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REVIEW OF RESULTS

Balance Sheet

Loans

Loans held for investment, which include SBA-backed Paycheck Protection Program loans (SBA PPP loans), increased by $5.3 million from September 30, 2021 to December 31, 2021, or 1.4 percent annualized as the impact of SBA PPP loan forgiveness was offset by net commercial loan growth. Excluding SBA PPP loans, total loans increased by $31.6 million from September 30, 2021 to December 31, 2021, or 8.6 percent annualized. SBA PPP loans, net of deferred fees and costs, declined by $27.1 million to $27.7 million at December 31, 2021 from $54.8 million at September 30, 2021 due to forgiveness activity.

Non-accrual loans decreased by $4.8 million to $33.6 million over the three months ended December 31, 2021 as a result of PeoplesBank’s progress in reducing such assets.

Investment Securities

Investment Securities increased by $29.7 million to $254.3 million at December 31, 2021 compared to $224.6 million at September 30, 2021, as the bank purchased mortgage-backed securities, corporate securities and municipal securities.

Deposits

Deposits increased by $94.4 million, or 18.4 percent annualized, reaching $2.1 billion at December 31, 2021. During the fourth quarter of 2021, non-interest bearing demand accounts increased by $63.7 million or 55.3 percent annualized. Also increasing during the fourth quarter of 2021 were interest bearing demand accounts by $7.9 million or 12.4 percent annualized and money market and savings accounts by $50.3 million or 23.8 percent annualized. Offsetting the increases was a $27.5 million or 22.5 percent annualized decline in certificates of deposit. The change in deposit mix resulted in an 11 basis point decrease in average interest bearing deposit cost of deposits to 0.33 percent for the quarter ended December 31, 2021, compared to 0.44 percent average interest bearing cost of deposits for the quarter ended September 30, 2021.

Income Statement

The Corporation’s net interest income for the three months ended December 31, 2021 was $15.7 million, an increase of 2.9 percent when compared to $15.2 million for the same period in 2020 and a decrease of 2.4 percent when compared to $16.1 million for the linked quarter. For the twelve months ended December 31, 2021, net interest income was $62.1 million, an increase of $1.6 million or 2.7 percent compared to $60.5 million for the twelve months ended December 31, 2020. The Corporation’s tax-equivalent net interest margin (NIM) was 2.87 percent for the twelve months ended December 31, 2021, compared to 3.13 percent for the same period in 2020. For the quarter ended December 31, 2021 and September 30, 2021, NIM was 2.75 percent and 2.90 percent, respectively. The growth of lower cost core deposits and resulting near-term growth in short-term investments served to dilute the reported NIM while having minimal impact on net interest income. PPP fees recognized during the quarter ended December 31, 2021 were $761,000, compared to $1.6 million for the quarter ended September 30, 2021 and $1.6 million for the quarter ended December 31, 2020, negatively impacting NIM. Deposits continued to shift to lower cost core deposits, reducing our average interest bearing cost of deposits by 40 basis points as compared to the quarter ended December 31, 2020, and 11 basis points on a linked quarter basis.

The provision for loan losses for the three months ended December 31, 2021 was $1.7 million compared to $760,000 for the same period in 2020 and $349,000 for the linked quarter. For the twelve months ended December 31, 2021, the provision for loan losses was $3.7 million compared to $14.7 million for the twelve months ended December 31, 2020. For the twelve months ended December 31, 2021, the decreased provision expense was attributed primarily to charge-offs arising from several commercial lending relationships during the prior period. Changes in the external environment created by the COVID-19 pandemic continue to impact the qualitative factors for certain loan segments in the allowance for loan loss analysis, but to a lesser extent than in the prior period. The Corporation’s nonperforming assets ratio was 2.22 percent as of December 31, 2021, a 19.3 percent decrease from the nonperforming assets ratio as of September 30, 2021 of 2.75 percent and a 13.3 percent decrease from the nonperforming assets ratio as of December 31, 2020 of 2.56 percent.

Noninterest income for the fourth quarter 2021 was $4.5 million, a decrease of $217,000 or 4.6 percent, as compared to noninterest income of $4.7 million for the fourth quarter 2020 and an increase of 365,000 or 8.9 percent as compared to the linked quarter. The decrease was primarily due to lower gains on sales of mortgage loans recognized during the current quarter, partially offset by higher income in all other categories, particularly trust and wealth fees, as compared to the prior periods. For the twelve months ended December 31, 2021, noninterest income was $16.4 million, an increase of $473,000 or 3.0 percent, as compared to noninterest income of $15.9 million for the twelve months ended December 31, 2020, as higher wealth management fees, service charges on deposits, income from bank owned life insurance, gains on sales of SBA loans and income from loan swap referral fees have each contributed to an increase in recurring noninterest income. Included in noninterest income is an impairment loss of $1.1 million on the sale of the Dover Financial Center.

Noninterest expense was $15.1 million for the fourth quarter 2021, an increase of $1.9 million or 14.8 percent, as compared to noninterest expense of $13.1 million for the fourth quarter 2020 and an increase of 10.3 percent compared to noninterest expense of $13.7 million for the linked quarter. Personnel, professional and legal and marketing expenses increased in the fourth quarter 2021 compared to the same period in 2020 and the linked quarter. For the twelve months ended December 31, 2021, noninterest expense totaled $56.2 million, an increase of $5.0 million or 9.8 percent, compared to $51.2 million for the twelve months ended December 31, 2020. Increased personnel, professional and legal, external data processing and marketing expense were the primary factors in the increase year-over-year.

Income tax expense for the quarter ended December 31, 2021 was $639,000, compared to $1.3 million, for the same period in 2020 and $1.4 million in the linked quarter. The effective tax rate for the three months ended December 31, 2021, December 31, 2020 and September 30, 2021 was 19.2 percent, 20.9 and 22.2 percent, respectively. Income tax expense for the twelve months ended December 31, 2021 was $4.0 million, compared to $2.0 million for the twelve months ended December 31, 2020. The effective tax rate for the twelve months ended December 31, 2021 and December 31, 2020 was 21.1 percent and 19.4 percent, respectively.

Dividend Declared and Stock Buyback

On January 11, 2022, the Board of Directors of the Corporation (the Board) declared a regular quarterly cash dividend of $0.15 per share, payable on February 8, 2022 to shareholders of record at the close of business on January 25, 2022. The payment of this $0.15 per share cash dividend for the first quarter 2022 is equal to the cash dividend paid in the prior quarter.

The Corporation repurchased 158,073 shares at a weighted average price of $22.30 per share during the fourth quarter 2021.

COVID-19

Cases of COVID-19 continued to escalate in the Pennsylvania and Maryland markets with the emergence of the Omicron variant during the fourth quarter of 2021. To combat the rise in COVID-19 cases, PeoplesBank announced temporary closures of lobbies without an appointment where drive-thru service is available. The purpose of these lobby closures was to ensure consistent operations of all financial centers and to protect associates during an elevated time of infection. Lobbies will re-open on January 31, 2022. In addition, PeoplesBank is encouraging those associates who are able to work remotely to temporarily return to full-time remote work.

PeoplesBank continues to responsibly and prudently extend credit to qualified borrowers. To date, the Bank has processed SBA PPP loans totaling approximately $250 million. PeoplesBank has successfully worked with borrowers and SBA to process forgiveness on 91.2 percent of total SBA PPP loans processed. Currently, $27.7 million of SBA PPP loans remain outstanding.

Board News

The Corporation announced in December several updates to the composition of its Board, as well as initiatives to further enhance its corporate governance practices. As part of the Company’s long-term succession plan, the Board appointed current PeoplesBank Director Keith M. Cenekofsky, CPA as director of the Corporation effective January 1, 2022. Mr. Cenekofsky succeeded Larry J. Miller, who retired as Executive Chair of the Board on December 31, 2021. In addition, Cynthia A. Dotzel, CPA and J. Rodney Messick were appointed to new positions on the Board, effective January 1, 2022. Ms. Dotzel now serves as Board Chair and Mr. Messick serves as Board Vice Chair.

The Board also announced that as part of its ongoing corporate governance review, it has approved and adopted Amended and Restated By-laws of the Corporation. The Board has adopted a majority vote standard for uncontested director elections. This enhancement, along with several others as outlined in the associated Current Report on Form 8-K, are designed to ensure that the Company is promoting industry leading corporate governance practices. The Company and the Board will continue to maintain an open dialogue with shareholders.

Business Lines

The new Hunt Valley Connections Center will open on February 7, 2022 as the first Connections Center in the Maryland market. This will replace the Hunt Valley Financial Center that is located nearby. The new location will allow PeoplesBank to consolidate business, mortgage, and wealth operations in Maryland contributing to our overall strategy of optimizing our delivery channels and provide clients an enhanced retail banking experience. The Hunt Valley Connections Center will feature expanded hours, drive-thru service and a drive-thru ATM, comfortable conversation areas to speak with a financial mentor, the vision board experience, and a concierge area to assist with digital banking needs.

In the fourth quarter of 2021, PeoplesBank announced the closure of the Young Manor Business Banking Center in downtown Hanover. The location closed at the beginning of the pandemic and clients have been directed to the North and South Hanover Financial Centers. The official closing will occur on February 11, 2022.

The Mortgage Banking Division fully rolled out a new online mortgage application in the fourth quarter of 2021. The online application will enhance new mortgage opportunities and create increased efficiencies and improve the client experience. In addition, a new Everyday Rewards+ credit card launched in December 2021.

Plans are underway to roll out new small business products with streamlined underwriting and electronic small business loan applications in 2022.

About Codorus Valley Bancorp, Inc.

Codorus Valley Bancorp, Inc. is the largest independent financial services holding company headquartered in York, Pennsylvania. Codorus Valley primarily operates through its financial services subsidiary, PeoplesBank, A Codorus Valley Company. PeoplesBank offers a full range of consumer, business, wealth management, and mortgage services at financial centers located in communities throughout South Central Pennsylvania and Central Maryland. Codorus Valley Bancorp, Inc.’s Common Stock is listed on the NASDAQ Global Market under the symbol CVLY.

Forward-looking Statements

Codorus Valley Bancorp, Inc. has made forward-looking statements in this Press Release. These forward-looking statements are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of the Corporation and its subsidiaries. When words such as “believes,” “expects,” “anticipates,” or similar expressions occur in this Press Release, the Corporation is making forward-looking statements. Note that many factors 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 in this Press Release. Those factors include, but are not limited to: the recent and continuing COVID-19 pandemic which poses risks and may harm the Corporation’s business and results of operations in future quarters, credit risk, changes in market interest rates, inability to achieve merger-related synergies, competition, economic downturn or recession, and government regulation and supervision. The Corporation provides greater detail regarding these as well as other factors in its 2020 Form 10-K and 2021 Form 10-Qs, including Risk Factors sections of those reports, and in its subsequent SEC filings. The Corporation undertakes no obligation to update or revise any forward-looking statements.

Accounting standards require the consideration of subsequent events occurring after the balance sheet date for matters that require adjustment to, or disclosure in, the consolidated financial statements. The review period for subsequent events extends up to and includes the filing date of a public company’s financial statements when filed with the Securities and Exchange Commission. Accordingly, the consolidated financial information in this announcement is subject to change.

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