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CODORUS VALLEY BANCORP INC - Quarter Report: 2023 March (Form 10-Q)

cvly-20230331x10q

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

_____________________________________________

FORM 10-Q

_____________________________________________

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

For the quarterly period ended  March 31, 2023

 

or

 

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: 0-15536

 

CODORUS VALLEY BANCORP, INC. 

(Exact name of registrant as specified in its charter)

 

Pennsylvania

23-2428543

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

105 Leader Heights Road, York, Pennsylvania 17403 

(Address of principal executive offices)(Zip code)

 

717-747-1519

(Registrant’s telephone number, including area code)

 

Not Applicable 

(Former name, former address and former fiscal year, 

if changed since the last report.)

_____________________________________________

 

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $2.50 par value

CVLY

NASDAQ Global Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes    No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    No

 

APPLICABLE ONLY TO CORPORATE ISSUERS 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. On April 28, 2023, 9,594,217 shares of common stock, par value $2.50, were outstanding.


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Codorus Valley Bancorp, Inc.

Form 10-Q Index

PART I – FINANCIAL INFORMATION

Page #

 

 

 

Item 1.

Financial statements (unaudited):

 

 

Consolidated balance sheets

3

 

Consolidated statements of income

4

 

Consolidated statements of comprehensive income (loss)

5

 

Consolidated statements of cash flows

6

 

Consolidated statements of changes in shareholders’ equity

7

 

Notes to consolidated financial statements

8

 

 

 

Item 2.

Management’s discussion and analysis of financial condition and results of operations

37

 

 

 

Item 3.

Quantitative and qualitative disclosures about market risk

49

 

 

 

Item 4.

Controls and procedures

50

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 1.

Legal proceedings

50

 

 

 

Item 1A.

Risk factors

51

 

 

 

Item 2.

Unregistered sales of equity securities and use of proceeds

51

 

 

 

Item 3.

Defaults upon senior securities

51

 

 

 

Item 4.

Mine safety disclosures

51

 

 

 

Item 5.

Other information

51

 

 

 

Item 6.

Exhibits

52

 

 

 

SIGNATURES

53


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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Codorus Valley Bancorp, Inc.

Consolidated Balance Sheets

(Unaudited)

March 31,

December 31,

(dollars in thousands, except per share data)

2023

2022

Assets

Interest bearing deposits with banks

$

83,266

$

99,777

Cash and due from banks

19,999

20,662

Total cash and cash equivalents

103,265

120,439

Securities, available-for-sale, at fair value (amortized cost $390,296, net of

allowance for credit losses of $0)

349,850

345,457

Restricted investment in bank stocks, at cost

2,955

955

Loans held for sale

0

154

Loans (net of deferred fees of $3,892 - 2023 and $3,813 - 2022)

1,647,881

1,632,857

Less-allowance for credit losses (1)

(21,544)

(20,736)

Net loans

1,626,337

1,612,121

Premises and equipment, net

21,297

21,136

Operating leases right-of-use assets

2,933

3,072

Goodwill

2,301

2,301

Other assets

89,789

89,417

Total assets

$

2,198,727

$

2,195,052

Liabilities

Deposits

Noninterest bearing

$

453,351

$

463,853

Interest bearing

1,436,034

1,479,366

Total deposits

1,889,385

1,943,219

Short-term borrowings

61,371

11,605

Long-term debt

11,543

11,550

Subordinate debentures - face amount $31,000 (less discount and debt

issuance cost of $216 at March 31, 2023 and $236 at December 31, 2022)

30,784

30,764

Operating leases liabilities

3,059

3,204

Allowance for credit losses on off-balance sheet credit exposures

2,135

0

Other liabilities

15,504

17,410

Total liabilities

2,013,781

2,017,752

Shareholders' equity

Preferred stock, par value $2.50 per share;

1,000,000 shares authorized; shares issued and outstanding:

0 at March 31, 2023 and 0 at December 31, 2022

0

0

Common stock, par value $2.50 per share; 30,000,000 shares authorized;

shares issued: 9,883,660 at March 31, 2023 and December 31, 2022;

and shares outstanding: 9,594,217 at March 31, 2023 and 9,581,230 at December 31, 2022

24,709

24,709

Additional paid-in capital

142,098

141,896

Retained earnings

55,456

52,146

Accumulated other comprehensive loss

(30,941)

(34,764)

Treasury stock shares outstanding, at cost: 289,443 shares at March 31, 2023

and 302,430 at December 31, 2022

(6,376)

(6,687)

Total shareholders' equity

184,946

177,300

Total liabilities and shareholders' equity

$

2,198,727

$

2,195,052

 

(1) Results of reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP.

See accompanying notes.

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Codorus Valley Bancorp, Inc.

Consolidated Statements of Income

(Unaudited)

Three months ended

March 31,

(dollars in thousands, except per share data)

2023

2022

Interest income

Loans, including fees

$

23,034

$

15,681

Investment securities:

Taxable

2,457

1,280

Tax-exempt

101

99

Dividends

17

9

Other

684

228

Total interest income

26,293

17,297

Interest expense

Deposits

5,137

1,062

Federal funds purchased and other short-term borrowings

38

10

Long-term debt

28

105

Subordinated debentures

535

419

Total interest expense

5,738

1,596

Net interest income

20,555

15,701

Provision for credit losses - loans (1)

492

1,027

Provision for credit losses - off-balance sheet credit exposures (1)

246

0

Net interest income after provision for credit losses

19,817

14,674

Noninterest income

Trust and investment services fees

1,202

1,162

Income from mutual fund, annuity and insurance sales

369

330

Service charges on deposit accounts

1,485

1,282

Income from bank owned life insurance

322

311

Other income

862

419

Gain on sales of loans held for sale

10

358

Gain on sales of assets held for sale

118

0

Loss on sales of securities

(388)

0

Total noninterest income

3,980

3,862

Noninterest expense

Personnel

9,042

8,390

Occupancy of premises, net

978

979

Furniture and equipment

838

887

Professional and legal

467

859

Marketing

276

400

FDIC insurance

250

239

Debit card processing

478

382

External data processing

1,010

821

Committee & director fees

358

194

PA shares tax

343

355

Other

771

1,170

Total noninterest expense

14,811

14,676

Income before income taxes

8,986

3,860

Provision for income taxes

1,994

807

Net income

$

6,992

$

3,053

Net income per share, basic

$

0.73

$

0.32

Net income per share, diluted

$

0.73

$

0.32

(1) Results of reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior amounts continue to be reported in accordance with previously applicable GAAP.

See accompanying notes.

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Codorus Valley Bancorp, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

Three months ended

March 31,

(dollars in thousands)

2023

2022

Net income

$

6,992

$

3,053

Other comprehensive income (loss):

Securities available for sale:

Net unrealized holding gains (losses) arising during the period

(net of tax expense (benefit) of $1,083 and ($3,666), respectively)

3,526

(13,793)

Reclassification adjustment for losses included in net income

(net of tax benefit of $91 and $0, respectively) (a) (b)

297

0

Net unrealized gain (loss)

3,823

(13,793)

Comprehensive income (loss)

$

10,815

$

(10,740)

(a)Amounts are included in net gain (loss) on sales of securities on the Consolidated Statements of Income within noninterest income.

(b)Income tax amounts are included in the provision (benefit) for income taxes on the Consolidated Statements of Income.

See accompanying notes.

 


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Codorus Valley Bancorp, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

Three months ended

March 31,

(dollars in thousands)

2023

2022

Cash flows from operating activities

Net income

$

6,992 

$

3,053 

Adjustments to reconcile net income to net cash provided by operations:

Depreciation/software amortization

585 

630 

Net amortization expense

(66)

(307)

Net change in operating lease liabilities

(145)

(126)

Provision for credit losses on off-balance sheet credit exposures

246 

0

Provision for credit losses on loans

492 

1,027 

Deferred income tax expense

(667)

0

Increase in bank owned life insurance

(322)

(311)

Originations of loans held for sale

(277)

(7,917)

Proceeds from sales of loans held for sale

442 

14,129 

Gain on sales of loans held for sale

(10)

(358)

Gain on disposal of premises and equipment

(118)

0

Loss on sales of securities, available-for-sale

388 

0

Stock-based compensation

454 

289 

Decrease (increase) in interest receivable

316 

(56)

(Increase) decrease in other assets

(1,455)

100 

Increase in interest payable

609 

330 

Decrease in other liabilities

(2,762)

(1,506)

Net cash provided by operating activities

4,702 

8,977 

Cash flows from investing activities

Purchases of securities, available-for-sale

(12,247)

(77,952)

Maturities, repayments and calls of securities, available-for-sale

8,113 

12,165 

Sales of securities, available-for-sale

4,253 

0

Purchase of restricted investment in bank stock

(2,000)

0

Net (increase) decrease in loans made to customers

(15,710)

215 

Proceeds from sale of commercial loans held for sale

1,336 

0

Purchases of premises and equipment

(757)

(466)

Proceeds from sale of fixed assets

685 

0

Net cash used in investing activities

(16,327)

(66,038)

Cash flows from financing activities

Net decrease in demand and savings deposits

(73,823)

(20,353)

Net increase (decrease) in time deposits

19,989 

(27,540)

Net increase in short-term borrowings

49,766 

17 

Net change in finance lease liabilities

(7)

(7)

Cash dividends paid to shareholders

(1,533)

(1,421)

Payment of taxes related to stock withheld

(139)

(70)

Treasury stock reissued

475 

(947)

Treasury stock repurchased

0

(34)

Proceeds from issuance of stock, net

(277)

1,137 

Net cash used in financing activities

(5,549)

(49,218)

Net decrease in cash and cash equivalents

(17,174)

(106,279)

Cash and cash equivalents at beginning of year

120,439 

545,494 

Cash and cash equivalents at end of period

$

103,265 

$

439,215 

See accompanying notes.

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Codorus Valley Bancorp, Inc.

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

Accumulated

Additional

Other

Common

Paid-in

Retained

Comprehensive

Treasury

(dollars in thousands, except per share data)

Stock

Capital

Earnings

(Loss) Income

Stock

Total

Balance, January 1, 2023

$

24,709 

$

141,896 

$

52,146 

$

(34,764)

$

(6,687)

$

177,300 

Cumulative change in adoption of accounting principle ASC 326 as discussed in Note 1

(2,149)

(2,149)

Balance, Janaury 1, 2023 (as adjusted for change in accounting principle)

$

24,709 

$

141,896 

$

49,997 

$

(34,764)

$

(6,687)

$

175,151 

Net income

6,992 

6,992 

Other comprehensive income, net of tax

3,823 

3,823 

Cash dividends ($0.16 per share)

(1,533)

(1,533)

Stock-based compensation

454 

454 

Forfeiture of restricted stock and withheld shares - 8,039 shares

25 

(164)

(139)

Issuance and reissuance of stock:

6,079 shares under the dividend reinvestment and stock purchase plan

15 

137 

152 

3,131 shares under the employee stock option plan

(25)

71 

46 

11,816 shares of stock-based compensation awards

(267)

267 

0 

Balance, March 31, 2023

$

24,709 

$

142,098 

$

55,456 

$

(30,941)

$

(6,376)

$

184,946 

Balance, January 1, 2022

$

24,708 

$

142,067 

$

37,769 

$

(164)

$

(8,875)

$

195,505 

Net income

3,053 

3,053 

Other comprehensive loss, net of tax

(13,793)

(13,793)

Cash dividends ($0.15 per share)

(1,421)

(1,421)

Stock-based compensation

289 

289 

Repurchased stock - 1,535 shares

(34)

(34)

Withheld stock - 3,177 shares

(70)

(70)

Issuance and reissuance of stock:

6,734 shares under the dividend reinvestment and stock purchase plan

20 

126 

146 

3,137 shares under the employee stock option plan

(15)

59 

44 

50,559 shares of stock-based compensation awards

(952)

952 

0 

Balance, March 31, 2022

$

24,708 

$

141,409 

$

39,401 

$

(13,957)

$

(7,842)

$

183,719 

See accompanying notes. 

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Note 1—Summary of Significant Accounting Policies

Nature of Operations and Basis of Presentation

The accompanying consolidated balance sheet at December 31, 2022 has been derived from audited financial statements, and the unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions to Form 10-Q, and Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 270. Accordingly, the interim financial statements do not include all of the financial information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the interim consolidated financial statements include all adjustments necessary to present fairly the financial condition and results of operations for the reported periods, and all such adjustments are of a normal and recurring nature.

Codorus Valley Bancorp, Inc. (“Corporation” or “Codorus Valley”) is a bank holding company headquartered in York, Pennsylvania that provides a full range of banking services through its subsidiary, PeoplesBank, A Codorus Valley Company (“PeoplesBank” or “Bank”). As of March 31, 2023, PeoplesBank operates one wholly-owned subsidiary, Codorus Valley Financial Advisors, Inc. d/b/a PeoplesWealth Advisors, which sells nondeposit investment products. In addition, PeoplesBank may periodically create nonbank subsidiaries for the purpose of temporarily holding foreclosed properties pending the liquidation of these properties. PeoplesBank operates under a state charter and is subject to regulation by the Pennsylvania Department of Banking and Securities, and the Federal Deposit Insurance Corporation. The Corporation is subject to regulation by the Board of Governors of the Federal Reserve System and the Pennsylvania Department of Banking and Securities.

The consolidated financial statements include the accounts of Codorus Valley and its wholly-owned bank subsidiary, PeoplesBank, and a wholly-owned nonbank subsidiary, SYC Realty Company, Inc. SYC Realty was inactive during the period ended March 31, 2023. The accounts of CVB Statutory Trust No. I and No. II are not included in the consolidated financial statements as discussed in Note 7—Short-Term Borrowings and Long-Term Debt. All significant intercompany account balances and transactions have been eliminated in consolidation. The accounting and reporting policies of Codorus Valley and subsidiaries conform to accounting principles generally accepted in the United States of America and have been followed on a consistent basis.

These consolidated statements should be read in conjunction with the notes to the audited consolidated financial statements contained in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022.

The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year.

In accordance with FASB ASC 855, the Corporation evaluated the events and transactions that occurred after the balance sheet date of March 31, 2023 and through the date these consolidated financial statements were issued, for items of potential recognition or disclosure.

Allowance for Credit Losses—Available-for-Sale Securities

For available-for-sale debt securities in an unrealized loss position, the Corporation first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Corporation evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit loss is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded as provision for credit loss expense (or reversal). Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable on available-for-sale debt securities, which totaled $1.4 million as of March 31, 2023, is excluded from the estimate of credit losses.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost, net of the allowance for credit loses. Amortized cost is the principal balance outstanding, net of deferred loan fees and costs. Accrued interest receivable totaled $4.9 million at March 31, 2023 and was reported in other assets on the consolidated balance sheets and is excluded from the estimate of credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments. The loans receivable portfolio is disaggregated into segments. The segments include commercial,

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commercial real estate – construction, commercial real estate – owner occupied, commercial real estate – non-owner occupied, residential real estate – construction, residential real estate – revolving, residential real estate – multi family, residential real estate - other, and consumer loans.

Interest income on mortgage and commercial loans is discontinued and placed on nonaccrual status at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection. Mortgage loans are charged off at 180 days past due, and commercial loans are charged off to the extent principal or interest is deemed uncollectible. Consumer loans continue to accrue interest until they are charged off no later than 120 days past due unless the loan is in the process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest income is recorded when the payment is received in cash. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

As disclosed in Note 4—Loans and Allowance for Credit Losses, the Corporation engages in commercial and consumer lending. Loans are made within the Corporation’s primary market area and surrounding areas, and include the purchase of whole loan or participation interests in loans from other financial institutions. Commercial loans, which pose the greatest risk of loss to the Corporation, whether originated or purchased, are generally secured by real estate.

Allowance for credit losses – loans

The allowance for credit losses (“ACL”) is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

Management estimates the allowance balance using relevant available information from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. These adjustments are commonly known as the Qualitative Framework.

In addition to the estimated quantitative credit loss for loans evaluated collectively, qualitative factors that may not be fully captured in the quantitative results are also evaluated. These include changes in lending policy, the nature and volume of the portfolio, overall business conditions in the economy, credit concentrations, competition, model imprecision, and legal and regulatory requirements. Qualitative adjustments are judgmental and are based on management’s knowledge of the portfolio and the markets in which the Corporation operates. Qualitative adjustments are evaluated and approved on a quarterly basis. Additionally, the ACL includes other allowance categories that are not directly incorporated in the quantitative results including loans in process.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. Loans evaluated collectively for expected credit losses include loans on accrual status and loans initially evaluated individually but determined to not to have enhanced credit risk characteristics. The Corporation has identified the following portfolio segments:

Commercial loans

Commercial real estate – construction

Commercial real estate – owner occupied

Commercial real estate – non-owner occupied

Residential real estate – construction

Residential real estate – revolving

Residential real estate – multi family

Residential real estate – other

Consumer loans

The Corporation measures the allowance for credit losses using the following methods.

• Loans are aggregated into pools based on similar risk characteristics.

• The Probability of Default (PD) and Loss Given Default (LGD) CECL model components are determined based on loss estimates driven by historical experience at the input level.

• The PD model component uses "through the economic cycle transition" matrices based on the Corporation’s and peer group historical loan and transaction data across each pool of loans.

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• The LGD model component calculates a lifetime estimate across each pool of loans utilizing a nonparametric loss curve modeling approach.

• Reasonable and supportable forecasts are incorporated into the PD model component that are based on different economic forecasts and scenarios sourced from external parties. A future loss forecast over the reasonable and supportable forecast period of one year is based on the projected performance of specific economic variables that statistically correlate with the PD and LGD pools. After the reasonable and supportable forecast period, credit loss estimates revert over four quarters to input-level.

• Cash flow assumptions are established for each loan using maturity date, amortization schedule and interest rate.

• A constant prepayment rate is calculated for each loan pool in the CECL model.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Loans are modified if the Corporation grants borrowers experiencing financial difficulties concessions that it would not otherwise consider. Concessions granted under a modification may involve a reduction of the interest rate, forgiveness of principal, extension of the term of the loan, and/or other-than-insignificant payment delays.

Allowance for credit losses – off-balance sheet credit exposures

Effective January 1, 2023, the Corporation adopted ASC 326, at which time the Corporation estimated expected credit losses over the contractual period in which the Corporation is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Corporation. The allowance represents management’s estimate of expected losses in unfunded loan commitments and other noncancellable off-balance sheet credit exposures, such as letters of credit. The ACL specific to unfunded commitments is determined by estimating future draws and applying the expected loss rates on those draws. Future draws are based on historical averages of utilization rates, i.e., the likelihood of draws taken. Adjustments to the reserve for unfunded off-balance sheet credit exposures are recorded in provision for credit losses - unfunded off-balance sheet credit exposures in the Consolidated Statements of Income.

Loan-Level Interest Rate Swaps

PeoplesBank enters into loan-level interest rate swaps (“swaps”) to facilitate certain client transactions and to meet their financing needs.  These swaps qualify as derivatives, but are not designated as hedging instruments, which would be accounted for using hedge accounting.   A loan-level interest rate swap is a contract in which the series of interest rate flows (fixed and variable) are exchanged over the term of a loan with certain qualifying commercial loan clients, and PeoplesBank simultaneously enters into an interest rate swap with a dealer counterparty with identical notional amounts and terms. The net result of these swaps is that the client pays a fixed interest rate and PeoplesBank receives a floating interest rate.  The swap positions with clients are equally offset with the dealer counterparties to minimize the potential impact on PeoplesBank’s financial statements.

Pursuant to agreements with the dealer counterparties, PeoplesBank may receive collateral or may be required to post collateral based upon mark-to-market positions. Beyond unsecured threshold levels, collateral in the form of cash or securities may be made available to counterparties of interest rate swap transactions. Based upon the current positions and related future collateral requirements relating to them, PeoplesBank believes any effect on its cash flow or liquidity position to be immaterial.

Derivatives contain an element of credit risk, including the possibility that PeoplesBank will incur a loss because a party to the agreements, which may be a dealer counterparty or a client, fails to meet its contractual obligations. Derivative contracts may only be executed with dealer counterparties as approved by the Board of Directors.  Similarly, derivatives with clients may only be executed with clients within credit exposure limits approved by the Board of Directors.

Interest rate swaps, recorded at fair value, are included in other assets on the Consolidated Balance Sheets. Additional information is provided in Note 14 – Interest Rate Swaps.

Bank Premises and Equipment Held for Sale

Bank premises and equipment designated as held for sale are carried at the lower of cost or fair value. There were no bank premises and equipment designated as held for sale as of March 31, 2023. The balance of $567,000 at December 31, 2022 consisted of one retail banking property, which closed in the second quarter of 2022. Bank premises and equipment designated as held for sale is included in other assets on the Consolidated Balance Sheets.

Foreclosed Real Estate

Foreclosed real estate, included in other assets, is comprised of property acquired through a foreclosure proceeding or property that is acquired through in-substance foreclosure. Foreclosed real estate is initially recorded at fair value minus estimated costs to sell at the date of foreclosure, establishing a new cost basis. Any difference between the carrying value and the new cost basis is charged against the allowance for loan losses. Appraisals, obtained from an independent third party, are generally used to determine fair value. After

- 10 -


foreclosure, management reviews valuations at least quarterly and adjusts the asset to the lower of cost or fair value minus estimated costs to sell through a valuation allowance or a write-down. Costs related to the improvement of foreclosed real estate are generally capitalized until the real estate reaches a saleable condition subject to fair value limitations. Revenue and expense from operations and changes in the valuation allowance are included in noninterest expense. When a foreclosed real estate asset is ultimately sold, any gain or loss on the sale is included in the income statement as a component of noninterest expense. At March 31, 2023 and December 31, 2022 there was $479,000 of foreclosed commercial real estate. As of March 31, 2023, there was $315,000 consumer mortgage loans secured by residential real estate properties, for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction, compared to $124,000 as of December 31, 2022.

Mortgage Servicing Rights

Mortgage servicing rights (MSRs) associated with sold loans are included in other assets on the consolidated balance sheets at an amount equal to the estimated fair value of the contractual rights to service the mortgage loans. The MSR asset is amortized as a reduction to servicing income. The MSR asset is evaluated periodically for impairment and carried at the lower of amortized cost or fair value. An independent third party firm calculates fair value by discounting the estimated cash flows from servicing income using a rate consistent with the risk associated with these assets and an estimate of future net servicing income of the underlying loans. In the event that the amortized cost of the MSR asset exceeds the fair value of the asset, a valuation allowance would be established through a charge against servicing income. Subsequent fair value evaluations may determine that impairment has been reduced or eliminated, in which case the valuation allowance would be reduced through a credit to earnings. At March 31, 2023, the balance of residential mortgage loans serviced for third parties was $53,941,000 compared to $55,708,000 at December 31, 2022.

Three months ended

March 31,

(dollars in thousands)

2023

2022

Amortized cost:

Balance at beginning of period

$

279

$

380

Originations of mortgage servicing rights

0

5

Amortization expense

(21)

(40)

Balance at end of period

$

258

$

345

Goodwill and Core Deposit Intangible Assets

Goodwill arising from acquisitions is not amortized, but is subject to an annual impairment test. This test consists of a qualitative analysis. If the Corporation determines events or circumstances indicate that it is more likely than not that goodwill is impaired, a quantitative analysis must be completed. Analyses may also be performed between annual tests. Significant judgment is applied when goodwill is assessed for impairment. This judgment includes developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, incorporating general economic and market conditions, and selecting an appropriate control premium. The Corporation completes its annual goodwill impairment test on October 1st of each year. Based upon a qualitative analysis of goodwill, the Corporation concluded that the amount of recorded goodwill was not impaired as of October 1, 2022. There were no conditions or events that would trigger an analysis or impairment since October 1, 2022.

Core deposit intangibles represent the value assigned to demand, interest checking, money market, and savings accounts acquired as part of an acquisition. The core deposit intangible value represents the future economic benefit of potential cost savings from acquiring core deposits as part of an acquisition compared to the cost of alternative funding sources and the alternative cost to grow a similar core deposit base. The core deposit intangible asset resulting from the merger with Madison Bancorp, Inc. was determined to have a definite life and is being amortized using the sum of the years’ digits method over ten years. All intangible assets must be evaluated for impairment if certain events or changes in circumstances occur. Any impairment write-downs would be recognized as expense on the consolidated statements of income.

Revenue from Contracts with Customers

Revenue from contracts with customers that are required to be recognized under FASB ASC Topic 606 - Revenue from Contracts with Customers (ASC 606) is measured based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Corporation recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.

The majority of the Corporation’s revenue-generating transactions are not within the scope of ASC 606, including revenue generated from financial instruments, such as our loans, letters of credit, derivatives and investment securities, as well as revenue related to our mortgage servicing activities, as these activities are subject to other U.S. Generally Accepted Accounting Principles (GAAP) discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC 606, which are presented in our consolidated statements of income as components of non-interest income are as follows:

Trust and investment service fees: The Corporation provides trust, investment management custody and irrevocable life insurance trust services to clients. Such services are rendered in accordance with the underlying contracts for which fees are earned. The

- 11 -


Corporation’s performance obligations are generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for services rendered is primarily received in the following month.

Income from mutual fund, annuity and insurance sales: The Corporation sells mutual funds, annuity and insurance products to its clients. The Corporation’s performance obligation is met upon the signing of the product agreement and, in certain cases, a time component may exist when the client has the right to rescind the agreement with or without penalty. The Corporation recognizes revenues upon delivery of the product or service unless there is a time component in which case revenues are recognized utilizing the expected value method. Payment for services rendered is primarily received in the following month.

Service charges on deposits accounts: These represent general service fees for monthly account maintenance and activity- or transaction based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Other service charges include revenue from processing wire transfers, cashier’s checks and other services. Revenue is recognized when the performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to the clients’ accounts.

Other noninterest income: The Corporation evaluated individual components of other noninterest income, such as credit card merchant fees, credit and gift card fees and ATM fees. Debit card income is primarily comprised of interchange fees earned whenever the Corporation’s debit cards are processed through payment networks, such as Visa. Credit and gift card income is realized through a third party provider who issues cards as private label in the Corporation’s name. ATM fees are primarily generated when a non-Corporation cardholder uses a Corporation ATM. The income is primarily comprised as a percentage of interchange fees earned whenever the issuer’s card is processed through card payment networks, such as Visa or Pulse. Merchant services income is realized through a referral agreement with a third party service provider. Amounts paid to the Corporation under the agreement are from fees charged to merchants for processing their debit card transactions. The Corporation’s performance obligation for these fees are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received within a one to three day lag or in the following month.

Per Share Data

The computation of net income per share is provided in the table below.

Three months ended

March 31,

(in thousands, except per share data)

2023

2022

Net income

$

6,992

$

3,053

Weighted average shares outstanding (basic)

9,585

9,486

Effect of dilutive stock options

27

31

Weighted average shares outstanding (diluted)

9,612

9,517

Basic earnings per share

$

0.73

$

0.32

Diluted earnings per share

$

0.73

$

0.32

Comprehensive Income

Accounting principles generally accepted in the United States require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the shareholders’ equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

Cash Flow Information

For purposes of the consolidated statements of cash flows, the Corporation considers interest bearing deposits with banks, cash and due from banks, and federal funds sold to be cash and cash equivalents.

- 12 -


Supplemental cash flow information is provided in the table below.

Three months ended

March 31,

(dollars in thousands)

2023

2022

Cash paid during the period for:

Income taxes

$

3,930

$

260

Interest

$

5,129

$

1,265

Noncash investing and financing activities:

Transfer of loans to held for sale

$

2,018

$

0

Initial recognition of operating lease right-of-use assets

$

0

$

2,061

Initial recognition of operating lease liabilities

$

0

$

2,061

Recent Accounting Pronouncements

Pronouncements Adopted in 2023

On January 1, 2023, the Corporation adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The Corporation adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet (OBS) credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Corporation recorded a net decrease to retained earnings of $2.1 million as of January 1, 2023 for the cumulative effect of adopting ASC 326. The transition adjustment included a $927,000 increase to ACL, a $1.9 million increase in the ACL for unfunded commitments and a $667,000 increase in deferred tax assets.

At adoption, the Corporation changed the way the loan portfolio is segmented and now segments the portfolio based on collateral. Previously the Corporation segmented the loan portfolio based on industry.

- 13 -


The following table illustrates the impact of ASC 326.

January 1, 2023

Reclassification to CECL

Post-CECL Adoption

(dollars in thousands)

Pre-CECL Adoption

Portfolio Segmentation

Portfolio Segmentation

Loans:

Builder & developer

$

128,327

$

(128,327)

$

0

Commercial real estate investor

367,366

(367,366)

0

Commercial real estate-construction

0

144,782

144,782

Commercial real estate-owner occupied

0

344,941

344,941

Commercial real estate-non-owner occupied

0

445,408

445,408

Residential real estate investor

263,262

(263,262)

0

Residential real estate-construction

0

26,055

26,055

Residential real estate-revolving

0

103,509

103,509

Residential real estate-multi family

0

118,141

118,141

Residential real estate-other

0

243,092

243,092

Commercial

0

191,665

191,665

Hotel/Motel

94,471

(94,471)

0

Wholesale & retail

60,672

(60,672)

0

Manufacturing

86,593

(86,593)

0

Agriculture

91,449

(91,449)

0

Service

73,094

(73,094)

0

Commercial other

209,116

(209,116)

0

Consumer

0

15,264

15,264

Residential mortgage

135,340

(135,340)

0

Home equity

98,030

(98,030)

0

Consumer other

25,137

(25,137)

0

Total

$

1,632,857

$

0

$

1,632,857

In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings (TDRs), while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. ASU 2022-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. ASU 2022-02 did not have a material impact on the Corporation’s consolidated financial statements.

 

Note 2 – Securities

A summary of securities available-for-sale at March 31, 2023 and December 31, 2022 is provided below. The securities available-for-sale portfolio is generally comprised of high quality debt instruments, principally obligations of the United States government or agencies thereof, investments in the obligations of states and municipalities and selected corporate securities, including subordinated debt. At March 31, 2023 and December 31, 2022, there were no holdings of securities of any one issuer, other than the US Government and its agencies, in an amount greater than 10% of shareholders’ equity.

Amortized

Allowance for

Gross Unrealized

Fair

(dollars in thousands)

Cost

Credit Losses

Gains

Losses

Value

March 31, 2023

Debt securities:

U.S. Treasury notes

$

19,726

$

0

$

0

$

(439)

$

19,287

U.S. agency

12,750

0

0

(1,216)

11,534

U.S. agency mortgage-backed, residential

285,342

0

123

(29,512)

255,953

State and municipal

34,756

0

64

(4,996)

29,824

Corporates

37,722

0

0

(4,470)

33,252

Total debt securities

$

390,296

$

0

$

187

$

(40,633)

$

349,850

- 14 -


Amortized

Gross Unrealized

Fair

(dollars in thousands)

Cost

Gains

Losses

Value

December 31, 2022

Debt securities:

U.S. Treasury notes

$

19,688

$

0

$

(588)

$

19,100

U.S. agency

12,750

0

(1,470)

11,280

U.S. agency mortgage-backed, residential

283,436

43

(33,377)

250,102

State and municipal

35,517

37

(6,155)

29,399

Corporates

39,531

0

(3,955)

35,576

Total debt securities

$

390,922

$

80

$

(45,545)

$

345,457

The proceeds from sales of securities and the associated gains and losses are listed below. Realized gains and losses are computed on the basis of specific identification of the adjusted cost of each security and are shown net as a separate line item in the income statement.

Three months ended

March 31,

(dollars in thousands)

2023

2022

Proceeds

$

4,253

$

0

Gross gains

0

0

Gross losses

(388)

0

Tax benefit

81

0

The amortized cost and estimated fair value of debt securities at March 31, 2023 by contractual maturity are shown below. Actual maturities may differ from contractual maturities if call options on select debt issues are exercised in the future. Mortgage-backed securities are included in the maturity categories based on average expected life.

Available-for-sale

Amortized

Fair

(dollars in thousands)

Cost

Value

Due in one year or less

$

3,058

$

3,008

Due after one year through five years

118,670

112,072

Due after five years through ten years

221,621

193,900

Due after ten years

46,947

40,870

Total debt securities

$

390,296

$

349,850

Investment securities having a carrying value of $186,834,000 and $204,887,000 on March 31, 2023 and December 31, 2022, respectively, were pledged to secure public and trust deposits, repurchase agreements and other short-term borrowings.

- 15 -


The table below shows gross unrealized losses and fair value, aggregated by investment category and length of time, for securities that have been in a continuous unrealized loss position, for which an allowance for credit losses has not been recorded, at March 31, 2023 and December 31, 2022.

Less than 12 months

12 months or more

Total

Number of

Fair

Unrealized

Number of

Fair

Unrealized

Number of

Fair

Unrealized

(dollars in thousands)

Securities

Value

Losses

Securities

Value

Losses

Securities

Value

Losses

March 31, 2023

Debt securities:

U.S. Treasury notes

4

$

19,287

$

(439)

0

$

0

$

0

4

$

19,287

$

(439)

U.S. agency

2

2,228

(22)

8

9,306

(1,194)

10

11,534

(1,216)

U.S. agency mortgage-backed, residential

68

64,912

(2,174)

149

172,908

(27,338)

217

237,820

(29,512)

State and municipal

4

1,531

(12)

32

25,802

(4,984)

36

27,333

(4,996)

Corporates

4

4,011

(180)

27

27,741

(4,290)

31

31,752

(4,470)

Total temporarily impaired debt

securities, available-for-sale

82

$

91,969

$

(2,827)

216

$

235,757

$

(37,806)

298

$

327,726

$

(40,633)

December 31, 2022

Debt securities:

U.S. Treasury notes

4

$

19,100

$

(588)

0

$

0

$

0

4

$

19,100

$

(588)

U.S. agency

7

$

7,594

$

(656)

3

$

3,685

$

(814)

10

$

11,279

$

(1,470)

U.S. agency mortgage-backed, residential

147

140,409

(11,071)

72

102,061

(22,284)

219

242,470

(33,355)

State and municipal

6

2,334

(210)

35

25,121

(5,945)

41

27,455

(6,155)

Corporates

11

11,610

(831)

20

20,665

(3,124)

31

32,275

(3,955)

Total temporarily impaired debt

securities, available-for-sale

175

$

181,047

$

(13,356)

130

$

151,532

$

(32,167)

305

$

332,579

$

(45,523)

Securities available-for-sale are analyzed quarterly for possible other-than-temporary impairment. The analysis considers, among other factors: 1) whether the Corporation has the intent to sell its securities prior to market recovery or maturity; 2) whether it is more likely than not that the Corporation will be required to sell its securities prior to market recovery or maturity; 3) default rates/history by security type; 4) third-party securities ratings; 5) third-party guarantees; 6) subordination; 7) payment delinquencies; 8) nature of the issuer; and 9) current financial news.

As of March 31, 2023, the Corporation’s security portfolio consisted of 322 securities, 298 of which were in an unrealized loss position. Through March 31, 2023 the Corporation has collected all interest and principal on its investment securities as scheduled. The majority of the unrealized losses are related to the Corporation’s mortgage-backed securities, as discussed below:

Mortgage-Backed Securities

At March 31, 2023, 100% of the mortgage-baked securities held by the Corporation were issued by U.S. government-sponsored entities and agencies. The decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Corporation does not have the intent to sell these mortgage-backed securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Corporation does not consider these securities to be other-than-temporarily impaired at March 31, 2023.

 

Note 3—Restricted Investment in Bank Stocks

Restricted stock, which represents required investments in the common stock of correspondent banks, is carried at cost and, as of March 31, 2023 and December 31, 2022, consisted primarily of the common stock of the Federal Home Loan Bank of Pittsburgh (“FHLBP”) and, to a lesser degree, Atlantic Community Bancshares, Inc. (“ACBI”), the parent company of Atlantic Community Bankers Bank (“ACBB”). Under the FHLBP’s Capital Plan, member banks, including PeoplesBank, are required to maintain a minimum stock investment. The FHLBP uses a formula to determine the minimum stock investment, which is based on the volume of loans outstanding, unused borrowing capacity and other factors.

- 16 -


The FHLBP paid dividends during the periods ended March 31, 2023 and 2022. The FHLBP restricts the repurchase of the excess capital stock of member banks. The amount of excess capital stock that can be repurchased from any member is currently the lesser of five percent of the member’s total capital stock outstanding or its excess capital stock outstanding.

Management evaluates the restricted stock for impairment in accordance with FASB ASC Topic 942. Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of the cost rather than by recognizing temporary declines in value. Using the FHLBP as an example, the determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as: (1) the significance of the decline in net assets of the FHLBP as compared to the capital stock amount for the FHLBP and the length of time this situation has persisted; (2) commitments by the FHLBP to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLBP; and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLBP. Management believes no impairment charge was necessary related to the restricted stock during the periods ended March 31, 2023 and 2022.

Note 4—Loans and Allowance for Credit Losses

On January 1, 2023, the Corporation adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The Corporation adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet (OBS) credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Corporation recorded a net decrease to retained earnings of $2.1 million as of January 1, 2023 for the cumulative effect of adopting ASC 326. The transition adjustment included a $927,000 increase to ACL, a $1.9 million increase in the ACL for unfunded commitments and a $667,000 increase in deferred tax assets.

At adoption, the Corporation changed the way the loan portfolio is segmented and now segments the portfolio based on collateral. Previously the Corporation segmented the loan portfolio based on industry.

Loan Portfolio Composition

The table below provides the composition of the loan portfolio at March 31, 2023. The portfolio is comprised of nine segments, commercial, commercial real estate construction, commercial real estate owner occupied, commercial real estate non-owner occupied, residential real estate construction, residential real estate revolving, residential real estate multi family, residential real estate other and consumer as presented in the table below. Certain portfolio segments are further disaggregated for the purpose of estimating credit losses. The Corporation has not engaged in sub-prime residential mortgage originations.

March 31,

% Total

(dollars in thousands)

2023

Loans

Commercial loans

$

184,247

11.2

Commercial real estate:

Construction

162,387

9.9

Owner occupied

338,849

20.6

Non-owner occupied

452,534

27.5

Residential real estate:

Construction

23,575

1.4

Revolving

102,116

6.2

Multi family

118,529

7.2

Other

252,425

15.3

Consumer

13,219

0.8

Gross Loans

1,647,881

100.0

Less: Allowance for credit losses

21,544

Net Loans

$

1,626,337

- 17 -


The table below provides the composition of the loan portfolio at December 31, 2022. The portfolio is comprised of two segments, commercial and consumer loans. The commercial loan segment is disaggregated by industry class which allows the Corporation to monitor risk and performance.

Those industries representing the largest dollar investment and most risk are listed separately. The “Other” commercial loans category is comprised of various industries. The consumer related segment is comprised of residential mortgages, home equity and other consumer loans.

December 31,

% Total

(dollars in thousands)

2022

Loans

Builder & developer

$

128,327

7.9

Commercial real estate investor

367,366

22.5

Residential real estate investor

263,262

16.1

Hotel/Motel

94,471

5.8

Wholesale & retail

60,672

3.7

Manufacturing

86,593

5.3

Agriculture

91,449

5.6

Service

73,094

4.5

Other

209,116

12.8

Total commercial related loans

1,374,350

84.2

Residential mortgages

135,340

8.3

Home equity

98,030

6.0

Other

25,137

1.5

Total consumer related loans

258,507

15.8

Total loans

$

1,632,857

100.0

Management estimates the allowance balance using relevant available information from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. These adjustments are commonly known as the Qualitative Framework.

In addition to the estimated quantitative credit loss for loans evaluated collectively, qualitative factors that may not be fully captured in the quantitative results are also evaluated. These include changes in lending policy, the nature and volume of the portfolio, overall business conditions in the economy, credit concentrations, competition, model imprecision, and legal and regulatory requirements. Qualitative adjustments are judgmental and are based on management’s knowledge of the portfolio and the markets in which the Corporation operates. Qualitative adjustments are evaluated and approved on a quarterly basis. Additionally, the ACL includes other allowance categories that are not directly incorporated in the quantitative results including loans in process.

The following tables presents the activity in the allowance for credit losses by segment as of and for the three months ended March 31, 2023.

(dollars in thousands)

Balance, January 1, 2023

Impact of adopting ASC 326

Provision for credit losses

Loan charge-offs

Loan recoveries

Balance, March 31, 2023

Commercial loans

$

4,783

$

(235)

$

(904)

$

(64)

$

116

$

3,697

Commercial real estate:

Construction

1,829

1,121

590

0

0

3,539

Owner occupied

4,341

(69)

333

(683)

33

3,956

Non-owner occupied

6,387

(468)

249

0

0

6,168

Residential real estate:

Construction

230

(144)

(6)

0

0

79

Revolving

417

192

58

(27)

0

641

Multi family

1,205

194

25

0

0

1,424

Other

1,511

169

167

0

13

1,859

Consumer

33

167

(20)

(4)

5

181

Total

$

20,736

$

927

$

492

$

(778)

$

167

$

21,544

- 18 -


The following table presents the activity in and the composition of the allowance for loan losses in accordance with previously applicable GAAP by loan segment and class detail as of and for the three months ended March 31, 2022.

Allowance for Loan Losses

January 1, 2022

March 31, 2022

(dollars in thousands)

Balance

Charge-offs

Recoveries

Provision

Balance

Builder & developer

$

2,408

$

0

$

0

$

(133)

$

2,275

Commercial real estate investor

5,647

(1,227)

0

662

5,082

Residential real estate investor

3,493

0

6

(297)

3,202

Hotel/Motel

968

0

0

(403)

565

Wholesale & retail

1,989

0

0

(6)

1,983

Manufacturing

883

0

0

116

999

Agriculture

1,307

(535)

0

433

1,205

Service

981

0

0

(5)

976

Other commercial

4,656

(3)

19

440

5,112

Total commercial related loans

22,332

(1,765)

25

807

21,399

Residential mortgage

186

0

0

177

363

Home equity

191

(45)

1

43

190

Other consumer

74

(2)

4

(3)

73

Total consumer related loans

451

(47)

5

217

626

Unallocated

(1)

0

0

3

2

Total

$

22,782

$

(1,812)

$

30

$

1,027

$

22,027

Non-accrual Loans

The table below presents a summary of non-accrual loans at March 31, 2023 and December 31, 2022. An allowance is established for those individual loans where the Corporation has doubt as to the full recovery of the outstanding principal balance. Typically, individually evaluated consumer related loans are partially or fully charged-off eliminating the need for specific allowance. Interest income on loans with no related allowance is the result of interest collected on a cash basis.

With a

Without a

Related

Year to Date

(dollars in thousands)

Related Allowance

Related Allowance

Allowance

Interest Income

March 31, 2023

Commercial loans

$

1,854

$

2,910

$

1,629

$

245

Commercial real estate:

Construction

0

0

0

107

Owner occupied

0

2,241

0

42

Non-owner occupied

0

0

0

0

Residential real estate:

Construction

0

282

0

0

Revolving

209

428

152

7

Multi family

0

0

0

0

Other

0

710

0

0

Consumer

0

0

0

0

Total

$

2,063

$

6,571

$

1,781

$

401

The table below presents a summary of impaired loans at December 31, 2022 . Generally, impaired loans are all loans risk rated nonaccrual or classified troubled debt restructuring. An allowance is established for those individual loans where the Corporation has doubt as to the full recovery of the outstanding principal balance. Typically, impaired consumer related loans are partially or fully charged-off, eliminating the need for specific allowance. The recorded investment represents outstanding unpaid principal loan balances adjusted for payments collected on a non-cash basis and charged-offs.

- 19 -


With No Allowance

With A Related Allowance

Total

Recorded

Unpaid

Recorded

Unpaid

Related

Recorded

Unpaid

(dollars in thousands)

Investment

Principal

Investment

Principal

Allowance

Investment

Principal

December 31, 2022

Builder & developer

$

1,901

$

2,644

$

44

$

44

$

44

$

1,945

$

2,688

Commercial real estate investor

500

500

0

0

0

500

500

Residential real estate investor

647

665

209

215

152

856

880

Hotel/Motel

0

0

0

0

0

0

0

Wholesale & retail

0

0

0

0

0

0

0

Manufacturing

2,783

2,877

182

183

33

2,965

3,060

Agriculture

164

210

748

930

655

912

1,140

Service

0

0

0

0

0

0

0

Other commercial

1,836

3,037

1,600

2,338

1,600

3,436

5,375

Total impaired commercial related loans

7,831

9,933

2,783

3,710

2,484

10,614

13,643

Residential mortgage

1,112

1,115

0

0

0

1,112

1,115

Home equity

457

512

0

0

0

457

512

Other consumer

0

0

0

0

0

0

0

Total impaired consumer related loans

1,569

1,627

0

0

0

1,569

1,627

Total impaired loans

$

9,400

$

11,560

$

2,783

$

3,710

$

2,484

$

12,183

$

15,270

The table below presents a summary of average impaired loans and related interest income that was included for the three months ended March 31, 2022. Interest income on loans with no related allowance is the result of interest collected on a cash basis.

With No Related Allowance

With A Related Allowance

Total

Average

Total

Average

Total

Average

Total

Recorded

Interest

Recorded

Interest

Recorded

Interest

(dollars in thousands)

Investment

Income

Investment

Income

Investment

Income

Three months ended March 31, 2022

Builder & developer

$

990

$

0

$

0

$

0

$

990

$

0

Commercial real estate investor

3,131

0

939

0

4,070

0

Residential real estate investor

221

23

0

0

221

23

Hotel/Motel

12,134

0

0

0

12,134

0

Wholesale & retail

0

0

0

0

0

0

Manufacturing

4,932

21

0

0

4,932

21

Agriculture

2,559

186

794

0

3,353

186

Service

0

0

971

0

971

0

Other commercial

1,992

115

3,012

0

5,004

115

Total impaired commercial related loans

25,959

345

5,716

0

31,675

345

Residential mortgage

63

0

559

0

622

0

Home equity

448

0

0

0

448

0

Other consumer

93

0

0

0

93

0

Total impaired consumer related loans

604

0

559

0

1,163

0

Total impaired loans

$

26,563

$

345

$

6,275

$

0

$

32,838

$

345

As of March 31, 2023 and December 31, 2022, there were approximately $6.6 million and $9.4 million, respectively, of non-accrual loans that did not have a related allowance for credit losses. The estimated fair value of the collateral securing these loans exceeded their carrying amount, or the loans were previously charged down to realizable collateral values. Accordingly, no specific allowance was considered to be necessary.

- 20 -


The table below shows the allowance amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for December 31, 2022.

Allowance for Loan Losses

Loans

Individually

Collectively

Individually

Collectively

Evaluated For

Evaluated For

Evaluated For

Evaluated For

(dollars in thousands)

Impairment

Impairment

Balance

Impairment

Impairment

Balance

December 31, 2022

Builder & developer

$

44

$

1,725

$

1,769

$

1,945

$

126,382

$

128,327

Commercial real estate investor

0

4,858

4,858

500

366,866

367,366

Residential real estate investor

152

2,661

2,813

856

262,406

263,262

Hotel/Motel

0

1,658

1,658

0

94,471

94,471

Wholesale & retail

0

488

488

0

60,672

60,672

Manufacturing

33

897

930

2,965

83,628

86,593

Agriculture

655

990

1,645

912

90,537

91,449

Service

0

1,064

1,064

0

73,094

73,094

Other commercial

1,600

3,352

4,952

3,436

205,680

209,116

Total commercial related

2,484

17,693

20,177

10,614

1,363,736

1,374,350

Residential mortgage

0

270

270

1,112

134,228

135,340

Home equity

0

207

207

457

97,573

98,030

Other consumer

0

82

82

0

25,137

25,137

Total consumer related

0

559

559

1,569

256,938

258,507

Unallocated

0

0

0

0

0

0

Total

$

2,484

$

18,252

$

20,736

$

12,183

$

1,620,674

$

1,632,857

Asset Quality

The Corporation’s internal risk rating system follows regulatory guidance as to risk classifications and definitions. Every approved loan is assigned a risk rating. Generally, risk ratings for commercial related loans are determined by a formal evaluation of risk factors performed by the Corporation’s underwriting staff. For consumer and residential mortgage loans, the bank follows the Uniform Retail Credit Classification guidance. Commercial loans up to $500,000 may be scored using a third-party credit scoring software model for risk rating purposes. The loan portfolio is monitored on a continuous basis by loan officers, loan review personnel and senior management. Adjustments of loan risk ratings within the Watch, Criticized and Classified categories are generally performed by the Watch and Special Asset Committees, which includes senior management. The Committees, which typically meet at least quarterly, make changes, as appropriate, to these risk ratings. In addition to review by the Committees, existing loans are monitored by the primary loan officer and loan review officer to determine if any changes, upward or downward, in risk ratings are appropriate. Primary loan officers may recommend a change to a risk rating and internal loan review officers may downgrade existing loans, except to non-accrual status. Only the President/CEO or CFO may approve a downgrade of a loan to non-accrual status. The Special Asset Committee or President/CEO may upgrade a loan that is criticized or classified.

The Corporation uses eleven risk ratings to grade commercial loans. The first six ratings are considered “pass” ratings. A pass rating is a satisfactory credit rating, which applies to a loan that is expected to perform in accordance with the loan agreement and has a low probability of loss. A loan rated “special mention” has a potential weakness which may, if not corrected, weaken the loan or inadequately protect the Corporation’s position at some future date. A loan rated “substandard” is inadequately protected by the current net worth or paying capacity of the obligor, or of the collateral pledged. A “substandard” loan has a well-defined weakness or weaknesses that could jeopardize liquidation of the loan, which exposes the Corporation to potential loss if the deficiencies are not corrected. When circumstances indicate that collection of the loan is doubtful, the loan is risk-rated “nonaccrual,” the accrual of interest income is discontinued, and any unpaid interest previously credited to income is reversed.

The following table summarizes designated internal risk rating categories by portfolio segment, by origination year, in the current period. It does not include the regulatory classification of “doubtful,” nor does it include the regulatory classification of “loss”, because the Corporation promptly charges off loan losses.

- 21 -


Term Loans Amortized Cost Basis by Origination Year

Revolving Loans

Revolving Loans

converted to Term

Amortized Cost

Loans Amortized

(dollars in thousands)

2023

2022

2021

2020

2019

Prior

Basis

Cost Basis

Total

Commercial loans

Pass

$

6,240

$

44,079

$

23,501

$

6,354

$

12,464

$

15,636

$

61,001

$

0

$

169,275

Special Mention

0

511

54

0

0

157

3,195

0

3,917

Substandard

0

2,144

25

0

22

1,286

2,814

0

6,291

Nonaccrual

0

359

648

0

625

1,555

1,577

0

4,764

Total

6,240

47,093

24,228

6,354

13,111

18,634

68,587

0

184,247

Commercial real estate:

Construction

Pass

$

23,266

$

60,211

$

43,848

$

16,129

$

8,143

$

8,746

$

1

$

0

$

160,344

Special Mention

0

0

0

543

0

0

1,500

0

2,043

Substandard

0

0

0

0

0

0

0

0

0

Nonaccrual

0

0

0

0

0

0

0

0

0

Total

23,266

60,211

43,848

16,672

8,143

8,746

1,501

0

162,387

Owner occupied

Pass

$

11,420

$

63,655

$

73,680

$

27,742

$

36,071

$

103,697

$

10,522

$

0

$

326,787

Special Mention

0

0

0

0

0

3,264

0

0

3,264

Substandard

0

0

669

0

0

5,414

474

0

6,557

Nonaccrual

0

0

1,961

0

0

280

0

0

2,241

Total

11,420

63,655

76,310

27,742

36,071

112,655

10,996

0

338,849

Non-owner occupied

Pass

$

10,694

$

120,968

$

107,299

$

69,461

$

11,801

$

125,104

$

1,354

$

0

$

446,683

Special Mention

0

0

0

0

0

88

0

0

88

Substandard

0

0

0

0

0

5,764

0

0

5,764

Nonaccrual

0

0

0

0

0

0

0

0

0

Total

10,694

120,968

107,299

69,461

11,801

130,956

1,354

0

452,534

Residential real estate:

Construction

Pass

$

2,655

$

11,769

$

3,628

$

712

$

1,580

$

1,223

$

1,726

$

0

$

23,293

Special Mention

0

0

0

0

0

0

0

0

0

Substandard

0

0

0

0

0

0

0

0

0

Nonaccrual

0

0

0

0

0

282

0

0

282

Total

2,655

11,769

3,628

712

1,580

1,505

1,726

0

23,575

Revolving

Pass

$

5,139

$

18,334

$

1,498

$

364

$

738

$

2,806

$

72,555

$

0

$

101,434

Special Mention

0

0

0

0

0

0

0

0

0

Substandard

0

0

0

0

0

0

45

0

45

Nonaccrual

0

0

0

0

0

0

637

637

Total

5,139

18,334

1,498

364

738

2,806

73,237

0

102,116

Multi family

Pass

$

1,782

$

26,959

$

30,947

$

19,902

$

24,269

$

14,016

$

655

$

0

$

118,529

Special Mention

0

0

0

0

0

0

0

0

0

Substandard

0

0

0

0

0

0

0

0

0

Nonaccrual

0

0

0

0

0

0

0

0

Total

1,782

26,959

30,947

19,902

24,269

14,016

655

0

118,529

Other

Pass

$

15,899

$

65,446

$

45,331

$

40,080

$

18,957

$

64,984

$

612

$

0

$

251,308

Special Mention

0

0

0

55

0

0

42

0

97

Substandard

0

0

0

132

0

178

0

0

310

- 22 -


Nonaccrual

0

0

308

0

0

402

0

0

710

Total

15,899

65,446

45,639

40,267

18,957

65,564

654

0

252,425

Consumer

Pass

$

1,609

$

4,745

$

2,225

$

285

$

187

$

416

$

3,752

$

0

$

13,219

Special Mention

0

0

0

0

0

0

0

0

0

Substandard

0

0

0

0

0

0

0

0

0

Nonaccrual

0

0

0

0

0

0

0

0

0

Total

1,609

4,745

2,225

285

187

416

3,752

0

13,219

Total Loans

Pass

$

78,704

$

416,165

$

331,957

$

181,029

$

114,210

$

336,628

$

152,178

$

0

$

1,610,872

Special Mention

0

511

54

598

0

3,509

4,737

0

9,409

Substandard

0

2,144

694

132

22

12,642

3,333

0

18,966

Nonaccrual

0

359

2,917

0

625

2,519

2,214

0

8,634

Total

78,704

419,179

335,622

181,758

114,857

355,298

162,462

0

1,647,881

Gross Charge-Offs

$

0

$

0

$

0

$

(16)

$

0

$

(692)

$

(70)

$

0

$

(778)

Special

(dollars in thousands)

Pass

Mention

Substandard

Nonaccrual

Total

December 31, 2022

Builder & developer

$

124,572

$

1,010

$

972

$

1,773

$

128,327

Commercial real estate investor

367,144

0

0

222

367,366

Residential real estate investor

262,406

0

0

856

263,262

Hotel/Motel

89,710

0

4,761

0

94,471

Wholesale & retail

59,930

56

686

0

60,672

Manufacturing

81,552

1,444

632

2,965

86,593

Agriculture

87,896

2,260

381

912

91,449

Service

68,373

384

4,337

0

73,094

Other

192,194

4,934

8,552

3,436

209,116

Total commercial related loans

1,333,777

10,088

20,321

10,164

1,374,350

Residential mortgage

134,850

0

141

349

135,340

Home equity

97,573

0

0

457

98,030

Other

25,137

0

0

0

25,137

Total consumer related loans

257,560

0

141

806

258,507

Total loans

$

1,591,337

$

10,088

$

20,462

$

10,970

$

1,632,857

The performance and credit quality of the loan portfolio is also monitored by using an aging schedule that shows the length of time a loan is past due. The table below presents a summary of past due loans, nonaccrual loans and current loans by class segment at March 31, 2023.

≥ 90 Days

Total Past

30-59 Days

60-89 Days

Past Due

Due and

(dollars in thousands)

Past Due

Past Due

and Accruing

Nonaccrual

Nonaccrual

Current

Total Loans

March 31, 2023

Commercial loans

$

53

$

0

$

0

$

4,764

$

4,817

$

179,430

$

184,247

Commercial real estate:

Construction

1,607

0

0

0

1,607

160,780

162,387

Owner occupied

0

0

0

2,241

2,241

336,608

338,849

Non-owner occupied

0

0

0

0

0

452,534

452,534

Residential real estate:

Construction

986

0

0

282

1,268

22,307

23,575

Revolving

908

48

0

637

1,593

100,523

102,116

Multi family

0

0

0

0

0

118,529

118,529

Other

271

0

0

710

981

251,444

252,425

Consumer

0

0

0

0

0

13,219

13,219

Total

$

3,825

$

48

$

0

$

8,634

$

12,507

$

1,635,374

$

1,647,881

- 23 -


The performance and credit quality of the loan portfolio is also monitored by using an aging schedule that shows the length of time a loan is past due. The table below presents a summary of past due loans, nonaccrual loans and current loans by class segment at December 31, 2022.

≥ 90 Days

30-59

60-89

Past Due

Total Past

Days

Days

and

Due and

Total

(dollars in thousands)

Past Due

Past Due

Accruing

Nonaccrual

Nonaccrual

Current

Loans

December 31, 2022

Builder & developer

$

3,500

$

0

$

0

$

1,773

$

5,273

$

123,054

$

128,327

Commercial real estate investor

0

0

0

222

222

367,144

367,366

Residential real estate investor

0

0

0

856

856

262,406

263,262

Hotel/Motel

0

0

0

0

0

94,471

94,471

Wholesale & retail

0

0

0

0

0

60,672

60,672

Manufacturing

0

0

0

2,965

2,965

83,628

86,593

Agriculture

8

0

0

912

920

90,529

91,449

Service

0

0

0

0

0

73,094

73,094

Other

0

0

0

3,436

3,436

205,680

209,116

Total commercial related loans

3,508

0

0

10,164

13,672

1,360,678

1,374,350

Residential mortgage

207

0

0

349

556

134,784

135,340

Home equity

345

94

0

457

896

97,134

98,030

Other

7

42

0

0

49

25,088

25,137

Total consumer related loans

559

136

0

806

1,501

257,006

258,507

Total loans

$

4,067

$

136

$

0

$

10,970

$

15,173

$

1,617,684

$

1,632,857

Collateral Dependent Loans

A loan is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of loans deemed collateral-dependent, the Corporation elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. In most cases, the Corporation records a partial charge-off to reduce the loan’s carrying value to the collateral’s fair value less cost to sell. Substantially all of the collateral supporting collateral-dependent financial assets consists of various types of real estate, including residential properties, commercial properties, such as retail centers, office buildings, lodging, agriculture land, and vacant land. At March 31, 2023 collateral dependent loans totaled $8,600,000.

Modifications

Occasionally, the Corporation modifies loans to borrowers in financial distress by providing principal forgiveness, other-than-insignificant payment delay, term extension or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

In some cases, the Corporation provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, an other-than-insignificant payment delay and/or an interest rate reduction.

The following table presents the amortized costs basis of loans at March 31, 2023 that were both experiencing financial difficulty and modified during the prior 3 months, by segment and type of modification. The percentage of the amortized costs basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of loan is also presented below:

Term

Interest Rate

(dollars in thousands)

Extension

Reduction

Total Loan Class

March 31, 2023

Commercial loans

$

2,586

$

2,145

2.57

%

Commercial real estate:

Owner occupied

1,961

0

0.58

Total

$

4,547

$

2,145

0.41

%

- 24 -


The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three months ended March 31, 2023:

Weighted-Average

Weighted-Average

Interest Rate

Interest Rate

Weighted-Average

(dollars in thousands)

Reduction

Reduction Range

Term Extension

March 31, 2023

Commercial loans

3.15

%

3.15 - 3.15

%

7

Commercial real estate:

Owner occupied

0

0

4

The Corporation has committed to lend additional amounts totaling $23,000 to the borrowers included in the previous table.

The Corporation closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. None of the loans that have been modified in the last three months were past due at March 31, 2023.

Note 5—Deposits

The composition of deposits as of March 31, 2023 and December 31, 2022 is shown below. The aggregate amount of demand deposit overdrafts that were reclassified as loans is $101,000 at March 31, 2023, compared to $122,000 at December 31, 2022.

March 31,

December 31,

(dollars in thousands)

2023

2022

Noninterest bearing demand

$

453,351

$

463,853

Interest bearing demand

286,569

289,298

Money market

590,028

646,702

Savings

157,309

161,228

Time deposits less than $100

214,478

210,331

Time deposits $100 to $250

130,523

123,002

Time deposits $250 or more

57,127

48,805

Total deposits

$

1,889,385

$

1,943,219

 

Note 6—Short-Term Borrowings and Long-Term Debt

Short-term borrowings consist of securities sold under agreements to repurchase, federal funds purchased and other borrowings. At March 31, 2023, the balance of securities sold under agreements to repurchase was $11,371,000 compared to $11,605,000 at December 31, 2022. At March 31, 2023, the balance of other short-term borrowings was $50,000,000 compared to $0 at December 31, 2022. Short-term borrowings at March 31, 2023 consisted of FHLB Open Repo Line of Credit advances at a variable rate. The rate at March 31, 2023 was 5.148 percent.

The following table presents a summary of long-term debt as of March 31, 2023 and December 31, 2022.

March 31,

December 31,

(dollars in thousands)

2023

2022

Codorus Valley Bancorp, Inc. obligations:

Junior subordinated debt

Due 2034, 6.89%, floating rate based on 3 month

LIBOR plus 2.02%, callable quarterly

3,093

3,093

Due 2036, 6.37% floating rate based on 3 month

LIBOR plus 1.54%, callable quarterly

7,217

7,217

Due 2030, 4.50% fixed rate, callable on or after December 2025

30,784

30,764

Total junior subordinated debt

$

41,094

$

41,074

Lease obligations included in long-term debt:

Finance lease liabilities

1,233

1,240

Total long-term debt

$

42,327

$

42,314

- 25 -


In June 2006, Codorus Valley formed CVB Statutory Trust No. II, a wholly-owned special purpose entity whose sole purpose was to facilitate a pooled trust preferred debt issuance of $7,217,000. In November 2004, Codorus Valley formed CVB Statutory Trust No. I to facilitate a pooled trust preferred debt issuance of $3,093,000. The Corporation owns all of the common stock of these nonbank entities, and the debentures are the sole assets of the Trusts. The accounts of both Trusts are not consolidated for financial reporting purposes in accordance with FASB ASC 810. For regulatory capital purposes, all of the Corporation’s trust preferred securities qualified as Tier 1 capital for all reported periods. Trust preferred securities are subject to capital limitations under the FDIC’s risk-based capital guidelines. The Corporation used the net proceeds from these offerings to fund its operations.

In December 2020, Codorus Valley issued subordinated notes in the amount of $31,000,000. The Corporation may redeem the subordinated notes, in whole or in part, in a principal amount with integral multiples of $10,000, on or after December 9, 2025 and prior to the maturity date at 100% of the principal amount, plus accrued and unpaid interest. The subordinated notes mature on December 9, 2030. The subordinated notes are also redeemable in whole or in part from time to time, upon the occurrence of specific events defined within the Note Purchase Agreements. The subordinated notes may be included in Tier 2 capital (with certain limitations applicable) under current regulatory guidelines and interpretations. The subordinated notes have a fixed rate of interest equal to 4.50% until December 30, 2025. After that term, the variable rate of interest is equal to the then current 90-Day Average SOFR (Secured Overnight Financing Rate) plus 404 basis points.

 

Note 7—Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Substantially all of the leases in which the Corporation is the lessee are comprised of real estate property, ATM locations, and office space. Substantially all of our leases are classified as operating leases, and therefore, were previously not recognized on the Corporation’s consolidated statements of condition. With the adoption of Topic 842, operating lease agreements are required to be recognized on the consolidated statements of condition as right-of-use (“ROU”) assets and corresponding lease liabilities. The Corporation also has one finance lease for one financial center.

Leases with an initial term of 12 months or less are not recorded on the consolidated statement of condition. All other leases have remaining lease terms of 1 year to 25 years, some of which include options to extend. Upon opening a new financial center, we typically install brand-specific leasehold improvements which are depreciated over the shorter of the useful life or length of the lease. To the extent that the initial lease term of the related lease is less than the useful life of the leasehold improvements and, taking into consideration the dollar amount of the improvements, we conclude that it is reasonably certain that a renewal option will be exercised, the renewal period is included in the lease term, and the related payments are reflected in the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Corporation utilizes its incremental borrowing rate at lease inception, on an amortizing and collateralized basis, over a similar term.

All of our leases include fixed rental payments. We commonly enter into leases under which the lease payments increase at pre-determined dates based on the change in the consumer price index. While the majority of our leases are gross leases, we also have a number of leases in which we make separate payments to the lessor based on the lessor’s property and casualty insurance cost and the property taxes assessed on the property, as well as a portion of the common area maintenance associated with the property. We have elected the practical expedient not to separate lease and nonlease components for all of our building leases.

The components of lease expense were as follows:

Three months ended

March 31,

(dollars in thousands)

2023

2022

Operating lease cost

$

174

$

196

Finance lease cost:

Amortization of right-of-use assets

$

12

$

12

Interest on lease liability

11

12

Total finance lease cost

$

23

$

24

Total lease cost

$

197

$

220

Supplemental cash flow information related to leases was as follows:

- 26 -


Three months ended

March 31,

2023

2022

Operating cash flows from operating leases

$

179

$

148

Operating cash flows from financing leases

11

12

Financing cash flows from financing leases

8

7

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

0

2,061

Finance leases

0

0

Amounts recognized as right-of-use assets related to finance leases are included in fixed assets in the accompanying statement of financial position, while related lease liabilities are included in long-term debt. Supplemental balance sheet information related to leases was as follows:

March 31,

December 31,

2023

2022

Assets:

Operating leases right-of-use assets

$

2,933

$

3,072

Finance leases assets

982

994

Total lease assets

$

3,915

$

4,066

Liabilities:

Operating

$

3,059

$

3,204

Financing

1,233

1,240

Total lease liabilities

$

4,292

$

4,444

Weighted Average Remaining Lease Term (years)

Operating leases

6.8

6.9

Finance leases

20.9

21.2

Weighted Average Discount Rate

Operating leases

2.12%

2.14%

Finance leases

3.69%

3.69%

Future minimum payments for financing leases and operating leases as of March 31, 2023 and December 31, 2022 were as follows:

(dollars in thousands:)

March 31, 2023

Year Ending December 31,

Operating Leases

Finance Leases

2023

$

523

$

56

2024

638

75

2025

417

79

2026

324

80

2027

314

80

Thereafter

1,052

1,429

Total lease payments

3,268

1,799

Less imputed interest

(209)

(566)

Total

$

3,059

$

1,233

(dollars in thousands:)

December 31, 2022

Year Ending December 31,

Operating Leases

Finance Leases

2023

$

701

$

75

2024

638

75

2025

417

79

2026

324

80

2027

314

80

Thereafter

1,036

1,429

Total lease payments

3,430

1,818

Less imputed interest

(226)

(578)

Total

$

3,204

$

1,240

- 27 -


 

Note 8—Regulatory Matters

The Corporation is subject to restrictions on the payment of dividends to its shareholders pursuant to the Pennsylvania Business Corporation Law of 1988, as amended (“BCL”). The BCL prohibits the making of a dividend payment if such payment would render the Corporation insolvent or result in it having negative net worth. Federal and state banking regulations also place certain restrictions on dividends paid and loans or advances made by PeoplesBank to the Corporation. The amount of total dividends, which may be paid at any date, is generally limited to the retained earnings of PeoplesBank. Furthermore, dividend payments would be prohibited if the effect would be to cause PeoplesBank’s capital to fall below applicable minimum capital requirements as discussed below. Loans and advances by PeoplesBank to affiliates, including the Corporation, are limited to 10 percent of PeoplesBank’s capital stock and contributed capital on a secured basis.

Banks are also subject to regulatory capital requirements administered by federal banking agencies.  Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off balance sheet items calculated under regulatory accounting practices.  Capital amounts and classifications are also subject to qualitative judgments by regulators.  Failure of a bank to meet capital requirements can cause bank regulators to initiate certain regulatory actions.  The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital.  Management believes as of March 31, 2023, the Bank met all capital adequacy requirements to which it is subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At March 31, 2023 and December 31, 2022, the most recent regulatory notifications categorized PeoplesBank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

- 28 -


The table below sets for the Corporation’s and PeoplesBank’s capital positive relative to its respective regulatory capital requirements at March 31, 2023 and December 31, 2022.

To Be Well Capitalized Under

Required for Capital

Prompt Corrective Action

Actual (1)

Adequacy Purposes (2) (3)

Provisions (2)

(dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

Codorus Valley Bancorp, Inc. (consolidated)

at March 31, 2023

Capital ratios:

Common equity Tier 1

$

213,362

12.19

%

$

122,530

7.00

%

$

n/a

n/a

%

Tier 1 risk based

223,362

12.76

148,786

8.50

n/a

n/a

Total risk based

275,690

15.75

183,795

10.50

n/a

n/a

Leverage

223,362

10.20

87,623

4.00

n/a

n/a

at December 31, 2022

Capital ratios:

Common equity Tier 1

$

209,540

12.04

%

$

121,871

7.00

%

$

n/a

n/a

%

Tier 1 risk based

219,540

12.61

147,986

8.50

n/a

n/a

Total risk based

271,040

15.57

182,806

10.50

n/a

n/a

Leverage

219,540

9.77

89,863

4.00

n/a

n/a

PeoplesBank, A Codorus Valley Company

at March 31, 2023

Capital ratios:

Common equity Tier 1

$

249,966

14.30

%

$

122,321

7.00

%

$

113,584

6.50

%

Tier 1 risk based

249,966

14.30

148,533

8.50

139,796

8.00

Total risk based

271,510

15.54

183,482

10.50

174,745

10.00

Leverage

249,966

11.43

87,501

4.00

109,376

5.00

at December 31, 2022

Capital ratios:

Common equity Tier 1

$

245,896

14.15

%

$

121,667

7.00

%

$

112,976

6.50

%

Tier 1 risk based

245,896

14.15

147,738

8.50

139,048

8.00

Total risk based

266,632

15.34

182,500

10.50

173,810

10.00

Leverage

245,896

10.96

89,705

4.00

112,131

5.00

(1) Net unrealized gains and losses on securities available-for-sale, net of taxes, are disregarded for capital ratio computation purposes in accordance with federal regulatory banking guidelines.

(2) The Corporation is currently not subject to the regulatory capital requirements imposed by Basel III on bank holding companies because the Corporation's consolidated assets did not exceed $3.0 billion as of March 31, 2023 and therefore qualified as a small bank holding company.

(3) Ratio includes Capital Conservation Buffer of 2.50%, except Leverage Ratio, for which the Capital Conservation Buffer does not apply.

 

Note 9—Shareholders’ Equity

Share Repurchase

The Corporation’s Board of Directors approved share repurchase programs in August 2021 ($5 million) and January 2022 ($5 million). In 2022 a total of 1,535 shares were purchased at an average price of $22.00 under the program approved in August 2021. There was no activity under the program approved in January 2022, which expired by its own terms in December 2022.

The Corporation’s Board of Directors approved a new Share Repurchase Program (“Program”) in January 2023. Under the newly approved Program, the Corporation is authorized to repurchase up to $5 million of the Corporation’s issued and outstanding common stock. All shares of the common stock repurchased pursuant to the Program shall be held as treasury shares and be available for use and reissuance for the purpose as and when determined by the Board of Directors including, without limitation pursuant to the Corporation’s Dividend Reinvestment and Stock Purchase Plan and its equity compensation plan. There was no activity under the Program during the three months ended March 31, 2023.

- 29 -


 

Note 10—Contingent Liabilities

The Corporation is involved in pending and threatened claims and other legal proceedings from time to time in the ordinary course of its business activities. Management evaluates the possible impact of these matters taking into consideration the most recent information available. A loss reserve is established for any matter for which it is believed that a loss is both probable and reasonably estimable. Once established, the reserve is adjusted as appropriate to reflect any subsequent developments. Actual losses with respect to any such matter may be more or less than the amount estimated. For any matter for which a loss is not probable, or the amount of the loss cannot reasonably be estimated, no loss reserve is established.

In addition, the Corporation may be involved in legal proceedings in the form of investigations of regulatory or governmental inquiries covering a range of possible issues. These could be specific to the Corporation, or part of more wide-spread inquires by regulatory authorities. These inquiries or investigations could lead to administrative, civil or criminal proceedings involving the Corporation and could result in fines, penalties, restitution, or other types of sanctions, or the need for the Corporation to undertake remedial actions, or to alter its business, financial or accounting practices.

Management believes that any liabilities, individually or in the aggregate, that may result from the final outcomes of pending or threatened legal proceedings will not have a material adverse effect on the financial condition of the Corporation or upon its results of operations.

 

Note 11—Guarantees

 

Codorus Valley does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit.  Standby letters of credit are written conditional commitments issued by PeoplesBank to guarantee the performance of a client to a third party.  Generally, all letters of credit, when issued, have expiration dates within one year.  The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to clients.  The Corporation generally holds collateral and/or personal guarantees supporting these commitments.  The Corporation had $20,920,000 of standby letters of credit outstanding on March 31, 2023, compared to $23,601,000 on December 31, 2022. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding letters of credit. The amount of the liability as of March 31, 2023 and December 31, 2022, for guarantees under standby letters of credit issued, was not material. Many of the commitments are expected to expire without being drawn upon and, therefore, generally do not present significant liquidity risk to the Corporation or PeoplesBank.

 

Note 12—Fair Value of Assets and Liabilities

The Corporation uses its best judgment in estimating the fair value of the Corporation’s assets and liabilities; however, there are inherent weaknesses in any estimation technique. The estimated fair value amounts have been measured as of their respective period-ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values subsequent to the respective reporting dates may be different than the amounts reported at each period end.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date. GAAP establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement; inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market; or inputs to the valuation methodology that require significant management judgment or estimation, some of which may be internally developed.

- 30 -


Since management maximizes the use of observable inputs and minimizes the use of unobservable inputs when determining fair value, an asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Management reviews and updates the fair value hierarchy classifications on a quarterly basis.

Assets Measured at Fair Value on a Recurring Basis

Securities available-for-sale

The fair values of investment securities were measured using information from a third-party pricing service. The pricing service uses quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique, used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather, by relying on the securities’ relationship to other benchmark quoted prices.

Interest rate swap agreements

Interest rate swap agreements are measured by alternative pricing sources with reasonable levels of price transparency in markets that are not active. Based on the complex nature of interest rate swap agreements, the markets these instruments trade in are not as efficient and are less liquid than that of the more mature Level 1 markets. These markets do, however, have comparable, observable inputs in which an alternative pricing source values these assets in order to arrive at a fair market value. These characteristics classify interest rate swap agreements as Level 2.

Fair Value Measurements

(dollars in thousands)

Total

(Level 1)
Quoted Prices in
Active Markets for
Identical Assets

(Level 2)
Significant Other
Observable Inputs

(Level 3)
Significant Other
Unobservable Inputs

March 31, 2023

Securities available-for-sale:

U.S. Treasury notes

$

19,287

$

19,287

$

0

$

0

U.S. agency

11,534

0

11,534

0

U.S. agency mortgage-backed, residential

255,953

0

255,953

0

State and municipal

29,824

0

29,824

0

Corporates

33,252

0

33,252

0

Other assets:

Loan-level interest rate swaps

338

0

338

0

December 31, 2022

Securities available-for-sale:

U.S. Treasury notes

$

19,100

$

19,100

$

0

$

0

U.S. agency

$

11,280

$

0

$

11,280

$

0

U.S. agency mortgage-backed, residential

250,102

0

250,102

0

State and municipal

29,399

0

29,399

0

Corporates

35,576

0

35,576

0

Other assets:

Loan-level interest rate swaps

8

0

8

0

Assets Measured at Fair Value on a Nonrecurring Basis

Individually evaluated loans

Individually evaluated loans are those that are accounted for under FASB ASC Topic 310, in which the Corporation has measured impairment generally based on the fair value of the loan’s collateral.  Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds.  These loans are generally included as Level 3 fair values, based on the lowest level of input that is significant to the fair value measurements.  At March 31, 2023, the fair value of individually evaluated loans with a valuation allowance or partial charge-off was $951,000, net of valuation allowances of $1,781,000 and partial charge-offs of $806,000.  At December 31, 2022 the fair value of impaired loans with a valuation allowance or charge-off was $2,742,000, net of valuation allowances of $2,484,000 and charge-offs of $1,916,000

Foreclosed real estate

Other real estate property acquired through foreclosure is initially recorded at fair value of the property at the transfer date less estimated selling cost. Subsequently, other real estate owned is carried at the lower of its carrying value or the fair value less estimated selling cost.  Fair value is usually determined based on an independent third-party appraisal of the property or occasionally on a recent

- 31 -


sales offer. At March 31, 2023 and December 31, 2022 the fair value of foreclosed real estate assets was $479,000, net of a write-down of $488,000.

Mortgage servicing rights

Mortgage servicing rights are initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors. The fair value of servicing rights is based on the present value of estimated future cash flows on pools of mortgages stratified by rate and original time to maturity. Mortgage servicing rights are subsequently evaluated for impairment by an independent third party on a quarterly basis. Significant inputs to the valuation include expected cash flow, expected net servicing income, a cash flow discount rate and the expected life of the underlying loans.

Fair Value Measurements

(dollars in thousands)

Total

(Level 1)
Quoted Prices in
Active Markets for
Identical Assets

(Level 2)
Significant Other
Observable Inputs

(Level 3)
Significant Other
Unobservable Inputs

March 31, 2023

Individually evaluated commercial loans

$

670

$

0

$

0

$

670

Individually evaluated residential real estate:

Individually evaluated revolving

57

0

0

57

Individually evaluated other

224

0

0

224

Individually evaluated other real estate owned

479

0

0

479

December 31, 2022

Impaired builder & developer loans

$

1,194

$

0

$

0

$

1,194

Impaired residential real estate investor loans

57

0

0

57

Impaired commercial real estate loans

0

0

0

0

Impaired agriculture loans

228

0

0

228

Impaired manufacture loans

150

0

0

150

Impaired other loans

1,114

0

0

1,114

Impaired other real estate owned

479

0

0

479


- 32 -


The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Corporation has utilized Level 3 inputs to determine fair value:

Quantitative Information about Level 3 Fair Value Measurements

Fair Value

Valuation

Unobservable

Weighted

(dollars in thousands)

Estimate

Techniques

Input

Range

Average

March 31, 2023

Individually evaluated commercial loans

$

445

Appraisal (1)

Appraisal adjustments (2)

15%-39%

37%

Individually evaluated residential real estate:

Individually evaluated revolving

57

Appraisal (1)

Appraisal adjustments (2)

6% -10%

8%

Individually evaluated other

224

Appraisal (1)

Appraisal adjustments (2)

10%-26%

16%

Individually evaluated commercial loans

225

Business asset valuation (3)

Business asset valuation adjustments (4)

45%-50%

48%

Individually evaluated other real estate owned

479

Appraisal (1)

Appraisal adjustments (2)

0%-25%

22%

December 31, 2022

Impaired builder & developer loans

$

1,194

Appraisal (1)

Appraisal adjustments (2)

2%-22%

5%

Impaired residential real estate investor loans

57

Appraisal (1)

Appraisal adjustments (2)

6%-10%

8%

Impaired agriculture loans

228

Appraisal (1)

Appraisal adjustments (2)

5%-13%

9%

Impaired manufacturer loans

150

Appraisal (1)

Appraisal adjustments (2)

67%-67%

67%

Impaired other loans

1,114

Appraisal (1)

Appraisal adjustments (2)

0%-25%

5%

Impaired other real estate owned

479

Appraisal (1)

Appraisal adjustments (2)

0%-25%

22%

(1)Fair value is generally determined through independent appraisals, which generally include various level 3 inputs that are not identifiable.

(2)Appraisal amounts may be adjusted downward by the Corporation's management for qualitative factors such as economic conditions and estimated liquidation expenses.

(3)Fair value is generally determined through customer-provided financial statements and bankruptcy court documents.

(4)Business asset valuation may be adjusted downward by the corporation’s management qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses adjustments are presented as a percent of the financial statement book value.

- 33 -


The following presents the carrying amounts and estimated fair values of the Corporation’s financial instruments as of March 31, 2023 and December 31, 2022.

 

Fair Value Estimates

(Level 1)

(Level 2)

(Level 3)

Quoted Prices

Significant

Significant

in Active

Other

Other

Carrying

Estimated

Markets for

Observable

Unobservable

(dollars in thousands)

Amount

Fair Value

Identical Assets

Inputs

Inputs

March 31, 2023

Financial assets

Cash and cash equivalents

$

103,265

$

103,265

$

103,265

$

0

$

0

Securities available-for-sale

349,850

349,850

19,726

330,124

0

Restricted investment in bank stocks

2,955

N/A

N/A

N/A

N/A

Loans held for sale

0

0

0

0

0

Loans, net

1,626,337

1,532,819

0

0

1,532,819

Interest receivable

6,308

6,308

0

1,409

4,899

Financial liabilities

Deposits

$

1,889,385

$

1,881,190

$

0

$

1,881,190

$

0

Short-term borrowings

61,371

61,371

0

61,371

0

Long-term debt (1)

10,310

10,349

0

0

10,349

Subordinated debentures

30,784

29,106

0

29,106

0

Interest payable

1,101

1,101

0

1,101

0

Off-balance sheet instruments

0

0

0

0

0

December 31, 2022

Financial assets

Cash and cash equivalents

$

120,439

$

120,439

$

120,439

$

0

$

0

Securities available-for-sale

345,457

345,457

19,100

326,357

0

Restricted investment in bank stocks

955

N/A

N/A

N/A

N/A

Loans held for sale

154

157

0

157

0

Loans, net

1,612,121

1,503,440

0

0

1,503,440

Interest receivable

6,624

6,624

0

948

5,676

Financial liabilities

Deposits

$

1,943,219

$

1,932,689

$

0

$

1,932,689

$

0

Short-term borrowings

11,605

11,605

0

11,605

0

Long-term debt (1)

10,310

10,165

0

0

10,165

Subordinated debentures

30,764

29,145

0

29,145

0

Interest payable

492

492

0

492

0

Off-balance sheet instruments

0

0

0

0

0

(1) Exclude leases included in Long-term debt

- 34 -


Note 13—Assets and Liabilities Subject to Offsetting

Securities Sold Under Agreements to Repurchase

PeoplesBank enters into agreements with clients in which it sells securities subject to an obligation to repurchase the same securities (“repurchase agreements”). The contractual maturity of the repurchase agreement is overnight and continues until either party terminates the agreement. These repurchase agreements are accounted for as a collateralized financing arrangement (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability (short-term borrowings) in the Corporation’s consolidated financial statements of condition, while the securities underlying the repurchase agreements are appropriately segregated for safekeeping purposes and remain in the respective securities asset accounts. Thus, there is no offsetting or netting of the securities with the repurchase agreement liabilities.

Gross amounts Not Offset in

the Statements of Condition

Financial Instruments

(dollars in thousands)

Gross
Amounts of
Recognized
Liabilities

Gross
Amounts
Offset in the
Statements
of Condition

Net Amounts
of Liabilities
Presented in
the Statements
of Condition

U.S. agency
mortgage-backed,
residential

U.S. agency

Cash
Collateral
Pledged

Net
Amount

March 31, 2023

Repurchase Agreements

$

11,371

$

0

$

11,371

$

(13,559)

$

0

$

0

$

(2,188)

December 31, 2022

Repurchase Agreements

$

11,605

$

0

$

11,605

$

(13,767)

$

0

$

0

$

(2,162)

 

Note 14 – Interest Rate Swaps

Loan Level Interest Rate Swaps

PeoplesBank enters into loan-level interest rate swaps with certain qualifying, creditworthy commercial loan clients to provide a loan pricing structure that meets the interest rate risk management needs of both PeoplesBank as well as the client. PeoplesBank simultaneously enters into offsetting interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net results of the offsetting client and deal counterparty swap agreements is that the client pays a fixed rate of interest and PeoplesBank receives a floating rate. PeoplesBank’s loan-level interest rate swaps are considered derivatives but are not accounted for using hedge accounting.

The fair value and notional amount related to loan-level interest rate swaps are presented below:

March 31, 2023

December 31, 2022

Notional

Asset (Liability)

Notional

Asset (Liability)

(dollars in thousands)

Amount

Fair Value

Amount

Fair Value

Interest Rate Swap with Customers

Positive Fair Values

$

10,200

$

338

$

0

$

0

Interest Rate Swaps with Counterparties

Negative Fair Values

$

10,200

$

(338)

$

0

$

0


- 35 -


The gross amounts of loan-level interest rate swaps, the amounts offset and the carrying values in the Consolidated Balance Sheets, and the collateral pledged to support such agreements are presented below.

(dollars in thousands)

March 31, 2023

December 31, 2022

Interest Rate Swap Contracts - Commercial Loans:

Gross amounts recognized

$

338

$

8

Gross amounts offset

338

8

Net amounts presented in the Consolidated Balance Sheets

$

0

$

0

Gross amounts not offset:

Cash Collateral

$

0

$

0

Net amounts

$

0

$

0


- 36 -


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

Management’s discussion and analysis of the significant changes in the results of operations, capital resources and liquidity presented in the accompanying consolidated financial statements for Codorus Valley Bancorp, Inc. (“Codorus Valley” or “the Corporation”), a bank holding company, and its wholly-owned subsidiary, PeoplesBank, A Codorus Valley Company (“PeoplesBank”), are provided below. Codorus Valley’s consolidated financial condition and results of operations consist almost entirely of PeoplesBank’s financial condition and results of operations. Current performance does not guarantee, and may not be indicative of, similar performance in the future.

Cautionary Note Regarding Forward-looking Statements

Management of the Corporation has made forward-looking statements in this Form 10-Q. Forward-looking statements may include information concerning the financial condition, results of operations and business of the Corporation and its subsidiaries and include, but are not limited to, statements regarding expectations or predictions of future financial or business performance or conditions relating to the Corporation and its operations. These forward-looking statements may include statements with respect to the Corporation’s beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond the Corporation’s control). Forward-looking statements may also include, but are not limited to, discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, goals, expectations or consequences, and statements about future performance, expenses, operations, or products and services of the Corporation and its subsidiaries. Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “believes,” “plans,” “expects,” “estimates,” “intends,” “anticipates,” “strives to,” “seeks,” ”intends,” “anticipates” or similar words or expressions.

Forward-looking statements are not historical facts, nor should they be relied upon as providing assurance of future performance. Forward-looking statements are based on current beliefs, expectations and assumptions regarding the future of the Corporation’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Corporation’s control. Note that many factors, some of which are discussed elsewhere in this report and in the documents that are incorporated by reference, could affect the future financial results of the Corporation and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in the forward-looking statements contained or incorporated by reference in this Form 10-Q. Actual results could differ materially from those indicated in forward-looking statements due to, among others, the following factors:

changes in market interest rates and the persistence of the current inflationary environment in the U.S. and our market areas and the potential for an economic downturn or recession;

the effects of financial challenges at other banking institutions that could lead to depositor concerns that spread within the banking industry causing disruptive deposit outflows and other destabilizing results;

legislative and regulatory changes, and the uncertain impact of new laws and regulations;

monetary and fiscal policies of the federal government;

the effects of changes in accounting policies and practices;

ineffectiveness of the Corporation’s business strategy due to changes in current or future market conditions; changes in deposit flows, the cost of funds, demand for loan products and the demand for financial services;

the effects of the COVID-19 pandemic, including on the Corporation’s credit quality and operations as well as its impact on general economic conditions;

competition; market volatility, market downturns, changes in consumer behavior, business closures;

adverse changes in the quality or composition of the Corporation’s loan, investment and mortgage-backed securities portfolios, including from the effects of the current inflationary environment;

geographic concentration of the Corporation’s business;

deterioration of commercial real estate values;

the adequacy of loan loss reserves and the Corporation’s transition to the Current Expected Credit Loss (CECL) method of reserving for losses in its loan portfolio;

deterioration in the credit quality of borrowers;

the Company’s ability to attract and retain key personnel;

the impact of operational risks, including the risk of human error, failure or disruption of internal processes and systems, including of the Corporation’s information and other technology systems;

uncertainty surrounding the transition from LIBOR to an alternate reference rate;

failure or circumvention of our internal controls;

the Corporation’s ability to keep pace with technological changes;

breaches of security or failures of the Corporation to identify and adequately address cybersecurity and data breaches;

- 37 -


changes in government regulation and supervision and the potential for negative consequences resulting from regulatory examinations, investigations and violations;

the effects of adverse outcomes from claims and litigation;

occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, epidemics or pandemics, an outbreak or escalation of hostilities or other geopolitical instabilities, the effects of climate change or extraordinary events beyond the Corporation's control, and the Corporation’s ability to deal effectively with disruptions caused by the foregoing; and

economic, competitive, governmental and technological factors affecting the Corporation’s operations, markets, products, services and fees.

For a discussion of other risks and uncertainties that could affect the Corporation, please refer to the “Risk Factors” section of our Annual Report on Form 10-K for the year-ended December 31, 2022, and its current and periodic reports that are, or will be, filed with the Securities and Exchange Commission (“SEC”) and available on the SEC’s website at www.sec.gov or in the Investor Relations section of the Corporation’s website at www.peoplesbanknet.com. The Corporation undertakes no oblication, other than as required by law, to update or revise any forward-looking statement to reflect new information, events occurring after the date of this Form 10-Q or otherwise.

Critical Accounting Policies

The Corporation’s critical accounting policies, as summarized in Note 1—Summary of Significant Accounting Policies, include those related to the allowance for credit losses which requires management to make significant judgments, estimates and assumptions that have a material impact on the carrying value of certain assets and liabilities. For this Form 10-Q, there were material changes made to the Corporation’s critical accounting policies, which were described in Item 7 of the Corporation’s previously filed Annual Report on Form 10-K for the year ended December 31, 2022 as a result of the adoption of ASU 2016-13 as discussed below.

On January 1, 2023, the Corporation adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The Corporation adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet (OBS) credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Corporation recorded a net decrease to retained earnings of $2.1 million as of January 1, 2023 for the cumulative effect of adopting ASC 326. The transition adjustment included a $927,000 increase to ACL, a $1.9 million increase in the ACL for unfunded commitments and a $667,000 increase in deferred tax assets.

Allowance for credit losses – loans

The allowance for credit losses (“ACL”) is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

Management estimates the allowance balance using relevant available information from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. These adjustments are commonly known as the Qualitative Framework.

In addition to the estimated quantitative credit loss for loans evaluated collectively, qualitative factors that may not be fully captured in the quantitative results are also evaluated. These include changes in lending policy, the nature and volume of the portfolio, overall business conditions in the economy, credit concentrations, competition, model imprecision, and legal and regulatory requirements. Qualitative adjustments are judgmental and are based on management’s knowledge of the portfolio and the markets in which the Corporation operates. Qualitative adjustments are evaluated and approved on a quarterly basis. Additionally, the ACL includes other allowance categories that are not directly incorporated in the quantitative results including loans in process.

- 38 -


The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. Loans evaluated collectively for expected credit losses include loans on accrual status and loans initially evaluated individually but determined to not to have enhanced credit risk characteristics. The Corporation has identified the following portfolio segments:

Commercial loans

Commercial real estate – construction

Commercial real estate – owner occupied

Commercial real estate – non-owner occupied

Residential real estate – construction

Residential real estate – revolving

Residential real estate – multi family

Residential real estate – other

Consumer loans

The Corporation measures the allowance for credit losses using the following methods.

• Loans are aggregated into pools based on similar risk characteristics.

• The Probability of Default (PD) and Loss Given Default (LGD) CECL model components are determined based on loss estimates driven by historical experience at the input level.

• The PD model component uses "through the economic cycle transition" matrices based on the Corporation’s and peer group historical loan and transaction data across each pool of loans.

• The LGD model component calculates a lifetime estimate across each pool of loans utilizing a nonparametric loss curve modeling approach.

• Reasonable and supportable forecasts are incorporated into the PD model component that are based on different economic forecasts and scenarios sourced from an external party. A future loss forecast over the reasonable and supportable forecast period is based on the projected performance of specific economic variables that statistically correlate with the PD and LGD pools. After the reasonable and supportable forecast period, loss estimates naturally revert to input-level reversion.

• Cash flow assumptions are established for each loan using maturity date, amortization schedule and interest rate.

• A constant prepayment rate is calculated for each loan pool in the CECL model.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Loans are modified if the Corporation grants borrowers experiencing financial difficulties concessions that it would not otherwise consider. Concessions granted under a modification may involve a reduction of the interest rate, forgiveness of principal, extension of the term of the loan, and/or other-than-insignificant payment delays.

Three Months Ended March 31, 2023 vs. Three Months Ended March 31, 2022

The schedule below presents selected performance metrics for the first quarter of both 2023 and 2022.

Three months ended

March 31,

2023

2022

Basic earnings per share

$

0.73

$

0.32

Diluted earnings per share

$

0.73

$

0.32

Cash dividend payout ratio

21.93

%

46.54

%

Return on average assets

1.29

%

0.51

%

Return on average equity

15.45

%

6.33

%

Net interest margin (tax equivalent basis)

4.00

%

2.79

%

Net overhead ratio

1.93

%

1.81

%

Efficiency ratio

59.05

%

74.51

%

Average equity to average assets

8.38

%

8.09

%

The Corporation’s net income (earnings) was $6,992,000 for the quarter ended March 31, 2023, as compared to $3,053,000 for the quarter ended March 31, 2022, an increase of $3,939,000 or 129 percent.

- 39 -


INCOME STATEMENT ANALYSIS

Net Interest Income

Unless otherwise noted, this section discusses interest income and interest expense amounts as reported in the Consolidated Statements of Income, which are not presented on a tax equivalent basis.

Net interest income for the quarter ended March 31, 2023 was $20,555,000, an increase of $4,854,000 or 31 percent compared to net interest income of $15,701,000 for the first quarter 2022.

The Corporation’s net interest margin, computed as interest income (tax-equivalent basis) annualized as a percentage of average interest earning assets, was 4.00 percent for the first quarter 2023 compared to 2.79 percent for the first quarter 2022. The net interest margin expansion was primarily the result of higher rates on commercial loans. Net interest margin also benefited from higher rates on interest bearing deposits with banks and higher volume and rates on investment securities. Higher rates on interest bearing demand deposits and time deposits offset the margin expansion.

Total interest income for the first quarter 2023 totaled $26,293,000, an increase of $8,996,000 or 52 percent above the amount of total interest income for the first quarter 2022. The change was primarily a result of higher rates on interest bearing deposits with banks and commercial loans and higher volume and rates of investment securities.

Interest and dividend income on investments increased $1,643,000 or 102 percent in the first quarter 2023 compared to the same period in 2022. The average balance of the investment securities portfolio increased $109,996,000 or 39 percent when comparing the first quarter 2023 to the same period in 2022. The tax-equivalent yield on investments for the first quarter 2023 was 2.68 percent or 65 basis points higher than the 2.03 percent realized in the first quarter 2022. The average balance of interest bearing deposits with banks decreased $423,267,000 or 88 percent in the first quarter 2023 compared to the first quarter 2022. Depsite the decrease, the yield on the interest bearing deposits with banks increased 441 basis points when comparing the first quarter 2023 to the same period in 2022.

Interest income on loans increased $7,353,000 or 47 percent in the first quarter 2023 compared to the same period in 2022. The average balance of outstanding loans, primarily commercial loans, increased $108,715,000 or 7 percent comparing the first quarter 2023 to the same period in 2022. Higher rates on commercial loans was the primary driver of the increase in interest income on loans. The tax-equivalent yield on loans for the first quarter 2023 was 5.72 percent or 155 basis points higher than the 4.17 percent experienced in the first quarter 2022.

Total interest expense for the first quarter 2023 was $5,738,000, an increase of $4,142,000 or 260 percent as compared to total interest expense of $1,596,000 for the first quarter 2022. The change was primarily the result of the higher cost of interest bearing demand and time deposits.

Interest expense on deposits increased $4,075,000 or 384 percent in the first quarter 2023 compared to the same period in 2022. The average rate paid on interest bearing deposits was 1.43 percent in the first quarter 2023 or 116 basis points higher than the average rate paid of 0.27 percent in the first quarter 2022. The average balance of interest bearing deposits for the first quarter 2023 decreased by $147,785,000 or 9 percent compared to the first quarter 2022. Also, noninterest-bearing deposits decreased, with the average volume for the first quarter 2023 decreasing 13 percent to $444,416,000 as compared to $511,170,000 for the first quarter 2022.

For the first quarter 2023 interest expense on borrowings increased $67,000 or 13 percent compared to the first quarter 2022. Short-term borrowings consisting of repurchase agreements and other short-term borrowings averaged $12,894,000 for the first quarter 2023, compared to an average balance of $9,967,000 for the first quarter 2022. The rate on average short-term borrowings for the first quarter 2023 was 1.20 percent, an increase as compared to a rate of 0.41 percent for the first quarter 2022. Long-term debt, which includes borrowings from the Federal Home Loan Bank of Pittsburgh (FHLBP) and junior subordinated trust preferred securities averaged $14,690,000 for the first quarter 2023 and $23,363,000 for the first quarter 2022. The decrease was attributable to FHLBP advances totaling $10,000,000 which matured and were repaid in the second quarter of 2022. For the first quarter 2023, the rate on average long-term debt was 5.37 percent, an increase of 269 basis points as compared to a rate of 2.68 percent for the first quarter 2022. The increase was related to recent rising market rates. Subordinated debentures, issued in December 2020 by the Corporation, averaged $30,777,000 for the first quarter 2023 and $30,696,000 for the first quarter 2022.

- 40 -


Table 1-Average Balances and Interest Rates (tax equivalent basis)

Three months ended March 31,

2023

2022

Average

Yield/

Average

Yield/

(dollars in thousands)

Balance

Interest

Rate

Balance

Interest

Rate

Assets

Interest bearing deposits with banks

$

60,286

$

684

4.60

%

$

483,553

$

228

0.19

%

Investment securities:

Taxable

369,154

2,474

2.72

258,112

1,289

2.03

Tax-exempt

23,537

125

2.15

24,583

124

2.05

Total investment securities

392,691

2,599

2.68

282,695

1,413

2.03

Loans:

Taxable (1)

1,613,154

22,860

5.75

1,516,145

15,594

4.17

Tax-exempt

22,597

217

3.89

10,891

111

4.13

Total loans

1,635,751

23,077

5.72

1,527,036

15,705

4.17

Total earning assets

2,088,728

26,360

5.12

2,293,284

17,346

3.07

Other assets (2)

71,428

92,129

Total assets

$

2,160,156

$

2,385,413

Liabilities and Shareholders' Equity

Deposits:

Interest bearing demand

$

902,917

$

3,461

1.55

%

$

997,383

$

331

0.13

%

Savings

160,062

12

0.03

155,982

12

0.03

Time

393,732

1,664

1.71

451,131

719

0.65

Total interest bearing deposits

1,456,711

5,137

1.43

1,604,496

1,062

0.27

Short-term borrowings

12,894

38

1.20

9,967

10

0.41

Long-term debt

14,690

194

5.37

23,363

155

2.68

Subordinated debentures

30,777

369

4.86

30,696

369

4.88

Total interest bearing liabilities

1,515,072

5,738

1.54

1,668,522

1,596

0.39

Noninterest bearing deposits

444,416

511,170

Other liabilities

18,250

12,755

Shareholders' equity

182,418

192,966

Total liabilities and

shareholders' equity

$

2,160,156

$

2,385,413

Net interest income (tax equivalent basis)

$

20,622

$

15,750

Net interest margin (3)

4.00

%

2.79

%

Tax equivalent adjustment

(67)

(49)

Net interest income

$

20,555

$

15,701

(1)Average balance includes average nonaccrual loans of $9,962,000 for 2023 and $32,036,000 for 2022.

Interest includes net loan fees of $641,000 for 2023 and $1,429,000 for 2022.

(2)Average balance includes average bank owned life insurance and foreclosed real estate.

(3)Net interest income (tax equivalent basis) annualized as a percentage of average earning assets.

- 41 -


Table 2-Rate/Volume Analysis of Changes in Net Interest Income (tax equivalent basis)

Three months ended

March 31,

2023 vs. 2022

Increase (decrease) due to change in*

(dollars in thousands)

Volume

Rate

Net

Interest Income

Interest bearing deposits with banks

$

(200)

$

656

$

456

Investment securities:

Taxable

412

773

1,185

Tax-exempt

(5)

6

1

Loans:

Taxable

340

6,926

7,266

Tax-exempt

120

(14)

106

Total interest income

667

8,347

9,014

Interest Expense

Deposits:

Interest bearing demand

(31)

3,161

3,130

Savings

0

0

0

Time

(92)

1,037

945

Short-term borrowings

1

27

28

Long-term debt

(70)

109

39

Subordinated debentures

1

(1)

0

Total interest expense

(191)

4,333

4,142

Net interest income (tax equivalent basis)

$

858

$

4,014

$

4,872

*Changes which are due to both volume and rate are allocated in proportion to their relationship to the amount of change attributed directly to volume or rate.

Provision for Credit Losses

The provision for credit losses is an expense charged to earnings to cover the estimated losses attributable to uncollected loans. The provision reflects management’s judgment of an appropriate level for the allowance for credit losses. Total provision for credit losses, including off-balance sheet exposures, for the first quarter 2023 was $738,000. The provision in the first quarter was primarily attribitable to the charge-off recorded on loans transferred to held for sale. The allowance as a percentage of total loans was 1.31 percent at March 31, 2023, as compared to 1.27 percent at December 31, 2022 and 1.44 percent at March 31, 2022.

More information about the allowance for credit losses can be found in this report under the caption Allowance for Credit Losses on page 48.

Noninterest Income

The following table presents the components of total noninterest income for the first quarter 2023, compared to the first quarter 2022.

Table 3 - Noninterest income

Three months ended

Change

March 31,

Increase (Decrease)

(dollars in thousands)

2023

2022

$

%

Trust and investment services fees

$

1,202

$

1,162

$

40

3

%

Income from mutual fund, annuity and insurance sales

369

330

39

12

Service charges on deposit accounts

1,485

1,282

203

16

Income from bank owned life insurance

322

311

11

4

Other income

862

419

443

106

Gain on sales of loans held for sale

10

358

(348)

(97)

Gain on sales of assets held for sale

118

0

118

100

Loss on sales of securities

(388)

0

(388)

(100)

Total noninterest income

$

3,980

$

3,862

$

118

3

%

- 42 -


The discussion that follows addresses changes in selected categories of noninterest income.

Service changes on deposit accountsThe $203,000 or 16 percent increase in service charges on deposit accounts is due to higher insufficient funds fees and early withdrawal penalties assessed on time deposits.

Other incomeThe $443,000 or 106 percent increase in other income is primarily attributable to higher loan swap fees and higher merchant credit card income.

Gain on sales of loans held for saleThe $348,000 or 97 percent decrease in gain on sales of loans was due to the sale of a smaller volume of mortgage loans to the secondary market during the first quarter 2023 compared to the first quarter 2022, impacted by increasing market rates.

Gain on sales of assets held for saleThe $118,000 or 100 percent increase in gain on sales of assets held for sale are related to the sale of the former Gardenville branch real estate.

Loss on sales of securitiesThe $388,000 or 100 percent change in loss on sales of securities is the result of selling securities in the current period and none in the first quarter 2022.

Noninterest Expense

The following table presents the components of total noninterest expense for the first quarter 2023, compared to the first quarter 2022.

Table 4 - Noninterest expense

Three months ended

Change

March 31,

Increase (Decrease)

(dollars in thousands)

2023

2022

$

%

Personnel

$

9,042

$

8,390

$

652

8

%

Occupancy of premises, net

978

979

(1)

(0)

Furniture and equipment

838

887

(49)

(6)

Professional and legal

467

859

(392)

(46)

Marketing

276

400

(124)

(31)

FDIC insurance

250

239

11

5

Debit card processing

478

382

96

25

External data processing

1,010

821

189

23

Committee & director fees

358

194

164

85

PA shares tax

343

355

(12)

(3)

Other

771

1,170

(399)

(34)

Total noninterest expense

$

14,811

$

14,676

$

135

1

%

The discussion that follows addresses changes in selected categories of noninterest expense.

PersonnelThe $652,000 or 8 percent increase in personnel expense is attributed to higher variable compensation accruals in the first quarter 2023.

Professional and legalThe $392,000 or 46 percent decrease in professional and legal expense is attributed to higher legal fees associated with corporate matters in the first quarter 2022.

MarketingThe $124,000 or 31 percent decrease in marketing expense is related to the marketing campaigns related to the new Hunt Valley Connections Center in the first quarter 2022.

Debit card processingThe $96,000 or 25 percent increase in debit card processing expense is attributed to the growth of retail clients and increased usage of electronic methods to access deposit accounts.

External data processingThe $189,000 or 23 percent increase in external data processing expense is attributed to increased reliance on technology.

Committee and director feesThe $164,000 or 85 percent increase in committee and director fees is related to the increased number of directors, as well as higher stock awards granted in the first quarter 2023.

- 43 -


Provision for Income Taxes

The provision for income taxes for the first quarter 2023 was $1,994,000 an increase of $1,187,000 or 147 percent as compared to the first quarter 2022. The increase was attributed to higher pre-tax net income for the first quarter 2023 compared to the first quarter 2022. The effective tax rate for the three months ended March 31, 2023 and March 31, 2022 was 22.2 percent and 20.9 percent, respectively. The effective tax rate differs from the statutory tax rate primarily due to the impact of certain elements with specific tax benefits, including tax-exempt income, such as income from tax-exempt investments, tax-exempt loans, and bank-owned life insurance.  

 

BALANCE SHEET REVIEW

Interest Bearing Deposits with Banks

On March 31, 2023, interest bearing deposits with banks totaled $83,266,000, a decrease of $16,511,000 or 17 percent, compared to the level at year-end 2022. The decrease is primarily the result of the purchase of investment securities and an increase in commercial loans.

Investment Securities (Available-for-Sale)

The Corporation’s entire investment securities portfolio is classified available-for-sale, and is comprised of interest-earning debt securities. The overall composition of the Corporation’s investment securities portfolio is provided in Note 2—Securities. On March 31, 2023, the fair value of investment securities available-for-sale totaled $349,850,000, which represented an increase of $4,393,000 as compared to the fair value of investment securities at year-end 2022. Purchases of securities exceeded the cash flows from principal reductions and maturities during the first three months of 2023.

Restricted Investments in Bank Stock, at Cost

On March 31, 2023, restricted investments in bank stock, at cost, was $2,955,000, which was $2,000,000 or 209 percent higher than the level at year-end 2022. This was attributable to short-term borrowings of $50,000,000 with FHLBP, which requires a corresponding membership stock purchase.

Loans Held For Sale

On March 31, 2023, there were no loans held for sale, which was $154,000 or 100 percent lower than the level at year-end 2022. This was attributable to lower secondary market mortgage volume and fewer SBA loans sold in the first three months of 2023.

Loans Held For Investment

On March 31, 2023, total loans, net of deferred fees, were $1.65 billion, which was $15,024,000 or 1 percent higher than the level at year-end 2022. The composition of the Corporation’s loan portfolio is provided in Note 4—Loans and Allowance for Credit Losses.

Deposits

Deposits are the Corporation’s principal source of funding for earning assets. On March 31, 2023, deposits totaled $1.89 billion, which reflected a $53,834,000 or 3 percent decrease compared to the level at year-end 2022. Of the decrease in total deposits, $10,502,000 is attributable to noninterest bearing deposits and $43,332,000 is related to interest bearing deposits, primarily money market accounts, offset by an increase in time deposits. The composition of the Corporation’s total deposit portfolio is provided in Note 6—Deposits.

Short-term Borrowings

Short-term borrowings, which consist of securities sold under agreements to repurchase (repurchase agreements), federal funds purchased, and other short-term borrowings, totaled $61,371,000 at March 31, 2023, which reflected a $49,766,000 or 429 percent increase compared to the level at year-end 2022. At March 31, 2023, the balance of other short-term borrowings was $50,000,000 compared to $0 at December 31, 2022, which consisted of FHLBP overnight borrowings.

Long-term Debt and Subordinated Debentures

The Corporation uses long-term borrowings as a secondary funding source for asset growth and to manage interest rate risk. On March 31, 2023, long-term debt, including subordinated debentures totaled $42,327,000 compared to $42,314,000 at year-end 2022. A listing of outstanding long-term debt obligations is provided in Note 6—Short-Term Borrowings and Long-Term Debt.

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Shareholders’ Equity and Capital Adequacy

Shareholders’ equity, or capital, enables Codorus Valley to maintain asset growth and absorb losses. Capital adequacy can be affected by a multitude of factors, including profitability, new stock issuances, corporate expansion and acquisitions, dividend policy and distributions, and regulatory mandates. The Corporation’s total shareholders’ equity was approximately $184,946,000 on March 31, 2023, an increase of $7,646,000 or 4 percent compared to the level at year-end 2022. The increase was primarily attributable to net income of $7.0 million and other comprehensive income of $3.8 million, partially offset by dividends paid of $1.5 million for the three months ended March 31, 2023 and the adoption of ASC Topic 326 (CECL) of $2.1 million.

Cash Dividends on Stock

The Corporation has historically paid cash dividends on its stock on a quarterly basis. The Board of Directors determines the dividend rate after considering the Corporation's capital requirements, current and projected net income, and other relevant factors. As recently announced, the Board of Directors declared a quarterly cash dividend of $0.16 per share on April 11, 2023, payable on May 9, 2023, to shareholders of record at the close of business on April 25, 2023. The cash dividend follows a quarterly cash dividend of $0.16 per share distributed in February 2023.

Capital Adequacy

The Corporation and PeoplesBank are subject to various regulatory capital requirements administered by banking regulators that involve quantitative guidelines and qualitative judgments. The regulatory capital measures for the Corporation and PeoplesBank as of March 31, 2023 and the minimum capital ratios established by regulators are set forth in Note 8—Regulatory Matters to the financial statements. We believe that PeoplesBank is well capitalized on March 31, 2023 and had no regulatory dividend restrictions (see Note 8—Regulatory Matters to the financial statements).

RISK MANAGEMENT

Credit Risk Management

Credit risk represents the possibility that a loan client, counterparty or issuer may not perform in accordance with contractual terms, posing one of the most significant risks of loss to the Corporation. Accordingly, the Corporation emphasizes the management of credit risk, and has established a lending policy which management believes is sound given the nature and scope of our operations. The Credit Risk Management section included in Item 7 of the Corporation’s previously filed Annual Report on Form 10-K for the year ended December 31, 2022, provides a more detailed overview of the Corporation’s credit risk management process.

Management regularly analyzes the commercial real estate portfolio, which includes the review of occupancy, cash flows, expenses and expiring leases, as well as the location of the real estate. At March 31, 2023, the Corporation has $142,200,000 total potential exposure in loans related to office space. Management believes that the office space portfolio is well-diversified and includes only limited exposure to properties located in major metro markets.

Nonperforming Assets

Nonperforming assets, as shown in the table below, are asset categories that pose the greatest risk of loss. The level of nonperforming assets at March 31, 2023 was $9,113,000, which decreased by $2,336,000 or 20 percent when compared to year-end 2022, of which $1,213,000 relates to troubled debt restructured loans reported under previously applicable GAAP.

The Corporation regularly monitors large and criticized assets in its commercial loan portfolio recognizing that prolonged low economic growth, or a weakening economy, could have negative effects on these commercial borrowers. Nonperforming assets are monitored and managed for collection of these accounts. Collection efforts, including modification of contractual terms for individual accounts based on prevailing market conditions and liquidation of collateral assets, are employed to maximize recovery. A special assets committee meets regularly, at a minimum quarterly, to review nonperforming assets. We generally rely on appraisals performed by independent licensed appraisers to determine the value of real estate collateral for collateral-dependent loans. Generally, an appraisal is performed when: an account reaches 90 days past due, unless a certified appraisal was completed within the past twelve months; market values have changed significantly; the condition of the property has changed significantly; or the existing appraisal is outdated based upon regulatory or policy requirements. In instances where the value of the collateral, net of costs to sell, is less than the net carrying amount for individually evaluated commercial related loans, a specific loss allowance is established for the difference. Further provisions for credit losses may be required for nonaccrual loans as additional information becomes available or conditions change. When it is probable that some portion or an entire loan balance will not be collected, that amount is charged off as loss against the allowance.

The paragraphs and table below address significant changes in the nonperforming asset categories as of March 31, 2023 compared to December 31, 2022.

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Table 5 – Nonperforming assets

(dollars in thousands)

March 31, 2023

Nonaccrual loans:

Commercial loans

$

4,764

Commercial real estate:

Other

2,241

Residential real estate:

Construction

282

Revolving

637

Other

710

Total nonaccrual loans

$

8,634

Other Real Estate Owned

$

479

Total Nonperforming assets

$

9,113

Individually evaluated loans without a valuation allowance

$

6,571

Individually evaluated loans with a valuation allowance

2,063

Total individually evaluated loans

$

8,634

Valuation allowance related to individually evaluated loans

$

1,781

Nonaccrual loans as a % of total loans

0.52

%

Nonperforming assets to total loans and foreclosed real estate

0.55

%

Nonperforming assets as a % of total period-end assets

0.41

%

ACL as a % of nonaccrual loans

249.54

%

ACL as a % of nonperforming assets

236.44

%

ACL as a % of total loans

1.31

%

Nonaccrual loans as a % of applicable portfolio:

Commercial loans

2.59

%

Commercial real estate:

Other

0.28

%

Residential real estate:

Construction

1.20

%

Revolving

0.62

%

Other

5.37

%

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(dollars in thousands)

December 31, 2022

Nonaccrual loans:

Builder & developer

$

1,773

Commercial real estate investor

222

Residential real estate investor

856

Manufacturing

2,965

Agriculture

912

Commercial other

3,436

Residential mortgages

349

Home equity

457

Total nonaccrual loans

$

10,970

Troubled debt restructurings (TDRs):

Performing

$

1,213

Total TDR loans

$

1,213

Other Real Estate Owned:

$

479

Total Nonperforming assets

$

11,449

Impaired loans without a valuation allowance

$

9,400

Impaired loans with a valuation allowance

2,783

Total impaired loans

$

12,183

Valuation allowance related to impaired loans

$

2,484

Nonaccrual loans as a % of total loans

0.67

%

Nonperforming loans as a % of total loans

0.67

%

Nonperforming assets as a % of total period-end assets

0.52

%

ALL as a % of nonaccrual loans

189.02

%

ALL as a % of nonperforming assets

181.12

%

ALL as a % of total loans

1.27

%

Nonaccrual loans as a % of applicable portfolio:

Builder & developer

1.38

%

Commercial real estate investor

0.06

%

Residential real estate investor

0.33

%

Manufacturing

3.42

%

Agriculture

1.00

%

Commercial other

1.64

%

Residential mortgages

0.26

%

Home equity

0.47

%

Nonperforming loans

Nonperforming loans consist of nonaccrual loans and accruing loans 90 days or more past due. We generally place a loan on nonaccrual status and cease accruing interest income (i.e., recognize interest income on a cash basis, as long as the loan is sufficiently collateralized) when loan payment performance is unsatisfactory and the loan is past due 90 days or more. A loan is returned to interest accruing status when we determine that circumstances have improved to the extent that all of the principal and interest amounts contractually due are current for at least six consecutive payments and future payments are reasonably assured. Loans past due 90 days or more and still accruing interest represent loans that are contractually past due, but are well collateralized and in the process of collection. As of March 31, 2023, the nonperforming loan portfolio balance totaled $8,634,000, compared to $10,970,000 at year-end 2022. For both periods, the nonperforming portfolio balance was comprised primarily of collateralized commercial loans.

Foreclosed Real Estate

Foreclosed real estate represents real estate acquired to satisfy debts owed to PeoplesBank and is included in the Other Assets category on the Corporation’s balance sheet. Foreclosed real estate as of March 31, 2023 and December 31, 2022 was $479,000.

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Allowance for Credit Losses (ACL)

The ACL is a reserve accumulated on the Consolidated Balance Sheets through the recognition of the provision for credit losses. The Corporation records a provision for credit losses in the Consolidated Statements of Income to maintain the ACL at a level considered sufficient to absorb expected credit losses.

The ACL on loans was $21,544,000 as of March 31, 2023 and $20,736,000 as of December 31, 2022. As a percentage of period-end loans, the ACL was 1.31 percent as of March 31, 2023 and 1.27 percent as of December 31, 2022. As detailed in Note 1–Summary of Significant Accounting Policies, the ACL increased $927,000 at the adoption of CECL.

The ACL as a percentage of nonaccrual loans was 249.54 percent as of March 31, 2023 and 189.02 percent as of December 31, 2022. The ACL as a percentage of nonperforming assets was 236.44 percent as of March 31, 2023 and 181.12 percent as of December 31, 2022.

The ACL on unfunded commitments was $2,135,000 as of March 31, 2023 and $0 as of December 31, 2022. The Corporation recorded $246,000 of provision for credit losses on unfunded commitments for the three months ended March 31, 2023, compared to none in the prior year. Similar to the increase in ACL on loans, the increase in ACL and provision expense on unfunded commitments was related to the adoption of CECL.

Liquidity Risk Management

Maintaining adequate liquidity provides the Corporation with the ability to meet financial obligations to depositors, loan clients, employees, and shareholders on a timely and cost effective basis in the normal course of business. Additionally, adequate liquidity provides funds for growth and business opportunities as they arise. Liquidity is generated from transactions relating to both the Corporation's assets and liabilities. The primary sources of asset liquidity are funds received from client loan payments, investment maturities and cash inflows from mortgage-backed securities, and the net proceeds of asset sales. The primary sources of liability liquidity are deposit growth, and funds obtained from short-term borrowings and long-term debt. The Consolidated Statements of Cash Flows, included in this report, present the changes in cash from operating, investing and financing activities. At March 31, 2023, we believe that liquidity was adequate based upon the potential liquidation of unpledged available-for-sale securities with a fair value totaling approximately $163,016,000 and available credit from the Federal Home Loan Bank of Pittsburgh totaling approximately $732,172,000. The Corporation’s loan-to-deposit ratio was 87.2 percent as of March 31, 2023, 84.0 percent as of December 31, 2022 and 72.9 percent as of March 31, 2022.

Off-Balance Sheet Arrangements

The Corporation’s financial statements do not reflect various commitments that are made in the normal course of business, which may involve some liquidity risk. These commitments consist primarily of commitments to grant new loans, unfunded commitments under existing loan facilities, and letters of credit issued under the same standards as on-balance sheet instruments. Unused commitments at March 31, 2023, totaled $743,146,000 and consisted of $653,200,000 in unfunded commitments under existing loan facilities, $69,026,000 to grant new loans and $20,920,000 in letters of credit. Generally these commitments have fixed expiration dates or termination clauses and are for specific purposes. Accordingly, many of the commitments are expected to expire without being drawn upon and, therefore, generally do not present significant liquidity risk to the Corporation or PeoplesBank.

Critical Accounting Estimates

Disclosure of the Corporation’s significant accounting policies is included in Note 1 in the notes to the consolidated financial statements its December 31, 2022 Form 10-K. Some of these policies require management to make significant judgments, estimates and assumptions that have a material impact on the carrying value of certain assets and liabilities. Management makes significant estimates in determining the allowance for credit loans. Subsequent to the adoption of ASC 326 in the first quarter of 2023, the Corporation’s accounting policy for ACL – loans is now as follows:

Allowance for credit losses – loans

The allowance for credit losses (“ACL”) is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

Management estimates the allowance balance using relevant available information from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as changes in

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environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. These adjustments are commonly known as the Qualitative Framework.

In addition to the estimated quantitative credit loss for loans evaluated collectively, qualitative factors that may not be fully captured in the quantitative results are also evaluated. These include changes in lending policy, the nature and volume of the portfolio, overall business conditions in the economy, credit concentrations, competition, model imprecision, and legal and regulatory requirements. Qualitative adjustments are judgmental and are based on management’s knowledge of the portfolio and the markets in which the Corporation operates. Qualitative adjustments are evaluated and approved on a quarterly basis. Additionally, the ACL includes other allowance categories that are not directly incorporated in the quantitative results including loans in process.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. Loans evaluated collectively for expected credit losses include loans on accrual status and loans initially evaluated individually but determined to not to have enhanced credit risk characteristics. The Corporation has identified the following portfolio segments:

Commercial loans

Commercial real estate – construction

Commercial real estate – owner occupied

Commercial real estate – non-owner occupied

Residential real estate – construction

Residential real estate – revolving

Residential real estate – multi family

Residential real estate – other

Consumer loans

The Corporation measures the allowance for credit losses using the following methods.

• Loans are aggregated into pools based on similar risk characteristics.

• The Probability of Default (PD) and Loss Given Default (LGD) CECL model components are determined based on loss estimates driven by historical experience at the input level.

• The PD model component uses "through the economic cycle transition" matrices based on the Corporation’s and peer group historical loan and transaction data across each pool of loans.

• The LGD model component calculates a lifetime estimate across each pool of loans utilizing a nonparametric loss curve modeling approach.

• Reasonable and supportable forecasts are incorporated into the PD model component that are based on different economic forecasts and scenarios sourced from an external party. A future loss forecast over the reasonable and supportable forecast period is based on the projected performance of specific economic variables that statistically correlate with the PD and LGD pools. After the reasonable and supportable forecast period, loss estimates naturally revert to input-level reversion.

• Cash flow assumptions are established for each loan using maturity date, amortization schedule and interest rate.

• A constant prepayment rate is calculated for each loan pool in the CECL model.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Loans are modified if the Corporation grants borrowers experiencing financial difficulties concessions that it would not otherwise consider. Concessions granted under a modification may involve a reduction of the interest rate, forgiveness of principal, extension of the term of the loan, and/or other-than-insignificant payment delays.

Expected credit losses are estimated over the contractual terms of the loans, adjusted for expected prepayments when appropriate.

To the extent actual outcomes differ from management’s estimates, additional provision for credit losses may be required that would impact the Corporation’s operating results.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The most significant market risk to which the Corporation is exposed is interest rate risk. The primary business of the Corporation and the composition of its balance sheet consist of investments in interest earning assets (primarily loans and securities), which are funded by interest bearing liabilities (deposits and borrowings), all of which have varying levels of sensitivity to changes in market interest rates. Changes in rates also have an impact on the Corporation’s liquidity position and could affect its ability to meet obligations and continue to grow.

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The Corporation employs various management techniques to minimize its exposure to interest rate risk. An Asset Liability Management Committee, consisting of key financial and senior management personnel, meets on a regular basis. The Committee is responsible for reviewing the interest rate sensitivity and liquidity positions of the Corporation, reviewing projected sources and uses of funds, approving asset and liability management policies, monitoring economic conditions, and overseeing the formulation and implementation of strategies regarding balance sheet positions.

Simulation of net interest income is performed for the next twelve-month period. A variety of interest rate scenarios are used to measure the effects of sudden and gradual movements upward and downward in the yield curve. These results are compared to the results obtained in a flat or unchanged interest rate scenario. Simulation of net interest income is used primarily to measure the Corporation’s short-term earnings exposure to rate movements. A "shock" is an immediate upward or downward movement of interest rates. The shocks do not take into account changes in client behavior that could result in changes to mix and/or volumes in the balance sheet, nor do they account for competitive pricing over the forward 12-month period. The Corporation applies these interest rate “shocks” to its financial instruments up and down 100, 200, 300, and 400 basis points. A 400 basis point decrease in interest rates is not simulated at this time.

The following table summarizes the expected impact of interest rate shocks on net interest income as well as the Corporation’s policy limits at each level. All scenarios were within policy limits at March 31, 2023.

Change in Interest Rates

Annual Change in Net

% Change in Net

% Change

(basis points)

Interest Income (in thousands)

Interest Income

Policy Limit

+100

$

2,412

2.86

%

(7.50)

%

(100)

$

(1,897)

(2.25)

%

(7.50)

%

+200

$

5,000

5.93

%

(15.00)

%

(200)

$

(4,225)

(5.01)

%

(15.00)

%

+300

$

7,617

9.04

%

(25.00)

%

(300)

$

(8,086)

(9.59)

%

(25.00)

%

+400

$

10,268

12.18

%

(35.00)

%

Item 4. Controls and Procedures

The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and Treasurer, of the effectiveness of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Corporation’s Chief Executive Officer and Treasurer concluded that, as of March 31, 2023, the Corporation’s disclosure controls and procedures were effective. The Corporation’s disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that information required to be disclosed in the Corporation’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. A control system, no matter how well conceived and operated, must reflect the fact that there are resource constraints and that the benefits of controls must be considered relative to their costs, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Effective January 1, 2023, the Corporation adopted ASC 326. The Corporation designed new controls and modified existing controls in conjunction with its adoption. These additional controls over financial reporting included controls over model creation and design, model governance and model assumptions, among others. There were no changes in the Corporation’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

 

Part II—OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation is involved in pending and threatened claims and other legal proceedings from time to time in the ordinary course of its business activities. Management evaluates the possible impact of these matters taking into consideration the most recent information available. A loss reserve is established for any matter for which it is believed that a loss is both probable and reasonably estimable. Once established, the reserve is adjusted as appropriate to reflect any subsequent developments. Actual losses with respect to any such matter may be more or less than the amount estimated. For any matter for which a loss is not probable, or the amount of the loss cannot reasonably be estimated, no loss reserve is established.

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In addition, the Corporation may be involved in legal proceedings in the form of investigations of regulatory or governmental inquiries covering a range of possible issues. These could be specific to the Corporation, or part of more wide-spread inquires by regulatory authorities. These inquiries or investigations could lead to administrative, civil or criminal proceedings involving the Corporation and could result in fines, penalties, restitution, or other types of sanctions, or the need for the Corporation to undertake remedial actions, or to alter its business, financial or accounting practices.

Management believes that any liabilities, individually or in the aggregate, that may result from the final outcomes of pending or threatened legal proceedings will not have a material adverse effect on the financial condition of the Corporation or upon its results of operations.

Item 1A. Risk Factors

Other than the risk factors set for below, there have been no material changes to the risk factors as previously disclosed in Item 1A – Risk Factors – in the Corporation’s 2022 Form 10-K.

Risks Related to Recent Banking Industry Turmoil

The Corporation is exposed to the risk that when a bank or other financial institution experiences financial difficulties, there could be an adverse “contagion” impact on other banking institutions. The recent failures of Silicon Valley Bank in California, Signature Bank in New York and First Republic Bank in California during the first and second quarters of 2023 have caused an element of panic and uncertainty in the investor community and among bank customers generally, including, specifically, deposit customers. While the Corporation does not believe that the circumstances of these three failures are necessarily indicators of broader issues for concern with all other banks or with the banking system itself, the failures are likely to reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have negative reputational ramifications for institutions in the banking industry, including, possibly, the Corporation and its PeoplesBank subsidiary. The Corporation will continue to closely monitor the ongoing events and volatility in the financial services industry, together with any responsive measures taken by the banking regulators to mitigate or manage the concerns of bank customers regarding FDIC deposit insurance coverage and the safety and soundness of community banks.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Corporation relies on its subsidiary PeoplesBank, A Codorus Valley Company, for dividend distributions, which are subject to restrictions as reported in Note 9—Regulatory Matters of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Corporation’s Board of Directors approved a new Share Repurchase Program in January 2023. Under the newly approved Program, the Corporation is authorized to repurchase up to $5 million of the Corporation’s issued and outstanding common stock. All shares of common stock repurchased pursuant to the Program are required to be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Corporation’s Dividend Reinvestment and Stock Purchase Plan and its equity compensation program. There was no activity under the new Program during the three months ended March 31, 2023.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

This Item 4 is not applicable to the Corporation.

Item 5. Other Information

None

 


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Item 6. Exhibits

 

Exhibit Number

Description of Exhibit

3.1

Amended Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for June 30, 2018, filed with the Commission on August 6, 2018)

3.2

Amended and Restated By-laws (Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed with the Commission on December 20, 2021)

4.1

Form of 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 of Codorus Valley Bancorp, Inc. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on December 10, 2020)

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – filed herewith.

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – filed herewith.

32

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith.

101

Financial statements from the Quarterly Report on Form 10-Q of Codorus Valley Bancorp, Inc. for the quarter ended March 31, 2023, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Shareholder’s Equity, and (vi) the Notes to Consolidated Financial Statements – filed herewith.

104

Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)

 


- 52 -


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Codorus Valley Bancorp, Inc.

(Registrant)

May 8, 2023

/s/ Craig L. Kauffman

Date

Craig L. Kauffman,

President

and Chief Executive Officer (Principal Executive Officer)

May 8, 2023

/s/ Larry D. Pickett

Date

Larry D. Pickett

Treasurer

(Principal Financial and Accounting Officer)

 

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