Form 10-Q
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
þ   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2010
or
     
o   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                     
Commission file number: 0-15536
CODORUS VALLEY BANCORP, INC.
(Exact name of registrant as specified in its charter)
     
Pennsylvania   23-2428543
     
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
105 Leader Heights Road, P.O. Box 2887, York, Pennsylvania   17405
     
(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.)
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
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 November 5, 2010, 4,100,408 shares of common stock, par value $2.50, were outstanding.
 
 

 

 


 

Codorus Valley Bancorp, Inc.
Form 10-Q Index
         
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 Exhibit 3.1
 Exhibit 4
 Exhibit 4.1
 Exhibit 10.1
 Exhibit 10.2
 Exhibit 10.3
 Exhibit 10.4
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32

 

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Table of Contents

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Codorus Valley Bancorp, Inc.
Consolidated Balance Sheets
Unaudited
                 
    September 30,     December 31,  
(dollars in thousands, except share data)   2010     2009  
Assets
               
Interest bearing deposits with banks
  $ 13,041     $ 14,545  
Cash and due from banks
    9,534       8,634  
Federal funds sold
    3,000       3,000  
 
           
Total cash and cash equivalents
    25,575       26,179  
Securities, available-for-sale
    236,543       174,177  
Restricted investment in bank stocks, at cost
    4,277       4,277  
Loans held for sale
    4,750       1,266  
Loans (net of deferred fees of $635 - 2010 and $766 - 2009)
    641,416       645,877  
Less-allowance for loan losses
    (6,602 )     (7,175 )
 
           
Net loans
    634,814       638,702  
Premises and equipment, net
    10,898       11,223  
Other assets
    34,724       37,007  
 
           
Total assets
  $ 951,581     $ 892,831  
 
           
Liabilities
               
Deposits
               
Noninterest bearing
  $ 65,692     $ 55,583  
Interest bearing
    729,439       667,374  
 
           
Total deposits
    795,131       722,957  
Short-term borrowings
    7,063       8,466  
Long-term debt
    52,028       73,972  
Junior subordinated debt
    10,310       10,310  
Other liabilities
    8,614       5,114  
 
           
Total liabilities
    873,146       820,819  
 
           
 
               
Shareholders’ equity
               
Preferred stock, par value $2.50 per share; $1,000 liquidation preference, 1,000,000 shares authorized; 16,500 shares issued and outstanding - 2010 and 2009
    15,944       15,828  
Common stock, par value $2.50 per share; 10,000,000 shares authorized; 4,100,408 shares issued and outstanding - 2010 and 4,074,636 - 2009
    10,251       10,187  
Additional paid-in capital
    37,200       37,004  
Retained earnings
    10,279       6,592  
Accumulated other comprehensive income
    4,761       2,401  
 
           
Total shareholders’ equity
    78,435       72,012  
 
           
Total liabilities and shareholders’ equity
  $ 951,581     $ 892,831  
 
           
See accompanying notes.

 

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Table of Contents

Codorus Valley Bancorp, Inc.
Consolidated Statements of Income
Unaudited
                                 
    Three months ended     Nine months ended  
    September 30,     September 30,  
(dollars in thousands, except per share data)   2010     2009     2010     2009  
Interest income
                               
Loans, including fees
  $ 9,748     $ 8,945     $ 28,395     $ 25,578  
Investment securities:
                               
Taxable
    826       837       2,454       2,514  
Tax-exempt
    617       585       1,785       1,484  
Dividends
    2       2       6       11  
Other
    25       13       53       47  
 
                       
Total interest income
    11,218       10,382       32,693       29,634  
 
                       
Interest expense
                               
Deposits
    2,884       3,711       8,494       11,077  
Federal funds purchased and other short-term borrowings
    23             65       27  
Long-term and junior subordinated debt
    391       520       1,288       1,591  
 
                       
Total interest expense
    3,298       4,231       9,847       12,695  
 
                       
Net interest income
    7,920       6,151       22,846       16,939  
 
                       
Provision for loan losses
    560       600       1,910       2,483  
 
                       
Net interest income after provision for loan losses
    7,360       5,551       20,936       14,456  
 
                       
Noninterest income
                               
Trust and investment services fees
    348       347       1,067       961  
Income from mutual fund, annuity and insurance sales
    329       312       1,091       1,016  
Service charges on deposit accounts
    632       592       1,843       1,698  
Income from bank owned life insurance
    161       162       480       480  
Other income
    147       144       433       446  
Gains on sales of loans held for sale
    177       191       538       761  
Gains on sales of securities
                108       291  
 
                       
Total noninterest income
    1,794       1,748       5,560       5,653  
 
                       
Noninterest expense
                               
Personnel
    3,393       3,199       9,812       9,702  
Occupancy of premises, net
    465       413       1,459       1,341  
Furniture and equipment
    405       427       1,264       1,263  
Postage, stationery and supplies
    112       104       389       353  
Professional and legal
    121       121       365       304  
Marketing and advertising
    179       235       529       475  
FDIC insurance
    331       278       955       1,154  
Debit card processing
    156       131       436       383  
Charitable donations
    43       7       399       214  
Telephone
    140       132       412       387  
Foreclosed real estate including (gains) losses on sales
    765       310       1,749       415  
Impaired loan carrying costs
    199       117       782       250  
Other
    632       674       1,716       1,834  
 
                       
Total noninterest expense
    6,941       6,148       20,267       18,075  
 
                       
Income before income taxes (benefit)
    2,213       1,151       6,229       2,034  
Provision (benefit) for income taxes
    433       75       1,113       (298 )
 
                       
Net income
    1,780       1,076       5,116       2,332  
Preferred stock dividends and discount accretion
    245       245       735       712  
 
                       
Net income available to common shareholders
  $ 1,535     $ 831     $ 4,381     $ 1,620  
 
                       
Net income per common share, basic and diluted
  $ 0.37     $ 0.21     $ 1.07     $ 0.40  
 
                       
See accompanying notes.

 

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Table of Contents

Codorus Valley Bancorp, Inc.
Consolidated Statements of Cash Flows
Unaudited
                 
    Nine months ended  
    September 30,  
(dollars in thousands)   2010     2009  
Cash flows from operating activities
               
Net income
  $ 5,116     $ 2,332  
Adjustments to reconcile net income to net cash provided by operations:
               
Depreciation
    1,030       1,047  
Provision for loan losses
    1,910       2,483  
Provision for losses on foreclosed real estate
    722       189  
Deferred federal income tax expense (benefit)
    299       (103 )
Amortization of investment in real estate partnership
    421       406  
Increase in cash surrender value of life insurance investment
    (480 )     (480 )
Originations of loans held for sale
    (33,456 )     (64,025 )
Proceeds from sales of loans held for sale
    30,350       66,232  
Gains on sales of loans held for sale
    (538 )     (761 )
Gains on sales of securities available-for-sale
    (108 )     (291 )
Gains on sales of held for sale assets
    (35 )      
Gains on sales of foreclosed real estate
    (110 )      
Stock-based compensation expense
    87       136  
Increase in accrued interest receivable
    (126 )     (942 )
Decrease (increase) in other assets
    968       (1,455 )
(Decrease) increase in accrued interest payable
    (19 )     100  
Increase (decrease) in other liabilities
    3,525       (59 )
Other, net
    799       456  
 
           
Net cash provided by operating activities
    10,355       5,265  
 
           
Cash flows from investing activities
               
Securities, available-for-sale
               
Purchases
    (89,850 )     (131,440 )
Maturities, repayments and calls
    25,561       18,332  
Sales
    4,845       8,947  
Net increase in restricted investment in bank stock
          (1,570 )
Net increase in loans made to customers
    (6,284 )     (63,979 )
Purchases of premises and equipment
    (713 )     (682 )
Proceeds from sales of foreclosed real estate
    7,802        
Investment in life insurance
    (7 )     (6 )
 
           
Net cash used in investing activities
    (58,646 )     (170,398 )
 
           
Cash flows from financing activities
               
Net increase in demand and savings deposits
    49,081       58,799  
Net increase in time deposits
    23,093       56,047  
Net decrease in short-term borrowings
    (1,403 )     (18,283 )
Proceeds from issuance of long-term debt
          66,000  
Repayment of long-term debt
    (21,944 )     (15,906 )
Cash dividends paid to preferred shareholders
    (619 )     (495 )
Cash dividends paid to common shareholders
    (694 )     (926 )
Net proceeds from issuance of preferred stock and common stock warrants
          16,461  
Issuance of common stock
    173       219  
 
           
Net cash provided by financing activities
    47,687       161,916  
 
           
Net decrease in cash and cash equivalents
    (604 )     (3,217 )
Cash and cash equivalents at beginning of year
    26,179       14,875  
 
           
Cash and cash equivalents at end of period
  $ 25,575     $ 11,658  
 
           
See accompanying notes.

 

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Codorus Valley Bancorp, Inc.
Consolidated Statements of Changes in Shareholders’ Equity
Unaudited
                                                 
                                    Accumulated        
                    Additional             Other        
    Preferred     Common     Paid-in     Retained     Comprehensive        
(dollars in thousands, except share data)   Stock     Stock     Capital     Earnings     Income     Total  
 
For the nine months ended September 30, 2010
                                               
 
                                               
Balance, January 1, 2010
  $ 15,828     $ 10,187     $ 37,004     $ 6,592     $ 2,401     $ 72,012  
 
                                             
Comprehensive income:
                                               
Net income
                            5,116               5,116  
Other comprehensive income, net of tax:
                                               
Unrealized gains on securities, net
                                    2,360       2,360  
 
                                             
Total comprehensive income
                                            7,476  
 
                                             
Preferred stock discount accretion
    116                       (116 )              
Common stock cash dividends ($0.17 per share)
                            (694 )             (694 )
Preferred stock dividends
                            (619 )             (619 )
Stock-based compensation
                    87                       87  
Issuance of common stock:
                                               
17,759 shares under dividend reinvestment and stock purchase plan
            44       92                       136  
7,932 shares under employee stock purchase plan
            20       17                       37  
 
                                   
 
                                               
Balance, September 30, 2010
  $ 15,944     $ 10,251     $ 37,200     $ 10,279     $ 4,761     $ 78,435  
 
                                   
 
                                               
For the nine months ended September 30, 2009
                                               
 
                                               
Balance, January 1, 2009
  $     $ 10,043     $ 35,877     $ 5,057     $ 1,204     $ 52,181  
 
                                             
Comprehensive income:
                                               
Net income
                            2,332               2,332  
Other comprehensive income, net of tax:
                                               
Unrealized gains on securities, net
                                    2,639       2,639  
 
                                             
Total comprehensive income
                                            4,971  
 
                                             
Preferred stock and common stock warrants issued, net of issuance costs of $39
    15,678               783                       16,461  
Preferred stock discount accretion
    112                       (112 )              
Common stock cash dividends ($0.23 per share)
                            (926 )             (926 )
Preferred stock dividends
                            (495 )             (495 )
Stock-based compensation
                    136                       136  
Issuance of common stock:
                                               
23,164 shares under dividend reinvestment and stock purchase plan
            58       120                       178  
7,581 shares under employee stock purchase plan
            19       22                       41  
13,667 shares of stock-based compensation awards
            34       (34 )                      
 
                                   
 
                                               
Balance, September 30, 2009
  $ 15,790     $ 10,154     $ 36,904     $ 5,856     $ 3,843     $ 72,547  
 
                                   
See accompanying notes.

 

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Notes to Consolidated Financial Statements (Unaudited)
Note 1—Basis of Presentation
The accompanying consolidated balance sheet at December 31, 2009 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 FASB Accounting Standards Codification (ASC) 270. Accordingly, the interim financial statements do not include all of the financial information and footnotes 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 are of a normal and recurring nature.
These 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, 2009.
The consolidated financial statements include the accounts of Codorus Valley Bancorp, Inc. and its wholly owned bank subsidiary, PeoplesBank, A Codorus Valley Company (PeoplesBank), and its wholly owned nonbank subsidiary, SYC Realty Company, Inc. (collectively referred to as Codorus Valley or the Corporation). PeoplesBank has five wholly owned subsidiaries, Codorus Valley Financial Advisors, Inc. and SYC Settlement Services, Inc. and three subsidiaries whose purpose is to temporarily hold foreclosed properties pending eventual liquidation. All significant intercompany account balances and transactions have been eliminated in consolidation. The combined results of operations of the nonbank subsidiaries are not material to the consolidated financial statements.
The results of operations for the nine-month period ended September 30, 2010 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 September 30, 2010, but before the financial statements were issued for potential recognition or disclosure. In preparing these financial statements, the Corporation evaluated the events and transactions that occurred from September 30, 2010 through the date these financial statements were issued.
Note 2—Significant Accounting Policies
Per Share Computations
The weighted average number of shares of common stock outstanding used for basic and diluted calculations are provided below:
                                 
    Three months ended     Nine months ended  
    September 30,     September 30,  
(in thousands, except per share data)   2010     2009     2010     2009  
Net income available to common shareholders
  $ 1,535     $ 831     $ 4,381     $ 1,620  
 
                       
 
                               
Weighted average shares outstanding (basic)
    4,097       4,051       4,086       4,036  
Effect of dilutive stock options
    9       0       4       0  
 
                       
Weighted average shares outstanding (diluted)
    4,106       4,051       4,090       4,036  
 
                               
Basic and diluted earnings per common share
  $ 0.37     $ 0.21     $ 1.07     $ 0.40  
 
                               
Anti-dilutive stock options and common stock warrants excluded from the computation of earnings per share
    421       498       427       498  

 

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Comprehensive Income
Accounting principles generally accepted in the United States of America 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 equity section of the balance sheet, such items, along with net income, are components of comprehensive income. The components of other comprehensive income and related tax effects are presented in the following table:
                                 
    Three months ended     Nine months ended  
    September 30,     September 30,  
(dollars in thousands)   2010     2009     2010     2009  
Unrealized holding gains arising during the period
  $ 958     $ 4,604     $ 3,684     $ 4,289  
Reclassification adjustment for gains included in income
                (108 )     (291 )
 
                       
Net unrealized gains
    958       4,604       3,576       3,998  
Tax effect
    (326 )     (1,565 )     (1,216 )     (1,359 )
 
                       
Net of tax amount
  $ 632     $ 3,039     $ 2,360     $ 2,639  
 
                       
Cash Flow Information
For purposes of the 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. Noncash items for the nine-month period ended September 30, 2010 consisted of the transfer of loans to foreclosed real estate in the amount of $8,291,000 and the transfer of loans held for sale to investment in the amount of $160,000. Comparatively, for the nine-month period ended September 30, 2009 noncash transfers included the transfer of loans to foreclosed real estate in the amount of $2,992,000 and the transfer of loans held for sale to investment in the amount of $3,585,000.
Supplemental Benefit Plans
In January 2009, the Corporation incurred a non-recurring cost of $242,000 to restructure employee benefit plans. Restructuring the benefit plans resulted in a federal income tax benefit so that the overall transaction had an insignificant impact on net income.
Income Taxes
The provision for income tax for the nine month period ending September 30, 2009 was a credit, or tax benefit, which reflected a low level of pretax income, a significant increase in tax-exempt income, and a federal income tax benefit of $242,000 associated with restructuring employee benefit plans in the first quarter of 2009.
Recent Accounting Pronouncements
The FASB issued ASU 2010-20, “Receivables” (Topic 310) — “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”. This ASU requires more information about the credit quality of financing receivables in the disclosures to financial statements, such as aging information and credit quality indicators. Both new and existing disclosures must be disaggregated by portfolio segment or class. The disaggregation of information is based on how a company develops its allowance for credit losses and how it manages its credit exposure. The amendments in this Update apply to all public and nonpublic entities with financing receivables. Financing receivables include loans and trade accounts receivable. However, short-term trade accounts receivable, receivables measured at fair value or lower of cost or fair value, and debt securities are exempt from these disclosure amendments. For public companies, the amendments that require disclosures as of the end of a reporting period are effective for periods ending on or after December 15, 2010. The amendments that require disclosures about activity that occurs during a reporting period are effective for periods beginning on or after December 15, 2010. The Corporation is currently reviewing the effect this new pronouncement will have on its consolidated financial statements.

 

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The FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures” (Topic 820) — “Improving Disclosures about Fair Value Measurements.” The amendments in this Update require some new disclosures and clarify some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. Specifically, ASU 2010-06 amends Codification Subtopic 820-10 to now require:
    A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and
    In the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements.
In addition, ASU 2010-06 clarifies the requirements of the following existing disclosures:
    For purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and
    A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements.
The Corporation adopted the update, except for disclosures about purchases, sales and issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for fiscal years beginning after December 15, 2010. The adoption of the Update did not have an effect on the Corporation’s financial position or results of operations.
The FASB issued ASU 2009-16, “Transfers and Servicing” (Topic 860) — “Accounting for Transfers of Financial Assets” — an amendment of FASB Statement 140. The amendments in the Update improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Corporation adopted the update, and it did not have an effect on its financial position or results of operations.
In November 2008, the SEC released a proposed roadmap regarding the potential use by U.S. issuers of financial statements prepared in accordance with International Financial Reporting Standards (IFRS). IFRS is a comprehensive series of accounting standards published by the International Accounting Standards Board (IASB). Under the proposed roadmap, the Corporation may be required to prepare financial statements in accordance with IFRS as early as 2015. The SEC has indicated it will make a determination in 2011 regarding the mandatory adoption of IFRS. The Corporation is currently assessing the impact that this potential change would have on its consolidated financial statements, and it will continue to monitor the development of the potential implementation of IFRS.

 

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Note 3 — Securities Available-for-Sale
A summary of available-for-sale securities at September 30, 2010 and December 31, 2009 is provided below:
                                 
                            Estimated  
    Amortized     Gross Unrealized     Fair  
(dollars in thousands)   Cost     Gains     Losses     Value  
September 30, 2010
                               
Debt securities:
                               
U.S. treasury notes
  $ 8,016     $ 163     $     $ 8,179  
U.S. agency
    17,031       194             17,225  
U.S. agency mortgage-backed, residential
    114,776       3,103       (137 )     117,742  
State and municipal
    89,505       3,908       (16 )     93,397  
 
                       
Total debt securities, available-for-sale
  $ 229,328     $ 7,368     $ (153 )   $ 236,543  
 
                       
 
                               
December 31, 2009
                               
Debt securities:
                               
U.S. agency
  $ 13,526     $ 120     $     $ 13,646  
U.S. agency mortgage-backed, residential
    82,579       1,715       (34 )     84,260  
State and municipal
    73,446       2,059       (164 )     75,341  
Corporate trust preferred
    987             (57 )     930  
 
                       
Total debt securities, available-for-sale
  $ 170,538     $ 3,894     $ (255 )   $ 174,177  
 
                       
The amortized cost and estimated fair value of debt securities at September 30, 2010 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
  $ 6,531     $ 6,582  
Due after one year through five years
    150,791       155,874  
Due after five years through ten years
    67,292       69,247  
Due after ten years
    4,714       4,840  
 
           
Total debt securities
  $ 229,328     $ 236,543  
 
           
Gross gains realized from the sale of available-for-sale securities were $108,000 and $291,000 for the nine months ended September 30, 2010 and 2009, respectively. No gains were realized from the sale of available-for-sale securities in either of the three month periods ended September 30, 2010 or 2009. Realized gains and losses from the sale of available-for-sale securities 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. Securities, issued by agencies of the federal government, with a carrying value of $140,536,000 and $84,460,000 on September 30, 2010 and December 31, 2009, respectively, were pledged to secure public and trust deposits, repurchase agreements, other short-term borrowings and Federal Home Loan Bank debt.

 

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The table below shows investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2010 and December 31, 2009.
                                                 
    Less than 12 months     12 months or more     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
(dollars in thousands)   Value     Losses     Value     Losses     Value     Losses  
September 30, 2010
                                               
Available-for-sale
                                               
Debt securities:
                                               
U.S. agency mortgage-backed, residential
  $ 34,046     $ 137     $     $     $ 34,046     $ 137  
State and municipal
    1,440       8       387       8       1,827       16  
 
                                   
Total temporarily impaired debt securities
  $ 35,486     $ 145     $ 387     $ 8     $ 35,873     $ 153  
 
                                   
 
                                               
December 31, 2009
                                               
Available-for-sale
                                               
Debt securities:
                                               
U.S. agency mortgage-backed, residential
  $ 8,656     $ 34     $     $     $ 8,656     $ 34  
State and municipal
    10,607       164                   10,607       164  
Corporate trust preferred
                930       57       930       57  
 
                                   
Total temporarily impaired debt securities
  $ 19,263     $ 198     $ 930     $ 57     $ 20,193     $ 255  
 
                                   
At September 30, 2010, the unrealized losses within the less than 12 months category of $145,000 were attributable to nine different securities, primarily U.S. agency securities, and $8,000 in the 12 months or more category was attributed to one municipal security.
In April 2009, the FASB issued FASB ASC Topic 320. This guidance clarifies the interaction of the factors that should be considered when determining whether a debt security is other-than-temporarily impaired. For debt securities, the Corporation must assess whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery. These steps are done before assessing whether the entity will recover the cost basis of the investment. Previously, this assessment required the Corporation to assert it had both the intent and the ability to hold a security for a period of time sufficient to allow for an anticipated recovery in fair value to avoid recognizing an other-than-temporary impairment. This change does not affect the need to forecast recovery of the value of the security through either cash flows or market price.
In instances when a determination is made that an other-than-temporary impairment exists but the Corporation does not intend to sell the debt security and it is unlikely that the Corporation will be required to sell the debt security prior to its anticipated recovery, FASB ASC Topic 320 changes the presentation and amount of the other-than-temporary impairment recognized in the income statement. The other-than-temporary impairment is separated into (a) the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income. FASB ASC Topic 320 was effective for the Corporation for interim and annual reporting periods ended after June 15, 2009.
Available-for-sale securities 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; and 8) current financial news.

 

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We believe that unrealized losses at September 30, 2010 were primarily the result of changes in market interest rates and that we have the ability to hold these investments for a time necessary to recover the amortized cost. To date, the Corporation has collected all interest and principal on its investment securities as scheduled. We believe that collection of the contractual principal and interest is probable and therefore, all impairment is considered to be temporary.
Note 4—Restricted Investment in Bank Stocks
Restricted stock represents required investments in the common stock of correspondent banks. It consists primarily of the common stock of FHLB of Pittsburgh (FHLB) and to a lesser degree Atlantic Central Bankers Bank (ACBB) and is carried at cost as of September 30, 2010 and December 31, 2009. Under the FHLB’s Capital Plan, PeoplesBank is required to maintain a minimum member stock investment, both as a condition of becoming and remaining a member and as a condition of obtaining loans from the FHLB. In December 2008, the FHLB notified member banks that it was suspending dividend payments and the repurchase of capital stock.
We evaluate the restricted stock for impairment in accordance with FASB ASC Topic 942. Our determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as: (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB. We believe that no impairment charge was necessary related to the restricted stock during the period ended September 30, 2010.
Note 5—Loans
The composition of the loan portfolio was as follows:
                 
    September 30,     December 31,  
(dollars in thousands)   2010     2009  
Commercial, financial and agricultural
  $ 417,474     $ 415,404  
Real estate — construction and land development
    98,672       104,986  
 
           
Total commercial related loans
    516,146       520,390  
Real estate — residential and home equity
    76,055       73,294  
Consumer
    49,215       52,193  
 
           
Total consumer related loans
    125,270       125,487  
 
           
Total loans, net of deferred fees
  $ 641,416     $ 645,877  
 
           

 

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Note 6— Impaired Commercial Loans
Information regarding impaired commercial loans, comprised of loans classified as nonaccrual, substandard or 90 days past due, at September 30, 2010 and December 31, 2009, is provided below. Commercial loans are predominately real estate collateral dependent. Accordingly, impairment is based on the net realizable value of the collateral relative to recorded investment in the loan.
                 
    September 30,     December 31,  
(dollars in thousands)   2010     2009  
Impaired loans without a related allowance
  $ 21,145     $ 24,605  
Impaired loans with a related allowance
    1,478       7,828  
 
           
Total impaired loans
  $ 22,623     $ 32,433  
 
           
Allowance for impaired loans
  $ 410     $ 2,401  
 
           
Note 7—Deposits
The composition of deposits was as follows:
                 
    September 30,     December 31,  
(dollars in thousands)   2010     2009  
Noninterest bearing demand
  $ 65,692     $ 55,583  
NOW
    57,224       55,010  
Money market
    219,497       186,873  
Savings
    27,642       23,508  
Time deposits less than $100,000
    252,329       238,594  
Time deposits $100,000 or more
    172,747       163,389  
 
           
Total deposits
  $ 795,131     $ 722,957  
 
           
Note 8—Long-term Debt
PeoplesBank’s obligations to the Federal Home Loan Bank of Pittsburgh (FHLBP) are primarily fixed rate instruments. A summary of long-term debt at September 30, 2010 and December 31, 2009, is provided below:
                 
    September 30,     December 31,  
(dollars in thousands)   2010     2009  
Obligations of PeoplesBank to FHLBP:
               
Due February 2010, 1.55%
  $     $ 15,000  
Due June 2010, 4.32%
          6,000  
Due January 2011, 2.06%
    14,000       14,000  
Due January 2011, 4.30%, amortizing
    3,451       3,676  
Due August 2011, 2.42%
    12,000       12,000  
Due January 2012, 2.34%
    10,000       10,000  
Due June 2012, 4.25%, amortizing
    664       948  
Due December 2012, 1.91%
    5,000       5,000  
Due May 2013, 3.46%, amortizing
    1,507       1,906  
Due December 2013, 2.39%
    5,000       5,000  
 
           
 
    51,622       73,530  
Capital lease obligation
    406       442  
 
           
Total long-term debt
  $ 52,028     $ 73,972  
 
           

 

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Note 9—Regulatory Matters
Codorus Valley and PeoplesBank are subject to various regulatory capital requirements administered by banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a material effect on Codorus Valley’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Codorus Valley and PeoplesBank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators.
Quantitative measures established by regulators to ensure capital adequacy require Codorus Valley and PeoplesBank to maintain minimum ratios, as set forth below, to total and Tier 1 capital as a percentage of risk-weighted assets, and of Tier 1 capital to quarter-to-date average assets (leverage ratio). We believe that Codorus Valley and PeoplesBank were well capitalized on September 30, 2010, based on regulatory capital guidelines.
                                                 
                    Minimum for     Well Capitalized  
    Actual     Capital Adequacy     Minimum*  
(dollars in thousands)   Amount     Ratio     Amount     Ratio     Amount     Ratio  
Codorus Valley Bancorp, Inc. (consolidated)
                                               
at September 30, 2010
                                               
Capital ratios:
                                               
Tier 1 risk based
  $ 83,379       12.46 %   $ 26,761       4.00 %     n/a       n/a  
Total risk based
    89,981       13.45       53,521       8.00       n/a       n/a  
Leverage
    83,379       8.98       37,124       4.00       n/a       n/a  
 
                                               
at December 31, 2009
                                               
Capital ratios:
                                               
Tier 1 risk based
  $ 79,286       11.83 %   $ 26,810       4.00 %     n/a       n/a  
Total risk based
    86,461       12.90       53,620       8.00       n/a       n/a  
Leverage
    79,286       9.11       34,815       4.00       n/a       n/a  
 
                                               
PeoplesBank, A Codorus Valley Company
                                               
at September 30, 2010
                                               
Capital ratios:
                                               
Tier 1 risk based
  $ 80,274       12.05 %   $ 26,645       4.00 %   $ 39,967       6.00 %
Total risk based
    86,876       13.04       53,289       8.00       66,612       10.00  
Leverage
    80,274       8.68       36,999       4.00       46,249       5.00  
 
                                               
at December 31, 2009
                                               
Capital ratios:
                                               
Tier 1 risk based
  $ 74,945       11.25 %   $ 26,647       4.00 %   $ 39,970       6.00 %
Total risk based
    82,120       12.33       53,293       8.00       66,616       10.00  
Leverage
    74,945       8.66       34,601       4.00       43,251       5.00  
     
*   To be well capitalized under prompt corrective action provisions.

 

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Note 10—Shareholders’ Equity
Preferred Stock Issued to the United States Department of the Treasury
In connection with the Emergency Economic Stabilization Act of 2008 (EESA), the U.S. Treasury Department (Treasury) initiated a Capital Purchase Program (CPP) which allowed for qualifying financial institutions to issue preferred stock to the Treasury, subject to certain limitations and terms. The EESA was developed to attract broad participation by strong financial institutions, to stabilize the financial system and increase lending to benefit the national economy and citizens of the United States.
On January 9, 2009, the Corporation entered into a Securities Purchase Agreement with the Treasury pursuant to which the Corporation sold to the Treasury, for an aggregate purchase price of $16.5 million, 16,500 shares of non-voting cumulative perpetual preferred stock, $1,000 liquidation value, $2.50 par value, and warrants to purchase up to 263,859 shares of common stock, par value $2.50 per share, with an exercise price of $9.38 per share. As a condition under the CPP, without the consent of the Treasury, the Corporation’s share repurchases are limited to purchases in connection with the administration of any employee benefit plan, including purchases to offset share dilution in connection with any such plans. This restriction is effective until January 9, 2012 or until the Treasury no longer owns any of the Corporation’s preferred shares issued under the CPP. The Corporation’s preferred stock is included as a component of Tier 1 capital in accordance with regulatory capital requirements. See Note 9, “Regulatory Matters” for details of the Corporation’s regulatory capital.
The preferred stock ranks senior to the Corporation’s common shares and pays a compounded cumulative dividend at a rate of 5 percent per year for the first five years, and 9 percent per year thereafter. Dividends are payable quarterly on February 15th, May 15th, August 15th and November 15th. The Corporation is prohibited from paying any dividend with respect to shares of common stock or repurchasing or redeeming any shares of the Corporation’s common shares in any quarter unless all accrued and unpaid dividends are paid on the preferred stock for all past dividend periods (including the latest completed dividend period), subject to certain limited exceptions. In addition, without the prior consent of the Treasury, the Corporation is prohibited from declaring or paying any cash dividends on common shares in excess of $0.12 per share, which was the last quarterly cash dividend per share declared prior to October 14, 2008. The CPP also places restrictions on incentive compensation to senior executives. The preferred stock is non-voting, other than class voting rights on matters that could adversely affect the preferred stock, and is generally redeemable at the liquidation value at any time in whole or in part (i.e., a minimum of 25 percent of the issue price) with regulatory permission.
Common Stock Warrants
The 263,859 shares of common stock warrants issued to the Treasury have a term of 10 years (expiring January 9, 2019) and are exercisable at any time, in whole or in part, at an exercise price of $9.38 per share (subject to certain anti-dilution adjustments). The $16.5 million of proceeds was allocated to the preferred stock and the warrants based on their relative fair values at issuance ($15.7 million was allocated to the preferred stock and $783,000 to the warrants). The fair value of the preferred stock was based on a 10 percent assumed market discount rate. The fair value of the stock warrants was calculated by a third-party software model based on many financial assumptions, including market price of the stock, stock price volatility and risk free interest rate. The difference between the initial value allocated to the preferred stock of approximately $15.7 million and the liquidation value of $16.5 million, i.e., the preferred stock discount, will be charged to retained earnings over the first five years of the life of the preferred stock as an adjustment to the dividend yield using the effective yield method.

 

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Note 11—Contingent Liabilities
We are not aware of any material contingent liabilities as of September 30, 2010.
Note 12—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 customer 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 customers. The Corporation generally holds collateral and/or personal guarantees supporting these commitments. The Corporation had $6,718,000 of standby letters of credit outstanding on September 30, 2010, compared to $5,651,000 on December 31, 2009. 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 payment required under the corresponding letters of credit. The amount of the liability as of September 30, 2010 and December 31, 2009, for guarantees under standby letters of credit issued, was not material. Many of the commitments are expected to expire without being drawn and therefore, generally do not present significant liquidity risk to the Corporation or PeoplesBank.
Note 13—Fair Value Measurements and Fair Values of Financial Instruments
We use our best judgment in estimating the fair value of the Corporation’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts that could be realized in sales transactions on the dates indicated. 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 of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period end.
Fair value measurement guidance defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. Additional guidance is provided on determining when the volume and level of activity for the asset or liability has significantly decreased and on identifying circumstances when a transaction may not be considered orderly.
Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed, and significant adjustments to the related prices may be necessary to estimate fair value in accordance with fair value measurement and disclosure guidance.
This guidance further clarifies that, when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

 

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Fair value and disclosure guidance establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
    Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
    Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
    Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).
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.
For financial assets measured at fair value, the fair value measurements by level within the fair value hierarchy are as follows:
                                 
            (Level 1)     (Level 2)     (Level 3)  
            Quoted Prices in     Significant Other     Significant Other  
            Active Markets for     Observable     Unobservable  
(dollars in thousands)   Total     Identical Assets     Inputs     Inputs  
September 30, 2010
                               
Measured at fair value on a recurring basis:
                               
Securities, available-for-sale:
                               
U.S. treasury notes
  $ 8,179     $ 8,179     $     $  
Other
    228,364             228,364        
Measured at fair value on a nonrecurring basis:
                               
Impaired loans
    1,068                   1,068  
Other real estate owned
    2,576                   2,576  
December 31, 2009
                               
Measured at fair value on a recurring basis:
                               
Securities, available-for-sale
  $ 174,177     $     $ 174,177     $  
Measured at fair value on a nonrecurring basis:
                               
Impaired loans
    5,427                   5,427  
Other real estate owned
    668                   668  

 

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The following information should not be interpreted as an estimate of the fair value of the entire Corporation since a fair value calculation is only provided for a limited portion of the Corporation’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Corporation’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Corporation’s financial instruments and certain nonfinancial assets at September 30, 2010 and December 31, 2009:
Cash and cash equivalents (carried at cost)
The carrying amounts reported in the balance sheet for cash and short-term instruments approximate those assets’ fair values.
Securities, available-for-sale (carried at fair value)
The fair values of securities available-for-sale are determined by obtaining 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.
Restricted investment in bank stocks (carried at cost)
The carrying amount of restricted investment in bank stocks approximates fair value, and considers the limited marketability of such securities.
Loans held for sale (carried at lower of cost or fair value)
The fair value of loans held for sale is determined, when possible, using quoted secondary-market prices. If no such quoted prices exist, the fair value of a loan is determined using quoted prices for a similar loan or loans, adjusted for the specific attributes of that loan. At September 30, 2010 and December 31, 2009, the fair value of loans held for sale exceeded the cost basis.
Loans (carried at cost)
Generally, for variable and adjustable rate loans that reprice frequently and with no significant change in credit risk, fair value is based on carrying value. Fair values for other loans in the portfolio are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal.
Impaired loans (generally carried at fair value)
Impaired 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. A portion of the allowance for loan losses is allocated to impaired loans if the value of the collateral supporting such loans is deemed to be less than the unpaid balance. If these allocations cause the allowance for loan losses to require increase, such increase is reported as a component of the provision for loan losses. Loan losses are charged against the allowance when we believe that the uncollectability of a loan is confirmed. These loans are included as Level 3 fair values, based on the lowest level of input that is significant to the fair value measurements. At September 30, 2010, the fair value of loans with a specific reserve allowance was $1,478,000, net of a valuation allowance of $410,000, compared to $7,828,000, net of a valuation allowance of $2,401,000 at December 31, 2009.
Other Real Estate Owned (carried at lower of cost or fair value)
Other real estate property acquired through foreclosure is initially recorded at fair value of the property at the transfer date less estimated selling cost which becomes the cost basis. 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 upon an independent third-party appraisal of the property or occasionally upon a recent sales offer. While the Corporation has acquired several properties through foreclosure, only a single property had a valuation allowance at September 30, 2010. The carrying value of this property was $2,576,000 ($3,298,000 less $722,000 allowance). At December 31, 2009, the carrying value of other real estate owned with a valuation allowance was $668,000 ($857,000 less $189,000 allowance), which pertained to a single property that was sold in the first quarter of 2010.

 

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Interest receivable and payable (carried at cost)
The carrying amount of interest receivable and interest payable approximates its fair value.
Deposit liabilities (carried at cost)
The fair values disclosed for demand deposits (e.g., noninterest and interest bearing checking, money market and savings accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for variable rate time deposits that reprice frequently are based on carrying value. Fair values for fixed rate time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities of time deposits.
Short-term borrowings (carried at cost)
The carrying amount of short-term borrowings approximates its fair value.
Long-term debt (carried at cost)
Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices are obtained from this active market and represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.
Junior subordinated debt (carried at cost)
The fair value of junior subordinated debt is estimated using discounted cash flow analysis, based on market rates and spread characteristics currently offered on such debt with similar credit risk characteristics, terms and remaining maturity.
Off-balance sheet financial instruments (disclosed at cost)
Fair values for the Corporation’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. These amounts were not considered to be material at September 30, 2010 and December 31, 2009.

 

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The estimated fair values of the Corporation’s financial instruments were as follows at September 30, 2010 and December 31, 2009.
                                 
    September 30, 2010     December 31, 2009  
            Estimated             Estimated  
    Carrying     Fair     Carrying     Fair  
(dollars in thousands)   Amount     Value     Amount     Value  
 
                               
Financial assets
                               
Cash and cash equivalents
  $ 25,575     $ 25,575     $ 26,179     $ 26,179  
Securities, available-for-sale
    236,543       236,543       174,177       174,177  
Restricted investment in bank stocks
    4,277       4,277       4,277       4,277  
Loans held for sale
    4,750       4,838       1,266       1,293  
Loans, net
    634,814       639,555       638,702       641,250  
Interest receivable
    3,553       3,553       3,427       3,427  
 
                               
Financial liabilities
                               
Noninterest bearing demand, NOW, money market and savings deposits
  $ 370,055     $ 370,055     $ 320,974     $ 320,974  
Time deposits
    425,076       435,500       401,983       406,203  
Short-term borrowings
    7,063       7,063       8,466       8,466  
Long-term debt
    52,028       52,829       73,972       74,681  
Junior subordinated debt
    10,310       3,742       10,310       4,331  
Interest payable
    733       733       752       752  
 
                               
Off-balance sheet instruments
                       

 

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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.
Forward-looking statements
Management of the Corporation has made forward-looking statements in this Form 10-Q. 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 the Form 10-Q, management is making forward-looking statements.
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. These factors include, but are not limited to, the following:
  operating, legal and regulatory risks, including the potential impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act;
  a prolonged economic downturn;
  an increase in nonperforming assets requiring loss provisions and the incurrence of carrying costs;
  declines in the market value of investment securities considered to be other than temporary;
  the effect of and changes in the rate of FDIC premiums, including special assessments;
  interest rate fluctuations which could increase our cost of funds or decrease our yield on earning assets and therefore reduce our net interest income;
  future legislative or administrative changes to the TARP Capital Purchase Program;
  unavailability of capital when needed or, available at less than favorable terms;
  political and competitive forces affecting banking, securities, asset management and credit services businesses; and
  the risk that management’s analysis of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.
The Corporation undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this report.
Critical accounting policies
We have identified critical accounting policies for the Corporation to include allowance for loan losses, valuation of foreclosed real estate, and evaluation of other than temporary impairment losses of securities. There were no material changes made to the critical accounting policies disclosed in the 2009 Annual Report on Form 10-K in regards to application or related judgments and estimates used. A detailed disclosure pertaining to critical accounting policies is provided in Item 7 of the Corporation’s 2009 Annual Report on Form 10-K.

 

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Three months ended September 30, 2010,
compared to three months ended September 30, 2009
FINANCIAL HIGHLIGHTS
The Corporation earned net income available to common shareholders of $1,535,000 or $0.37 per share ($0.37 diluted) for the three-month period ended September 30, 2010, compared to $831,000 or $0.21 per share ($0.21 diluted), for the same period of 2009. The $704,000 increase in net income available to common shareholders was the result of an increase in net interest income, which more than offset increases in noninterest expense and the provision for income tax expense.
Net interest income for the current quarter increased $1,769,000 or 29 percent above the third quarter of 2009 due primarily to a decrease in the average rates paid on deposit products, which reflected record low short-term market interest rates. An increase in yield on floating rate business loans, due to the imposition of a minimum rate that began in the prior year, and an increase in the average volume of investment securities, also contributed. The net interest margin was 3.75 percent for the current quarter, compared to 3.15 percent for the same period in 2009. Net interest margin is net interest income (taxable equivalent basis) as a percentage of the average volume of interest earnings assets. The provision for loan losses was $560,000 for the current quarter slightly below the $600,000 recorded for 2009. Noninterest expense for the current quarter increased 793,000 or 13 percent due primarily to an increase in carrying costs on foreclosed real estate and impaired loans. The $358,000 increase in the provision for income tax expense for the current quarter was primarily the result of a significant increase in pretax income, compared to the third quarter of 2009.
Both commercial and consumer loan demand remained weak for the current quarter, a reflection of prolonged economic weakness, low consumer and business confidence and high unemployment. Overall deposit growth has remained steady, which is being driven in part by the growth of money market deposits.
A more detailed analysis of the factors and trends affecting corporate earnings follows.
INCOME STATEMENT ANALYSIS
Net interest income
Net interest income for the three-month period ended September 30, 2010, was $7,920,000, an increase of $1,769,000 or 29 percent above the third quarter of 2009 due primarily to a decrease in the average rates paid on deposit products, which reflected record low short-term market interest rates. An increase in yield on floating rate business loans, due to the imposition of a minimum rate that began in the prior year, also contributed. These factors improved the net interest margin, which was 3.75 percent for the third quarter of this year, compared to 3.15 percent for the third quarter of 2009.
For the third quarter of 2010, total interest income increased $836,000 or 8 percent above 2009 due to an increase in the average yield and average volume of earning assets. Earning assets averaged $877 million and yielded 5.24 percent (tax equivalent basis) for the current quarter, compared to $818 million and 5.20 percent, respectively, for the third quarter of 2009. The $59 million or 7 percent increase in average earning assets was primarily the result of growth in the investment securities, business loans and overnight investment portfolios.
For the third quarter of 2010, total interest expense decreased $933,000 or 22 percent below the third quarter of 2009 due to a decrease in the average rates paid on deposits. Total interest bearing liabilities averaged $787 million at an average rate of 1.66 percent for the current quarter, compared to $733 million and 2.29 percent, respectively, for the third quarter of 2009. The $54 million or 7 percent increase in average interest bearing liabilities reflected growth in all deposit categories particularly money market deposits.

 

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Provision for loan losses
For the quarter ended September 30, 2010, the provision for loan losses was $560,000, compared to $600,000 for the third quarter of 2009. The current period provision reflected current economic conditions, including depressed real estate values and the high level of unemployment, which could adversely affect our borrower’s ability to service their loans. Information about loan quality is provided in the Nonperforming Asset section of this report on page 31.
Noninterest income
The following table presents the components of total noninterest income for the third quarter of 2010, compared to the third quarter of 2009. Total noninterest income for the current quarter was $1,794,000, an increase of $46,000 or 3 percent above the third quarter of 2009.
Table 1 — Noninterest income
                                 
    Three months ended     Change  
    September 30,     Increase (Decrease)  
(dollars in thousands)   2010     2009     $     %  
 
                               
Trust and investment services fees
  $ 348     $ 347     $ 1       0 %
Income from mutual fund, annuity and insurance sales
    329       312       17       5  
Service charges on deposit accounts
    632       592       40       7  
Income from bank owned life insurance
    161       162       (1 )     (1 )
Other income
    147       144       3       2  
Gains on sales of loans held for sale
    177       191       (14 )     (7 )
 
                       
Total noninterest income
  $ 1,794     $ 1,748     $ 46       3 %
 
                       
The discussion that follows addresses changes in selected categories of noninterest income.
Income from mutual fund, annuity and insurance sales—The increase in income from the sale of mutual funds, annuities and insurance products by Codorus Valley Financial Advisors, a subsidiary of PeoplesBank, was a result of market appreciation, upon which some fees are based, and increased sales.
Service charges on deposit accounts—The increase was due primarily to an increase in debit card revenue, which reflected an increase in the volume of transactions. Possible restrictions under the recently enacted Dodd-Frank Wall Street Reform & Consumer Protection Act may adversely affect overdraft fees and debit card revenue. i.e., interchange fees, in the future.
Gains on sales of loans held for sale—The decrease was due to a decrease in the volume of mortgage loan sales. Sales in the prior period were favorably impacted by a federal home-buyer tax credit program that expired in April 2010.

 

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Noninterest expense
The following table presents the components of total noninterest expense for the third quarter of 2010, compared to the third quarter of 2009. Total noninterest expense for the current quarter was $6,941,000, an increase of $793,000 or 13 percent above 2009 due primarily to an increase in carrying costs for foreclosed real estate and impaired commercial loans.
Table 2 — Noninterest expense
                                 
    Three months ended     Change  
    September 30,     Increase (Decrease)  
(dollars in thousands)   2010     2009     $     %  
 
Personnel
  $ 3,393     $ 3,199     $ 194       6 %
Occupancy of premises, net
    465       413       52       13  
Furniture and equipment
    405       427       (22 )     (5 )
Postage, stationery and supplies
    112       104       8       8  
Professional and legal
    121       121       0       0  
Marketing and advertising
    179       235       (56 )     (24 )
FDIC insurance
    331       278       53       19  
Debit card processing
    156       131       25       19  
Charitable donations
    43       7       36       514  
Telephone
    140       132       8       6  
Foreclosed real estate including (gains) losses on sales
    765       310       455       147  
Impaired loan carrying costs
    199       117       82       70  
Other
    632       674       (42 )     (6 )
 
                       
Total noninterest expense
  $ 6,941     $ 6,148     $ 793       13 %
 
                       
The discussion that follows addresses changes in selected categories of noninterest expense.
Personnel—The increase in personnel expense reflected an increase in employee health care insurance costs and normal business growth. Information about PeoplesBank’s conversion from a fully insured health care program to a self-insured program is provided within the year-to-date noninterest expense section of this report.
Occupancy of premises, net—The increase in occupancy expense was due in part to an increase in rental expense associated with the relocation of one of the Company’s financial centers.
Marketing and advertisingThe decrease in marketing and advertising expense was due largely to the timing of expenditures for branding and product advertising.
FDIC insurance—The increase in Federal Deposit Insurance Corporation (FDIC) insurance premiums was primarily the result of deposit growth.
Foreclosed real estate including (gains) losses on salesThe increase in foreclosed real estate expense reflected an increase in carrying costs associated with specific properties and a larger portfolio of real estate properties in general. Typical carrying costs include real estate taxes, maintenance and repair expenses, appraisals and legal fees.
Impaired loan carrying costs—The increase reflected increased carrying expenses, particularly real estate taxes and legal fees, associated with selected loans pursuant to the loan workout process.

 

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Income taxes
The provision for income taxes for the third quarter of 2010 was $433,000, compared to $75,000 for the same period in 2009. The increase in income taxes was primarily the result of an increase in pretax income. For both periods, the Corporation’s statutory federal income tax rate was 34 percent. The Corporation’s effective income tax rate was approximately 20 percent for the third quarter of 2010, compared to approximately 7 percent for the third quarter of 2009. The effective rate for the third quarter of 2010 is higher than the same period in 2009 due to non-taxable income and tax credits having a smaller impact on the effective tax rate due to the higher level of income before income taxes. The effective tax rate differs from the statutory tax rate due to the impact of low-income housing credits and tax-exempt income, including income from bank owned life insurance.
Nine months ended September 30, 2010,
compared to nine months ended September 30, 2009
FINANCIAL HIGHLIGHTS
The Corporation earned net income available to common shareholders of $4,381,000 or $1.07 per share ($1.07 diluted) for the nine-month period ended September 30, 2010, compared to $1,620,000 or $0.40 per share ($0.40 diluted), for the same period of 2009. The $2,761,000 or 170 percent increase in net income available to common shareholders was the result of an increase in net interest income and a decrease in the provision for loan losses, which more than offset increases in noninterest expense and income tax expense.
The $5,907,000 or 35 percent increase in net interest income for the current nine month period was the result of an increase in earning assets and a decrease in the average rates paid on deposit products, which reflected record low short-term market interest rates. An increase in yield on floating rate business loans, due to the imposition of a minimum rate that began in the prior year, also contributed. These factors improved the net interest margin, which was 3.74 percent for the first nine months of this year, compared to 3.05 percent for the same period in 2009.
The provision for loan losses for the current nine month period decreased $573,000 or 23 percent compared to 2009. The provision in the prior year included the impact of a large provision for an impaired real estate loan that was later transferred to the foreclosed real estate portfolio.
The $2,192,000 or 12 percent increase in noninterest expense for the current nine month period was primarily the result of increased carrying costs and loss provisions for foreclosed real estate, and increased carrying costs for impaired loans compared to 2009.
The $1,411,000 increase in the provision for income tax expense for the current nine month period compared to 2009 was primarily the result of a significant increase in pretax income. Additionally, the prior year included a one-time $242,000 tax benefit associated with restructuring employee benefit plans.
Total assets were approximately $952 million on September 30, 2010, an increase of $82 million or 9 percent above September 30, 2009. Asset growth occurred primarily in the commercial loans and investment securities portfolios. So far this year, loan demand has been sluggish in response to the prolonged economic slowdown and the high rate of unemployment, while deposit growth has remained steady.
Net income as a percentage of average shareholders’ equity (ROE) was 9.03 percent for the first nine months (annualized) of 2010, compared to 4.47 percent for the same period of 2009. Net income as a percentage of average total assets (ROA) was 0.75 percent for the first nine months (annualized) of 2010, compared to 0.38 percent for the same period of 2009. The increase in both ratios for 2010 reflected the increase in earnings. The efficiency ratio (noninterest expense as a percentage of net interest income plus noninterest income on a tax equivalent basis) was 68.3 percent for the first nine months of 2010, compared to 76.9 percent for the same period of 2009. The decrease in the efficiency ratio during the current period reflected the significant increase in net interest income.

 

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On September 30, 2010, the nonperforming assets ratio was 3.32 percent, compared to 3.98 percent for September 30, 2009. Net loan charge-offs for the current nine month period totaled $2,483,000, compared to $659,000 for the same period in 2009. Charge-offs pertained primarily to commercial real estate loans that were reserved for in prior periods. The Corporation’s annualized net loan charge-offs ratio was 0.51 percent at September 30, 2010, compared to 0.15 percent at September 30, 2009. Information regarding nonperforming assets is provided in the Risk Management section of this report, including Table 5—Nonperforming Assets. Based on a recent evaluation of probable loan losses and the current loan portfolio, we believe that the allowance is adequate to support losses inherent in the loan portfolio on September 30, 2010. An analysis of the allowance is provided in Table 6—Analysis of Allowance for Loan Losses.
Throughout the current period, Codorus Valley maintained a capital level well above minimum regulatory quantitative requirements. Currently, there are three federal regulatory definitions of capital that take the form of minimum ratios. Note 9—Regulatory Matters, shows that the Corporation and PeoplesBank were well capitalized on September 30, 2010.
A more detailed analysis of the factors and trends affecting corporate earnings follows.
INCOME STATEMENT ANALYSIS
Net interest income
Net interest income for the nine-month period ended September 30, 2010, was $22,846,000, an increase of $5,907,000 or 35 percent above the same period in 2009 as a result of an increase in earning assets and a decrease in the average rates paid on deposit products, which reflected record low short-term market interest rates. An increase in yield on floating rate commercial loans, due to the imposition of a minimum rate that began in the prior year, also contributed. These factors improved the net interest margin, which was 3.74 percent for the first nine months of this year, compared to 3.05 percent for the same period in 2009.
Interest income for the first nine months of 2010 totaled $32,693,000, an increase of $3,059,000 or 10 percent above 2009 due primarily to an increase in the average volume of earning assets. Earning assets averaged $855 million and yielded 5.28 percent (tax equivalent basis) for the current period, compared to $780 million and 5.22 percent, respectively, for the first nine months of 2009. The $75 million or 10 percent increase in average earning assets was primarily the result of growth in the commercial loan and investment securities portfolios.
Interest expense for the first nine months of 2010 totaled $9,847,000, a decrease of $2,848,000 or 22 percent below 2009 due to a decrease in the average rates paid on deposits. Total interest bearing liabilities averaged $770 million at an average rate of 1.71 percent for the current period, compared to $697 million and 2.43 percent, respectively, for the first nine months of 2009. The $72 million or 10 percent increase in average interest bearing liabilities was primarily attributable to increases in the average volume of money market and time deposits. The continued influence of the Federal Reserve Bank to keep market interest rates low, as a means of stimulating the economy, has helped to lower the Corporation’s funding costs. Federally insured bank deposits continue to provide safe haven to our clients who are concerned about the economy, volatility in the capital markets and the high level of unemployment.

 

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Provision for loan losses
For the nine-month period ended September 30, 2010, the provision for loan losses was $1,910,000, compared to $2,483,000 for same period in 2009. The prior period provision included the impact of a large provision for an impaired commercial real estate loan that was later transferred to the foreclosed real estate portfolio. The current period provision reflected current economic conditions, including depressed real estate values and the high level of unemployment. Information about loan quality is provided in the Nonperforming Asset section of this report on page 31.
Noninterest income
The following table presents the components of total noninterest income for the first nine months of 2010, compared to the first nine months of 2009. Total noninterest income decreased $93,000 or 2 percent as a result of decreases in gains from the sale of mortgage loans held for sale and investment securities. On an adjusted basis, core noninterest income, which excludes gains from the sale of securities, increased $90,000 or approximately 2 percent, above 2009.
Table 3 — Noninterest income
                                 
    Nine months ended     Change  
    September 30,     Increase (Decrease)  
(dollars in thousands)   2010     2009     $     %  
 
                               
Trust and investment services fees
  $ 1,067     $ 961     $ 106       11 %
Income from mutual fund, annuity and insurance sales
    1,091       1,016       75       7  
Service charges on deposit accounts
    1,843       1,698       145       9  
Income from bank owned life insurance
    480       480       0       0  
Other income
    433       446       (13 )     (3 )
Gains on sales of loans held for sale
    538       761       (223 )     (29 )
Gains on sales of securities
    108       291       (183 )     (63 )
 
                       
Total noninterest income
  $ 5,560     $ 5,653     $ (93 )     (2 )%
 
                       
The discussion that follows addresses changes in selected categories of noninterest income.
Trust and investment services fees—The increase reflected appreciation in market value, upon which fees are based, and secondarily to new business.
Income from mutual fund, annuity and insurance sales—The increase in income from the sale of mutual funds, annuities and insurance products by Codorus Valley Financial Advisors, a subsidiary of PeoplesBank, was a result of price appreciation, upon which some fees are based, and increased sales.
Service charges on deposit accounts—The increase was due primarily to an increase in debit card revenue, which reflected an increase in the volume of transactions. Possible restrictions under the recently enacted Dodd-Frank Wall Street Reform & Consumer Protection Act may adversely affect overdraft fees and debit card revenue. i.e., interchange fees, in the future.
Gains on sales of loans held for sale— The decrease was due to a decrease in the volume of mortgage loan sales. Sales in the prior period were favorably impacted by a federal home-buyer tax credit program that expired in April 2010.
Gains on sales of securities—Gains from the sale of fixed income securities from the available-for-sale securities portfolio are recognized periodically to take advantage of a low interest rate environment and to supplement earnings.

 

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Noninterest expense
The following table presents the components of total noninterest expense for the first nine months of 2010, compared to the first nine months of 2009. Total noninterest expense increased $2,192,000 or 12 percent due primarily to loss provisions and carrying costs for foreclosed real estate and impaired loans.
 
Table 4 — Noninterest expense
                                 
    Nine months ended     Change  
    September 30,     Increase (Decrease)  
(dollars in thousands)   2010     2009     $     %  
 
                               
Personnel
  $ 9,812     $ 9,702     $ 110       1 %
Occupancy of premises, net
    1,459       1,341       118       9  
Furniture and equipment
    1,264       1,263       1       0  
Postage, stationery and supplies
    389       353       36       10  
Professional and legal
    365       304       61       20  
Marketing and advertising
    529       475       54       11  
FDIC insurance
    955       1,154       (199 )     (17 )
Debit card processing
    436       383       53       14  
Charitable donations
    399       214       185       86  
Telephone
    412       387       25       6  
Foreclosed real estate including (gains) losses on sales
    1,749       415       1,334       321  
Impaired loan carrying costs
    782       250       532       213  
Other
    1,716       1,834       (118 )     (6 )
 
                       
Total noninterest expense
  $ 20,267     $ 18,075     $ 2,192       12 %
 
                       
The discussion that follows addresses changes in selected categories of noninterest expense.
Personnel—The small increase in current period personnel expense, comprised of wages, sales commissions, payroll taxes and employee benefits, resulted primarily from the $242,000 non-recurring cost incurred in the prior year period to restructure employee benefit plans. Restructuring the benefit plans resulted in a federal income tax benefit so that the overall transaction had an insignificant impact on net income in the prior year. On an adjusted basis, personnel expense increased $352,000 or 4 percent due to an increase in employee health care insurance costs and normal business growth.
Effective August 1, 2010, the Bank converted from a fully insured health care program to a self-insured program by joining a consortium of approximately 23 banks. For the first year under the new program the Bank will fund at the maximum liability based on recent claims experience, which is expected to result in an increase in health care costs. Thereafter, the benefits of the self-insured program are expected to contain future health care cost increases over the long term. Employees have customarily reimbursed the Corporation for approximately 30 percent of the cost of health insurance.
Furniture and equipment—During the third quarter of this year the Bank began implementing a client relationship management (CRM) system with estimated completion by December 2011. The capital outlay for the project is estimated at $625,000, which did not include staffing and other ancillary expenses. The system will be depreciated over a five year useful life. A properly managed CRM process is expected to improve the Corporation’s competitiveness, client service and retention, and shareholder return.

 

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Professional and legalThe increase was primarily in the consulting expense component, which reflected the use of consultants for special projects and for outsourcing selected internal audits.
Marketing and advertising—The increase in marketing and advertising expense was due largely to the timing of branding and product advertising, and to a larger budget.
FDIC insurance—The decrease in Federal Deposit Insurance Corporation (FDIC) insurance premiums was the result of a special assessment totaling $383,000 included in the prior period. On an adjusted basis, FDIC premiums increased $184,000 or 24 percent above the first nine months of 2009 as a result of deposit growth and increased assessment rates.
Under the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, community bankers are anticipating a reduction in FDIC insurance premiums by as much as 20 percent according to a recent study by the Independent Community Bankers Association. The Bill bases assessments on assets minus tangible capital instead of domestic deposits, which will enable the FDIC to lower assessments rates. The effective date of this change has not been published.
Charitable donations—The increase in charitable donations reflected the impact of educational and scholarship donations, among others, that qualified for state tax credits. Approximately $308,000 in state tax credits were accrued and used to reduce the Pennsylvania shares tax expense included in the other expense category in 2010.
Foreclosed real estate including (gains) losses on salesThe increase in foreclosed real estate expense included a $722,000 loss allowance for a specific property that management is trying to liquidate. A recent appraisal by an independent appraiser indicated deterioration in the value of this property. In addition, carrying costs increased, which typically include insurance, maintenance and repairs, real estate taxes, appraisals and legal fees due to specific properties and to a larger portfolio of real estate properties in general.
Impaired loan carrying costs—The increase reflected increased carrying expenses, particularly real estate taxes and legal fees, associated with selected loans pursuant to the loan workout process.
Other—The decrease in other expense, which is comprised of many underlying expenses, decreased primarily as a result of a $119,000 decrease in Pennsylvania shares tax. The current period shares tax was unusually low as a result of recognizing $308,000 in tax credits, which originated from charitable donations, as described above.
Income taxes
The provision for income tax for the current nine-month period was $1,113,000, compared to a $298,000 credit, or tax benefit for the same period in 2009. The increase in income tax was primarily the result of an increase in pretax income. For both periods, the Corporation’s statutory federal income tax rate was 34 percent. The Corporation’s effective income tax rate was approximately 18 percent for the current nine-month period, compared to a negative tax rate for the first nine months of 2009. The effective tax rate for 2009 was negative as a result of the one-time $242,000 tax benefit and the relatively low level of pretax income. The effective tax rate differs from the statutory tax rate due to the impact of low-income housing credits and tax-exempt income, including income from bank owned life insurance.

 

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BALANCE SHEET REVIEW
Loans
On September 30, 2010, total loans, net of deferred fees, totaled $641 million, slightly below the level at year-end 2009. During the current nine month period, the demand for commercial loans slowed markedly as a result of prolonged weak economic conditions, including the high level of unemployment. These same factors have continued to depress the demand for consumer loans as well. The average yield (tax equivalent basis) earned on total loans was 5.91 percent for the current nine-month period, compared to 5.65 percent for the same period in 2009. The composition of the Corporation’s loan portfolio at September 30, 2010, compared to December 31, 2009, is provided in Note 5—Loans.
Deposits
On September 30, 2010, total deposits were $795 million, an increase of $72 million or 10 percent above year-end 2009. The increase in total deposits occurred primarily in money market deposits and, to a lesser degree, time deposits. Federally insured bank deposits continue to provide safe haven for those investors who remain concerned about the economy, volatility in the capital markets and the high level of unemployment. The Corporation does not rely on brokered deposits to fund its operation. The average rate paid on interest bearing deposits was 1.64 percent for the current nine-month period, compared to 2.40 percent for the same period in 2009. The composition of the Corporation’s deposit portfolio at September 30, 2010, is provided in Note 7—Deposits.
Long-term debt
On September 30, 2010, long-term debt totaled $52 million, compared to $74 million at year-end 2009. The decrease reflected Federal Home Loan Bank of Pittsburgh advances that matured and were not refinanced. A listing of outstanding long-term debt obligations is provided in Note 8—Long-term Debt.
Shareholders’ equity and capital adequacy
Shareholders’ equity or capital enables Codorus Valley to maintain asset growth and absorb losses. Total shareholders’ equity was approximately $78.4 million on September 30, 2010, an increase of approximately $6.4 million or 9 percent above the level at December 31, 2009. The increase was caused primarily by an increase in retained earnings from profitable operations. An increase in accumulated other comprehensive income from unrealized gains, net of federal income tax, on securities available-for-sale also contributed to the increase in shareholders’ equity.
The Corporation typically pays cash dividends 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 factors. On October 12, 2010, the Board of Directors declared a quarterly cash dividend of $0.08 per common share payable on November 9, 2010, to shareholders of record on October 26, 2010. This dividend follows an $0.08 per share dividend paid in August, a $0.06 per share dividend paid in May and a $0.03 per share dividend paid in February. Including the dividend that was just declared, cash dividends for 2010 will total $0.25 per share. The Corporation’s participation in the U.S. Department of the Treasury’s Capital Purchase Program (CPP) requires regulatory approval to increase quarterly cash dividends on common stock above the quarterly $0.12 per share level that was in effect at the time of the issuance of the preferred stock. More information about the Corporation’s participation in the CPP is provided in Note 10—Shareholders’ Equity.
Codorus Valley and PeoplesBank are subject to various regulatory capital requirements administered by banking regulators that involve quantitative guidelines and qualitative judgments. Quantitative measures established by regulators pertain to minimum capital ratios, as set forth in Note 9—Regulatory Matters, to the financial statements. We believe that Codorus Valley and PeoplesBank were well capitalized on September 30, 2010, based on regulatory capital guidelines.

 

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RISK MANAGEMENT
Credit risk management
The Credit Risk Management section included in our 2009 Form 10-K provides a general overview of the credit risk management process and loan concentrations. 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 to the Corporation.
Nonperforming assets
The following table presents asset categories posing the greatest risk of loss and related ratios. We generally place a loan on nonaccrual status and cease accruing interest income, i.e., recognize interest income on a cash basis, when loan payment performance is unsatisfactory and the loan is past due 90 days or more. 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. The final category, foreclosed real estate, is real estate acquired to satisfy debts owed to PeoplesBank. The paragraphs below explain significant changes in the aforementioned categories for September 30, 2010, compared to December 31, 2009.
Nonperforming assets are reviewed by management on a monthly basis. We generally rely on appraisals performed by independent licensed appraisers to determine the value of collateral for impaired collateral-dependent loans. Generally, an appraisal is performed when: an account reaches 60 days past due, unless a certified appraisal was completed within the past six months; market values have changed significantly; the condition of the property has changed significantly; or the existing appraisal is stale. In instances where the value of the collateral is less than the net carrying amount of the loan, a specific loss allowance is established for the difference by recording a loss provision to the income statement. When it is probable that some portion or all of the loan balance will not be collected, that amount is charged off as loss against the allowance. A loan is returned to interest accruing status when we determine that circumstances have improved to the extent that all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

 

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Table 5 — Nonperforming Assets
                 
    September 30,     December 31,  
(dollars in thousands)   2010     2009  
 
Nonaccrual loans:
               
Builder/developer
  $ 7,255     $ 15,688  
Commercial real estate operator (investor)
    335       5,505  
Restaurant
    3,693       3,739  
Service
    340        
Consumer, residential mortgage and home equity
    800       626  
 
           
Total nonaccrual loans
  $ 12,423     $ 25,558  
Foreclosed real estate, net of allowance
    9,199       9,314  
Accruing loans that are contractually past due 90 days or more as to principal or interest
          40  
 
           
Total nonperforming assets
  $ 21,622     $ 34,912  
 
           
 
               
Total period-end loans, net of deferred fees
  $ 641,416     $ 645,877  
Allowance for loan losses (ALL)
  $ 6,602     $ 7,175  
ALL as a % of total period end loans
    1.03 %     1.11 %
Annualized net charge-offs as a % of average total loans
    0.51 %     0.20 %
ALL as a % of nonaccrual loans and past due 90 days or more
    53.14 %     28.03 %
Nonaccrual loans as a % of total period-end loans
    1.94 %     3.96 %
Nonperforming assets (which includes nonaccrual loans) as a % of total period-end loans and net foreclosed real estate
    3.32 %     5.33 %
Nonperforming assets as a % of total period-end shareholders’ equity
    27.57 %     48.48 %
The level of nonperforming assets was relatively high for both periods primarily as a result of prolonged weakened economic conditions and the corresponding effects it has had on our commercial borrowers.
On September 30, 2010, nonaccrual loans consisted of collateralized commercial and residential mortgage loans, and consumer loans. The nonaccrual loan portfolio balance totaled $12,423,000 on September 30, 2010, a decrease of $13,135,000 or 51 percent, compared to year-end 2009. The decrease resulted primarily from the reclassification of several nonaccrual loans to foreclosed real estate and, to a lesser degree, payments by borrowers. On September 30, 2010, the nonaccrual loans portfolio was comprised of eighteen unrelated accounts ranging in size from $20,000 to $4,385,000. Three unrelated commercial loan accounts, which represent 84 percent of the total nonaccrual loan portfolio balance, are described below.
We evaluate the adequacy of the allowance for loan losses at least quarterly and have established a loss allowance for selected accounts where the net realizable value of the collateral is insufficient to repay the loan. Collection efforts, including modification of contractual terms for individual accounts based on prevailing market conditions and liquidation of collateral assets, are being employed to maximize recovery. Further provisions for loan losses may be required on nonaccrual loans when additional information becomes available or conditions change.
Loan no. 1— PeoplesBank owns a 27 percent participation loan interest, and its share of the outstanding principal balance of the loan is $4,385,000. The collateral supporting the loan is approximately 110 acres of undeveloped land, which is zoned mixed office. Based on a recent appraisal of the real estate, we believe that the loan is adequately collateralized. We may also rely on the personal guarantors of the loan, if necessary, for payment.

 

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Loan no. 2— The outstanding principal loan balance is $3,693,000. This account is collateralized by three acres of improved real estate located in a major commercial district, a small parcel of improved real estate and the assignment of a personal loan from a third-party whose payments are current. Based on recent appraisals of the real estate, we believe that the loan is adequately collateralized.
Loan no. 3—PeoplesBank owns an approximately 29 percent participation loan interest and its share of the outstanding principal balance of the loan is $2,345,000. The original collateral supporting the loan is an 81 unit condominium building. The borrower is actively marketing the units directly and through public auctions. As a result of unit sales, the borrower has reduced the principal amount of the loan by $1,995,000 for the nine month period ended September 30, 2010.
During the current nine month period, five foreclosed properties were liquidated with a carrying value of $5,844,000, which resulted in the recognition of a net gain totaling $110,000. The net gain was included in foreclosed real estate expense. Also during that period, several properties were added to the foreclosed real estate portfolio as indicated below. On September 30, 2010, the portfolio was comprised of five unrelated accounts ranging in size from $193,000 to $3,423,000, which we are actively attempting to liquidate. As of September 30, 2010, a $722,000 loss allowance was established for one account as indicated below. Further valuation allowances may be required on any foreclosed property as additional information becomes available or conditions change. Foreclosed real estate is included in the other assets category on the Corporation’s balance sheet.
Property no. 1—The carrying amount of this office building property is $3,423,000, which reflects a $1,299,000 second quarter charge-off to the allowance for loan losses that was reserved for in a prior period. A reputable tenant has signed a lease agreement to lease the building, and the lease agreement has been assigned to the Corporation. Plans call for shell and tenant improvements, tenant stabilization and sale of the property in the future. This account was reclassified from a nonaccrual loan to foreclosed real estate during the second quarter of this year.
Property no. 2— The carrying amount of this property is $2,576,000, which is net of a $722,000 allowance for probable loss based on an independent appraisal less estimated selling costs. This account is collateralized by 266 acres of unimproved land that is zoned for residential development. During the first quarter of this year, PeoplesBank acquired the real estate at a sheriff’s sale based on the Bank’s mortgage.
Property no. 3— PeoplesBank owns approximately a 54 percent participation loan interest in this property, which is comprised of 134 approved residential building lots. Of this total, 27 lots are improved. The carrying amount of this property is $1,570,000, which reflects a $574,000 charge-off to the allowance for loan losses in the second quarter of this year. Of the total charge-off amount, $417,000 was reserved for in a prior period. This account was reclassified from a nonaccrual loan to foreclosed real estate during the second quarter of this year.
Property no. 4— PeoplesBank has a 64 percent participation loan interest in 42 improved lots within a 20.6 acre established residential subdivision. The carrying value of PeoplesBank’s interest is $1,437,000. During June of this year a purchase agreement was executed which permits the buyer to develop and sell the lots over a two year period.
Property no. 5—The property is a nine unit condominium building with a carrying value of $193,000. Through September 30, 2010, seven units have been sold, and one more unit is scheduled for sale by the end of this year. Recoveries from unit sales totaled $1,629,000 for the nine month period ended September 30, 2010.

 

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Allowance for loan losses
Although the Corporation maintains sound credit policies, certain loans deteriorate and must be charged off as losses. The allowance for loan losses is maintained to absorb losses inherent in the portfolio. The allowance is increased by provisions charged to expense and is reduced by loan charge offs, net of recoveries. The allowance is based upon management’s continuous evaluation of the loan portfolio coupled with a formal review of adequacy on a quarterly basis, which is subject to review and approval by the Board.
The allowance for loan losses consists primarily of two components: specific allowances for individually impaired commercial loans and allowances calculated for pools of loans. The Corporation uses an internal risk rating system to evaluate individual loans. Loans are segmented into industry groups or pools with similar characteristics and an allowance for loan losses is allocated to each segment based on quantitative factors such as recent loss history (2-year rolling average of net charge-offs) and qualitative factors, such as the results of internal and external credit reviews, changes in the size and composition of the loan portfolio, adequacy of collateral, general economic conditions and the local business outlook. Determining the level of the allowance for probable loan losses at any given period is difficult, particularly during deteriorating or uncertain economic periods. We must make estimates using assumptions and information which are often subjective and fluid. There is also the potential for adjustment to the allowance as a result of regulatory examinations.
Table 4—Analysis of Allowance for Loan Losses presents an analysis of the activity in the allowance for loan losses for the nine months ended September 30, 2010 and 2009. The allowance was $6,602,000 or 1.03 percent of total loans, on September 30, 2010, compared to $6,514,000 or 1.02 percent, on September 30, 2009. During the current period, net charge-offs totaled $2,483,000, compared to $659,000 for the first nine months of 2009. Charge-offs during the current period pertained primarily to commercial real estate loans that were reserved for in prior periods. As a result of current period loan charge-offs, the annualized net charge-off ratio increased from 0.15 percent to 0.51 percent. The provision for the current period reflects credit quality issues for selected commercial real estate loans and was based on our estimate of the amount necessary to maintain the allowance at a level reflective of the risk in the loan portfolio. We considered macro-economic factors that could adversely affect the ability of PeoplesBank’s loan clients to repay their loans, including the high level of unemployment and the probable continuation of a downturn in the commercial real estate market. Based on our evaluation of the allowance for loan losses, we believe that it is adequate to support probable losses inherent in the loan portfolio on September 30, 2010.

 

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Table 6 — Analysis of Allowance for Loan Losses
                 
(dollars in thousands)   2010     2009  
Balance-January 1,
  $ 7,175     $ 4,690  
 
               
Provision charged to operating expense
    1,910       2,483  
 
               
Loans charged off:
               
Commercial
    1,484       520  
Real estate — construction and land development
    789        
Real estate — residential and home equity
    61       20  
Consumer
    246       173  
 
           
Total loans charged off
    2,580       713  
Recoveries:
               
Commercial
    23       13  
Real estate — residential and home equity
          7  
Consumer
    74       34  
 
           
Total recoveries
    97       54  
 
           
Net charge-offs
    2,483       659  
 
           
Balance-September 30,
  $ 6,602     $ 6,514  
 
           
 
               
Ratios:
               
Annualized net charge-offs to average total loans
    0.51 %     0.15 %
Allowance for loan losses to total loans at period-end
    1.03 %     1.02 %
Allowance for loan losses to nonaccrual loans and loans past due 90 days or more
    53.14 %     31.60 %
Liquidity risk management
Maintaining adequate liquidity provides the Corporation with the ability to meet financial obligations to depositors, loan customers, employees, and shareholders on a timely and cost effective basis in the normal course of business. Additionally, it 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 scheduled investment security maturities and cash inflows, funds received from customer loan payments, and asset sales. The primary sources of liability liquidity are deposit growth, 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 September 30, 2010, we believe that liquidity was adequate based upon the potential liquidation of unpledged available-for-sale securities with a fair value totaling $90 million and available credit from the Federal Home Loan Bank of Pittsburgh totaling approximately $63 million. The Corporation’s loan-to-deposit ratio, which is used as a broad measure of liquidity, was approximately 81 percent for September 30, 2010, compared to 89 percent for year-end 2009.

 

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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 on September 30, 2010, totaled $191 million and consisted of $130 million in unfunded commitments under existing loan facilities, $55 million to grant new loans and $6 million in letters of credit. Normally 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 and therefore, generally do not present significant liquidity risk to the Corporation or PeoplesBank.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
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 Chief Financial Officer, 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 Chief Financial Officer concluded that, as of September 30, 2010, the Corporation’s disclosure controls and procedures are 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, that the benefits of controls must be considered relative to their costs, and inherent limitations that may not prevent fraud, particularly by collusion of two or more people or by management override of a control.
There has been no change in the Corporation’s internal control over financial reporting that occurred during the quarter ended September 30, 2010, that has materially affected or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted, which among other things, exempted non-accelerated SEC filers such as the Corporation, i.e., companies with a public float below $75 million, from the requirement of the Sarbanes-Oxley Act’s section 404(b) external auditor’s attestation of internal controls over financial reporting.
Part II—OTHER INFORMATION
Item 1. Legal proceedings
There are no legal proceedings pending against Codorus Valley Bancorp, Inc. or any of its subsidiaries which are expected to have a material impact upon the financial position and/or operating results of the Corporation. Management is not aware of any proceedings known or contemplated by government authorities.
Item 1A. Risk factors
Not applicable to smaller reporting companies.
Item 2. Unregistered sales of equity securities and use of proceeds
Nothing to report.
Item 3. Defaults upon senior securities
Nothing to report.
Item 4. Removed and reserved
Item 5. Other information
Nothing to report.

 

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Item 6. Exhibits
         
Exhibit    
Number   Description of Exhibit
       
 
  3.1    
Amended Articles of Incorporation — filed herewith
       
 
  3.2    
Amended By-laws (Incorporated by reference to Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K, filed with the Commission on November 15, 2007.)
       
 
  3.3    
Certificate of Designations for the Series A Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 15, 2009.)
       
 
  4    
Rights Agreement dated as of November 4, 2005 — filed herewith
       
 
  4.1    
Amendment to Rights Agreement dated January 9, 2009 — filed herewith
       
 
  4.2    
Securities Purchase Agreement dated as of January 9, 2009, between the Registrant and the United States Department of Treasury (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 15, 2009.)
       
 
  4.3    
Warrant, dated January 9, 2009, to purchase shares of Common Stock of the Registrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 15, 2009.)
       
 
  10.1    
Employment Agreement between Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Larry J. Miller dated December 27, 2005 — filed herewith*
       
 
  10.2    
Long Term Nursing Care Agreement between Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Larry J. Miller, dated December 27, 2005 — filed herewith*
       
 
  10.3    
Change of Control Agreement by and among Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Jann A. Weaver, dated December 27, 2005 — filed herewith*
       
 
  10.4    
Codorus Valley Bancorp, Inc. Change in Control and Supplemental Benefit Trust Agreement between Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Hershey Trust Company, dated January 25, 2006 — filed herewith
       
 
  31.1    
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       
 
  31.2    
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       
 
  32    
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
*   Management contract or compensation plan or arrangement required to be filed or incorporated as an exhibit.

 

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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 there unto duly authorized.
             
 
      Codorus Valley Bancorp, Inc.
(Registrant)
   
 
           
November 12, 2010
 
Date
      /s/ Larry J. Miller
 
Larry J. Miller
   
 
      President & CEO    
 
      (Principal Executive Officer)    
 
           
November 12, 2010
 
Date
      /s/ Jann A. Weaver
 
Jann A. Weaver
   
 
      Treasurer & Assistant Secretary    
 
      (Principal Financial and Accounting Officer)    

 

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