Edgar Filing: CODORUS VALLEY BANCORP INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549




	FORM 10-Q


	x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2013
	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 x 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 x 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 x

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

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 May 1, 2013, 4,501,627 shares of common stock, par value $2.50, were outstanding.

- 1 -

Codorus Valley Bancorp, Inc.
Form 10-Q Index


PART I – FINANCIAL INFORMATION		Page #

Item 1.	Financial statements (unaudited):
	Consolidated balance sheets	3
	Consolidated statements of income	4
	Consolidated statements of comprehensive income	5
	Consolidated statements of cash flows	6
	Consolidated statements of changes in shareholders’ equity	7
	Notes to consolidated financial statements	8

Item 2.	Management’s discussion and analysis of financial condition and results of operations	33

Item 3.	Quantitative and qualitative disclosures about market risk	47

Item 4.	Controls and procedures	47

PART II – OTHER INFORMATION

Item 1.	Legal proceedings	47

Item 1A.	Risk factors	47

Item 2.	Unregistered sales of equity securities and use of proceeds	47

Item 3.	Defaults upon senior securities	47

Item 4.	Mine safety disclosures	47

Item 5.	Other information	48

Item 6.	Exhibits	48

SIGNATURES		49

- 2 -

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Codorus Valley Bancorp, Inc.
Consolidated Balance Sheets
Unaudited


(dollars in thousands, except share and per share data)	March 31, 2013			December 31, 2012
Assets
Interest bearing deposits with banks	$	26,340		$	34,866
Cash and due from banks		10,586			14,891
Total cash and cash equivalents		36,926			49,757
Securities, available-for-sale		221,777			234,062
Restricted investment in bank stocks, at cost		3,084			2,863
Loans held for sale		2,622			3,091
Loans (net of deferred fees of $1,407 - 2013 and $1,186 - 2012)		759,614			737,134
Less-allowance for loan losses		(9,486	)		(9,302	)
Net loans		750,128			727,832
Premises and equipment, net		12,746			11,493
Other assets		36,100			30,639
Total assets	$	1,063,383		$	1,059,737

Liabilities
Deposits
Noninterest bearing	$	88,137		$	88,476
Interest bearing		805,045			812,831
Total deposits		893,182			901,307
Short-term borrowings		19,243			19,356
Long-term debt		40,650			30,815
Other liabilities		7,123			6,928
Total liabilities		960,198			958,406

Shareholders’ equity
Preferred stock, par value $2.50 per share; $1,000 liquidation preference, 1,000,000 shares authorized; 25,000 Series B shares issued and outstanding - 2013 and 2012		25,000			25,000
Common stock, par value $2.50 per share; 15,000,000 shares authorized; shares issued and outstanding: 4,487,856 at March 31, 2013 and 4,482,319 at December 31, 2012		11,220			11,206
Additional paid-in capital		40,681			40,524
Retained earnings		20,973			18,868
Accumulated other comprehensive income		5,311			5,733
Total shareholders’ equity		103,185			101,331
Total liabilities and shareholders’ equity	$	1,063,383		$	1,059,737

See accompanying notes.

- 3 -

Table of Contents

Codorus Valley Bancorp, Inc.
Consolidated Statements of Income
Unaudited


	Three months ended March 31,
(dollars in thousands, except per share data)	2013		2012
Interest income
Loans, including fees	$	10,068	$	9,870
Investment securities:
Taxable		645		907
Tax-exempt		628		597
Dividends		6		4
Other		14		15
Total interest income		11,361		11,393

Interest expense
Deposits		2,009		2,456
Federal funds purchased and other short-term borrowings		28		24
Long-term debt		172		211
Total interest expense		2,209		2,691
Net interest income		9,152		8,702
Provision for loan losses		260		250
Net interest income after provision for loan losses		8,892		8,452

Noninterest income
Trust and investment services fees		473		408
Income from mutual fund, annuity and insurance sales		249		188
Service charges on deposit accounts		634		611
Income from bank owned life insurance		166		156
Other income		166		162
Net gain on sales of loans held for sale		319		259
Net gain on sales of securities		0		49
Total noninterest income		2,007		1,833

Noninterest expense
Personnel		4,180		3,678
Occupancy of premises, net		511		508
Furniture and equipment		516		463
Postage, stationery and supplies		150		134
Professional and legal		137		159
Marketing and advertising		146		210
FDIC insurance		171		219
Debit card processing		178		177
Charitable donations		475		447
Telephone		134		132
External data processing		147		128
Foreclosed real estate including (gains) losses on sales		63		593
Impaired loan carrying costs		79		45
Other		366		377
Total noninterest expense		7,253		7,270
Income before income taxes		3,646		3,015
Provision for income taxes		984		725
Net income		2,662		2,290
Preferred stock dividends		63		188
Net income available to common shareholders	$	2,599	$	2,102
Net income per common share, basic	$	0.58	$	0.48
Net income per common share, diluted	$	0.57	$	0.47

See accompanying notes.

- 4 -

Table of Contents

Codorus Valley Bancorp, Inc.
Consolidated Statements of Comprehensive Income
Unaudited


	Three months ended March 31,
(dollars in thousands)	2013			2012
Net income	$	2,662		$	2,290
Other comprehensive (loss) income:
Securities available for sale:
Net unrealized holding (losses) gains arising during the period (net of tax (benefit) expense of $(217) and $61, respectively)		(422	)		117
Reclassification adjustment for (gains) included in net income (net of tax expense of $0 and $17, respectively)		0			(32	)
Net unrealized (losses) gains		(422	)		85
Comprehensive income	$	2,240		$	2,375

See accompanying notes.

- 5 -

Table of Contents

Codorus Valley Bancorp, Inc.
Consolidated Statements of Cash Flows
Unaudited


	Three months ended March 31,
(dollars in thousands)	2013			2012
Cash flows from operating activities
Net income	$	2,662		$	2,290
Adjustments to reconcile net income to net cash provided by operations:
Depreciation/amortization		359			331
Net amortization of premiums on securities		380			337
Amortization of deferred loan origination fees and costs		(131	)		(54	)
Amortization of intangible assets		0			7
Provision for loan losses		260			250
Provision for losses on foreclosed real estate		0			707
Amortization of investment in real estate partnership		85			86
Increase in cash surrender value and death benefit on bank owned life insurance		(166	)		(156	)
Originations of loans held for sale		(19,172	)		(16,520	)
Proceeds from sales of loans held for sale		19,960			14,841
Net gain on sales of loans held for sale		(319	)		(259	)
Gain on disposal of premises and equipment		0			(8	)
Net gain on sales of securities available-for-sale		0			(49	)
Net (gain) loss on sales of foreclosed real estate		(14	)		1
Stock-based compensation		78			116
Decrease in accrued interest receivable		58			282
Increase in other assets		(117	)		(531	)
Decrease in accrued interest payable		(41	)		(30	)
Increase (decrease) in other liabilities		239			(681	)
Net cash provided by operating activities		4,121			960

Cash flows from investing activities
Purchases of securities, available-for-sale		(838	)		(14,012	)
Maturities, repayments and calls of securities, available-for-sale		12,104			7,472
Sales of securities, available-for-sale		0			8,047
(Purchase) redemption of restricted investment in bank stock		(221	)		178
Net increase in loans made to customers		(22,425	)		(9,953	)
Purchases of premises and equipment		(1,612	)		(260	)
Investment in bank owned life insurance		(5,300	)		(230	)
Investment in foreclosed real estate		0			(17	)
Proceeds from sales of foreclosed real estate		207			1,875
Net cash used in investing activities		(18,085	)		(6,900	)

Cash flows from financing activities
Net (decrease) increase in demand and savings deposits		(2,030	)		20,336
Net decrease in time deposits		(6,095	)		(137	)
Net (decrease) increase in short-term borrowings		(113	)		3,499
Proceeds from issuance of long-term debt		10,000			0
Repayment of long-term debt		(165	)		(10,260	)
Cash dividends paid to preferred shareholders		(63	)		(313	)
Cash dividends paid to common shareholders		(494	)		(378	)
Issuance of common stock		93			101
Net cash provided by financing activities		1,133			12,848
Net (decrease) increase in cash and cash equivalents		(12,831	)		6,908
Cash and cash equivalents at beginning of year		49,757			32,195
Cash and cash equivalents at end of period	$	36,926		$	39,103

See accompanying notes.

- 6 -

Table of Contents

Codorus Valley Bancorp, Inc.
Consolidated Statements of Changes in Shareholders’ Equity
Unaudited


(dollars in thousands, except per share data)	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income			Total

Balance, January 1, 2013	$	25,000	$	11,206	$	40,524	$	18,868		$	5,733		$	101,331
Net income								2,662						2,662
Other comprehensive loss, net of tax											(422	)		(422	)
Common stock cash dividends ($0.11 per share)								(494	)					(494	)
Preferred stock cash dividends								(63	)					(63	)
Stock-based compensation						78								78
Issuance of common stock:
5,537 shares under the dividend reinvestment and stock purchase plan				14		79								93

Balance, March 31, 2013	$	25,000	$	11,220	$	40,681	$	20,973		$	5,311		$	103,185

Balance, January 1, 2012	$	25,000	$	10,507	$	37,253	$	14,558		$	5,924		$	93,242
Net income								2,290						2,290
Other comprehensive income, net of tax											85			85
Common stock cash dividends ($0.086 per share, adjusted)								(378	)					(378	)
Preferred stock cash dividends								(188	)					(188	)
Stock-based compensation						116								116
Issuance of common stock:
6,614 shares under the dividend reinvestment and stock purchase plan				16		52								68
3,466 shares under the stock option plan				9		24								33

Balance, March 31, 2012	$	25,000	$	10,532	$	37,445	$	16,282		$	6,009		$	95,268

See accompanying notes.

- 7 -

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Note 1—Basis of Presentation

The accompanying consolidated balance sheet at December 31, 2012 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 notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the interim consolidated financial statements include all adjustments necessary to present fairly the financial condition and results of operations for the reported periods, and all such adjustments are of a normal and recurring nature.

These consolidated statements should be read in conjunction with the notes to the audited consolidated financial statements contained in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012.

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 four wholly-owned subsidiaries, Codorus Valley Financial Advisors, Inc., SYC Settlement Services, Inc. and two 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 three month period ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year.

In accordance with FASB ASC 855, the Corporation evaluated the events and transactions that occurred after the balance sheet date of March 31, 2013 and through the date these consolidated financial statements were issued, for items of potential recognition or disclosure.

Note 2—Significant Accounting Policies

Loans

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff, are stated at their outstanding unpaid principal balances less amounts charged off, net of an allowance for loan losses and any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Generally, loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield (interest income) over the contractual life of the loan. The loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following industry classes: builder & developer, commercial real estate investor, residential real estate investor, hotel/motel, wholesale & retail, agriculture, manufacturing and all other. Consumer loans consist of the following classes: residential mortgage, home equity and all other.

For all classes of loans receivable, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on nonaccrual loans, including impaired loans, generally is either applied against principal or reported as interest income, according to the Corporation’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, generally six months, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past due status of all classes of loans receivable is determined based on contractual due dates for loan payments.

- 8 -

Table of Contents

Allowance for Loan Losses

The allowance for loan losses represents the Corporation’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. While the Corporation attributes a portion of the allowance to individual loans and groups of loans that it evaluates and determines to be impaired, the allowance is available to cover all charge-offs that arise from the loan portfolio.

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. The Corporation performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Corporation’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired, generally substandard and nonaccrual loans. For loans that are classified as impaired, an allowance is established when the collateral value (or discounted cash flows or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers pools of loans by loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate, home equity and other consumer loans. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these classes of loans, adjusted for qualitative (environmental) risk factors. Historical loss rates are based on a two year rolling average of net charge-offs. Qualitative risk factors that supplement historical losses in the evaluation of loan pools include:


	•	Changes in national and local economies and business conditions
	•	Changes in the value of collateral for collateral dependent loans
	•	Changes in the level of concentrations of credit
	•	Changes in the volume and severity of classified and past due loans
	•	Changes in the nature and volume of the portfolio
	•	Changes in collection, charge-off, and recovery procedures
	•	Changes in underwriting standards and loan terms
	•	Changes in the quality of the loan review system
	•	Changes in the experience/ability of lending management and key lending staff
	•	Regulatory and legal regulations that could affect the level of credit losses
	•	Other pertinent environmental factors

Each factor is assigned a value to reflect improving, stable or declining conditions based on the Corporation’s best judgment using relevant information available at the time of the evaluation. An unallocated component is maintained to cover uncertainties that could affect the Corporation’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the loan portfolio.

- 9 -

Table of Contents

As disclosed in Note 5-Loans, the Corporation engages in commercial and consumer lending. Loans are made within the Corporation’s primary market area and surrounding areas, and include the purchase of whole loan or participation interests in loans from other financial institutions. Commercial related loans, which pose the greatest risk of loss to the Corporation, whether originated or purchased, are generally secured by real estate. Within the broad commercial loan segment, the builder & developer and commercial real estate investor loan classes generally present a higher level of risk than other commercial loan classifications. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effect of general economic conditions on income producing properties, unstable real estate prices and the dependency upon successful construction and sale or operation of the real estate project. Within the consumer loan segment, junior (i.e., second) liens present a slightly higher risk to the Corporation because economic and housing market conditions can adversely affect the underlying value of the collateral and the ability of some borrowers to service their debt.

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered in determining impairment include payment status and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. The Corporation determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Loans that are deemed impaired are evaluated for impairment loss based on the net realizable value of the collateral, as applicable. Loans that are not collateral dependent will rely on the present value of expected future cash flows discounted at the loan’s effective interest rate to determine impairment loss. Large groups of smaller balance homogeneous loans such as residential mortgage loans, home equity loans and other consumer loans are collectively evaluated for impairment, unless they are considered to be a troubled debt restructuring.

An allowance for loan losses is established for an impaired commercial loan if its carrying value exceeds its estimated fair value. For commercial loans secured by real estate, estimated fair values are determined primarily through third-party appraisals of the underlying collateral. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the most recent appraisal and the condition of the property. Appraisals are generally discounted to provide for selling costs and other factors to determine an estimate of the net realizable value of the property. For commercial loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets. In instances when specific consumer related loans become impaired, they may be partially or fully charged off, which obviates the need for a specific allowance.

Loans whose terms are modified are classified as troubled debt restructurings if the Corporation grants borrowers experiencing financial difficulties concessions that it would not otherwise consider. Concessions granted under a troubled debt restructuring may involve an interest rate that is below the market rate given the associated credit risk of the loan or an extension of a loan’s stated maturity date. Loans classified as troubled debt restructurings are designated as impaired. Non-accrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for a reasonable period of time, generally six consecutive months after modification and future payments are reasonably assured.

- 10 -

Table of Contents

Banking regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses and may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to the Corporation. Based on a comprehensive analysis of the loan portfolio, the Corporation believes that the level of the allowance for loan losses at March 31, 2013 is adequate.

Foreclosed Real Estate

Foreclosed real estate, included in other assets, is comprised of property acquired through a foreclosure proceeding or property that is acquired through in substance foreclosure. Foreclosed real estate is initially recorded at fair value minus estimated costs to sell at the date of foreclosure, establishing a new cost basis. Any difference between the carrying value and the new cost basis is charged against the allowance for loan losses. Appraisals are generally used to determine fair value. After foreclosure, management reviews valuations at least quarterly and adjusts the asset to the lower of cost or fair value minus estimated costs to sell through a valuation allowance. Costs related to the improvement of foreclosed real estate are generally capitalized until the real estate reaches a saleable condition subject to fair value limitations. Revenue and expense from operations and changes in the valuation allowance are included in noninterest expense. When a foreclosed real estate asset is ultimately sold, any gain or loss on the sale is included in the income statement as a component of noninterest expense. At March 31, 2013, foreclosed real estate, net of allowance, was $3,440,000, compared to $3,633,000 for December 31, 2012.

Per Common Share Computations

All per share computations include the effect of stock dividends distributed. The computation of net income per common share is provided in the table below.


	Three months ended March 31,
*(in thousands, except per share data)*	2013		2012
Net income available to common shareholders	$	2,599	$	2,102

Weighted average shares outstanding (basic)		4,485		4,417
Effect of dilutive stock options		83		26
Weighted average shares outstanding (diluted)		4,568		4,443

Basic earnings per common share	$	0.58	$	0.48
Diluted earnings per common share	$	0.57	$	0.47

Anti-dilutive stock options and common stock warrants		28		87

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 shareholders’ equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

- 11 -

Table of Contents

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.

Supplemental cash flow information is provided in the table below.


		Three months ended
		March 31,
*(dollars in thousands)*	2013		2012

Cash paid during the period for:
Income taxes	$	65	$	201
Interest	$	2,250	$	2,721
Noncash investing activities:
Increase in other liabilities for purchase of securities settling after quarter-end	$	0	$	3,100

Reclassification

Certain amounts in the 2012 consolidated financial statements have been reclassified to conform to the 2013 presentation, which did not impact net income or shareholders’ equity.

Recent Accounting Pronouncements

In December 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities”. The ASU amends Topic 210 by requiring additional improved information to be disclosed regarding financial instruments and derivative instruments that are offset in accordance with the conditions under ASC 210-20-45 or ASC 810-10-45 or subject to an enforceable master netting arrangement or similar agreement. The amendments are effective for annual and interim reporting periods beginning on or after January 1, 2013. The disclosures required by the amendments were applied retrospectively for all comparative periods presented (See Note 14). The Corporation adopted this Update during the period ending March 31, 2013 and it did not have a material impact on the Corporation’s consolidated financial statements.

In January 2013, the FASB issued ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. The ASU amends Update 2011-11 to clarify that the scope applies to derivatives, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to master netting or similar arrangements. Other types of financial assets and liabilities subject to master netting or similar arrangements are not subject to the disclosure requirements in Update 2011-11. The amendments are effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods (See Note 14). The Corporation adopted this Update during the period ending March 31, 2013 and it did not have a material impact on the Corporation’s consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” The objective of this ASU is to improve the reporting of reclassifications out of accumulated other comprehensive income. This ASU requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income, by component, on the respective line items in the income statement if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. Reclassifications that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period are required to be cross-referenced to other U.S. GAAP disclosures that provide additional detail about those amounts. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income. The provisions of this ASU are effective for public entities prospectively for reporting periods beginning after December 15, 2012. The Corporation adopted this Update during the period ending March 31, 2013 and it had no impact on the Corporation’s consolidated financial statements.

- 12 -

Table of Contents

On July 13, 2012, the SEC published their final report on International Financial Reporting Standards (IFRS), which included an analysis of the issues related to possible incorporation of IFRS into the U.S. financial reporting regime. The SEC report was designed to inform the SEC commissioners for when they would come to decide whether, and if so, how, IFRS should be applied to the U.S. The next step for the SEC is to develop a recommendation on IFRS, but no timetable has been disclosed for completing this work. The Corporation will continue to monitor the development of the potential implementation of IFRS.

Note 3-Securities

A summary of securities available-for-sale at March 31, 2013 and December 31, 2012 is provided below. The securities available-for-sale portfolio is generally comprised of high quality debt instruments, principally obligations of the United States government or agencies thereof. Also included in the portfolio are investments in the obligations of states and municipalities. With the exception of an approximately $14 million portfolio (fair value) of Texas municipal utility district bonds, which has its own criteria for investment (e.g., maximum debt to assessed valuation, minimum assessed valuation and district size, proximity to employment, etc.), the remaining municipal bonds were all rated A or above by a national rating service at March 31, 2013. The majority of municipal bonds in the portfolio are general obligation bonds, which can draw upon multiple sources of revenue, including taxes, for payment. Only a few bonds are revenue bonds, which are dependent upon a single revenue stream for payment, but they are for critical services such as water and sewer. In many cases, municipal debt issues are insured or, in the case of school districts of selected states, backed by specific loss reserves. At March 31, 2013, the fair value of the municipal bond portfolio was concentrated in the states of Pennsylvania at 42 percent and Texas at 17 percent.


*(dollars in thousands)*	Amortized Cost		Gross Unrealized					Fair Value
*(dollars in thousands)*	Amortized Cost		Gains		Losses			Fair Value

March 31, 2013
Debt securities:
U.S. Treasury notes	$	3,501	$	22	$	0		$	3,523
U.S. agency		34,953		1,037		(17	)		35,973
U.S. agency mortgage-backed, residential		76,959		3,116		(3	)		80,072
State and municipal		98,316		3,908		(15	)		102,209
Total debt securities	$	213,729	$	8,083	$	(35	)	$	221,777

December 31, 2012
Debt securities:
U.S. Treasury notes	$	5,001	$	31	$	0		$	5,032
U.S. agency		37,000		1,083		(25	)		38,058
U.S. agency mortgage-backed, residential		84,630		3,603		0			88,233
State and municipal		98,744		4,053		(58	)		102,739
Total debt securities	$	225,375	$	8,770	$	(83	)	$	234,062

- 13 -

Table of Contents

The amortized cost and estimated fair value of debt securities at March 31, 2013 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
*(dollars in thousands)*	Amortized Cost		Fair Value
Due in one year or less	$	15,624	$	15,761
Due after one year through five years		173,079		179,649
Due after five years through ten years		21,205		22,322
Due after ten years		3,821		4,045
Total debt securities	$	213,729	$	221,777

Gross realized gains and losses on sales of securities available-for-sale are shown below. Realized gains and losses are computed on the basis of specific identification of the adjusted cost of each security and are shown net as a separate line item in the income statement.


	Three months ended March 31,
*(dollars in thousands)*	2013		2012

Realized gains	$	0	$	50
Realized losses		0		(1	)
Net gains	$	0	$	49

Securities, issued by agencies of the federal government, with a carrying value of $140,942,000 and $135,348,000 on March 31, 2013 and December 31, 2012, respectively, were pledged to secure public and trust deposits, repurchase agreements and other short-term borrowings.

The table below shows gross unrealized losses and fair value, aggregated by investment category and length of time, for securities that have been in a continuous unrealized loss position, at March 31, 2013 and December 31, 2012.


	Less than 12 months					12 months or more				Total
*(dollars in thousands)*	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
March 31, 2013
Debt securities:
U.S. agency	$	8,243	$	(17	)	$	0	$	0	$	8,243	$	(17	)
U.S. agency mortgage-backed, residential		1,617		(3	)		0		0		1,617		(3	)
State and municipal		6,637		(15	)		0		0		6,637		(15	)
Total temporarily impaired debt securities, available for sale	$	16,497	$	(35	)	$	0	$	0	$	16,497	$	(35	)

December 31, 2012
Debt securities:
U.S. agency	$	8,251	$	(25	)	$	0	$	0	$	8,251	$	(25	)
State and municipal		11,565		(58	)		0		0		11,565		(58	)
Total temporarily impaired debt securities, available for sale	$	19,816	$	(83	)	$	0	$	0	$	19,816	$	(83	)

- 14 -

Table of Contents

The unrealized losses of $35,000 at March 31, 2013 within the less than 12 months category were attributable to three U.S. agency securities, one U.S. agency mortgage-backed security, and fifteen state and municipal securities, all rated A or above by a national rating service.

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

The Corporation believes that unrealized losses at March 31, 2013 were primarily the result of changes in market interest rates and that it has the ability to hold these investments for a time necessary to recover the amortized cost. Through March 31, 2013 the Corporation has collected all interest and principal on its investment securities as scheduled. The Corporation believes 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, which represents required investments in the common stock of correspondent banks, is carried at cost and, as of March 31, 2013 and December 31, 2012, consisted primarily of the common stock of the Federal Home Loan Bank of Pittsburgh (FHLBP) and, to a lesser degree, Atlantic Central Bankers Bank (ACBB). Under the FHLBP’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 borrowings from the FHLBP. The FHLBP uses a formula to determine the minimum stock investment, which is based on the volume of loans outstanding, unused borrowing capacity and other factors.

The FHLBP paid dividends during the periods ended March 31, 2013 and 2012 but reported that future dividends will be dependent upon the condition of its private-label residential mortgage-backed securities portfolio, its overall financial performance, retained earnings and other factors. The FHLBP restricts the repurchase of the excess capital stock of member banks. The amount of excess capital stock that can be repurchased from any member is currently the lesser of five percent of the member’s total capital stock outstanding or its excess capital stock outstanding.

Management evaluates the restricted stock for impairment in accordance with FASB ASC Topic 942. Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. Using the FHLBP as an example, the determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as: (1) the significance of the decline in net assets of the FHLBP as compared to the capital stock amount for the FHLBP and the length of time this situation has persisted; (2) commitments by the FHLBP to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLBP; and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLBP. Management believes no impairment charge was necessary related to the restricted stock during the periods ended March 31, 2013 and 2012.

- 15 -

Table of Contents

Note 5—Loans

The table below provides the composition of the loan portfolio at March 31, 2013 and December 31, 2012. The portfolio is comprised of two segments, commercial and consumer loans. The commercial loan segment is disaggregated by industry class which allows the Corporation to monitor risk and performance. Those industries representing the largest dollar investment and most risk are listed separately. The other commercial loans category is comprised of a multitude of industries, including health services, professional services, public administration, restaurant, service, transportation, finance, natural resources, recreation and religious organizations. The consumer related segment is comprised of residential mortgages, home equity and other consumer loans. The Corporation has not engaged in sub-prime residential mortgage originations.


*(dollars in thousands)*	March 31, 2013		December 31, 2012
Builder & developer	$	97,195	$	96,936
Commercial real estate investor		124,917		122,714
Residential real estate investor		66,725		66,419
Hotel/Motel		68,903		64,948
Wholesale & retail		69,905		70,443
Manufacturing		37,923		40,258
Agriculture		27,935		20,928
Other		133,946		124,834
Total commercial related loans		627,449		607,480
Residential mortgages		23,538		23,511
Home equity		68,864		65,858
Other		39,763		40,285
Total consumer related loans		132,165		129,654
Total loans	$	759,614	$	737,134

The Corporation’s internal risk rating system follows regulatory guidance as to risk classifications and definitions. Every approved loan is assigned a risk rating. Generally, risk ratings for commercial related loans and residential mortgages held for investment are determined by a formal evaluation of risk factors performed by the Corporation’s underwriting staff. For consumer loans, and commercial loans up to $750,000, the Corporation uses third-party credit scoring software models for risk rating purposes. The loan portfolio is monitored on a continuous basis by loan officers, loan review personnel and senior management. Adjustments of loan risk ratings are generally performed by the Special Asset Committee, which includes senior management. The Committee, which meets monthly, makes changes, as appropriate, to risk ratings when it becomes aware of credit events such as payment delinquency, cessation of a business or project, bankruptcy or death of the borrower, or changes in collateral value.

The Corporation uses ten risk ratings to grade loans. The first seven ratings, representing the lowest risk, are combined and given a “pass” rating. A pass rating is a satisfactory credit rating, which applies to a loan that is expected to perform in accordance with the loan agreement and has a low probability of loss. A loan rated “special mention” has a potential weakness which may, if not corrected, weaken the loan or inadequately protect the Corporation’s position at some future date. A loan rated “substandard” is inadequately protected by the current net worth or paying capacity of the borrower or of the collateral pledged. A “substandard” loan has a well defined weakness or weaknesses that could jeopardize liquidation of the loan, which exposes the Corporation to loss if the deficiencies are not corrected. When circumstances indicate that collection of the loan is doubtful, the loan is risk rated “nonaccrual,” the accrual of interest income is discontinued, and any unpaid interest previously credited to income is reversed. Accordingly, the table below does not include the regulatory classification of “doubtful,” nor does it include the regulatory classification of “loss” because the Corporation promptly charges off known loan losses.

- 16 -

Table of Contents

The table below presents a summary of loan risk ratings by loan class at March 31, 2013 and December 31, 2012.


*(dollars in thousands)*	Pass		Special Mention		Substandard		Nonaccrual		Total
March 31, 2013
Builder & developer	$	84,364	$	4,629	$	7,817	$	385	$	97,195
Commercial real estate investor		115,368		3,837		2,295		3,417		124,917
Residential real estate investor		63,740		171		85		2,729		66,725
Hotel/Motel		68,903		0		0		0		68,903
Wholesale & retail		65,909		1,348		0		2,648		69,905
Manufacturing		37,235		0		688		0		37,923
Agriculture		27,466		0		469		0		27,935
Other		130,205		1,026		346		2,369		133,946
Total commercial related loans		593,190		11,011		11,700		11,548		627,449
Residential mortgage		23,450		5		31		52		23,538
Home equity		68,468		117		188		91		68,864
Other		38,884		261		145		473		39,763
Total consumer related loans		130,802		383		364		616		132,165
Total loans	$	723,992	$	11,394	$	12,064	$	12,164	$	759,614

December 31, 2012
Builder & developer	$	79,101	$	6,567	$	11,013	$	255	$	96,936
Commercial real estate investor		107,415		9,563		2,459		3,277		122,714
Residential real estate investor		62,327		1,361		2,044		687		66,419
Hotel/Motel		64,948		0		0		0		64,948
Wholesale & retail		66,155		1,521		983		1,784		70,443
Manufacturing		39,559		0		699		0		40,258
Agriculture		20,457		0		471		0		20,928
Other		121,223		1,156		612		1,843		124,834
Total commercial related loans		561,185		20,168		18,281		7,846		607,480
Residential mortgage		23,421		5		32		53		23,511
Home equity		65,406		112		188		152		65,858
Other		39,318		325		351		291		40,285
Total consumer related loans		128,145		442		571		496		129,654
Total loans	$	689,330	$	20,610	$	18,852	$	8,342	$	737,134

- 17 -

Table of Contents

The table below presents a summary of impaired loans at March 31, 2013 and December 31, 2012. Generally, impaired loans are loans risk rated substandard and nonaccrual or classified as troubled debt restructurings. An allowance is established for individual commercial related loans where the Corporation has doubt as to full recovery of the outstanding principal balance. Typically, impaired consumer related loans are partially or fully charged-off obviating the need for a specific allowance. The recorded investment represents outstanding unpaid principal loan balances adjusted for charge-offs.


	March 31, 2013						December 31, 2012
*(dollars in thousands)*	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
Impaired loans with no related allowance:
Builder & developer	$	9,254	$	9,254		—	$	12,211	$	12,211		—
Commercial real estate investor		5,712		5,812		—		5,736		5,836		—
Residential real estate investor		157		157		—		72		72		—
Hotel/Motel		0		0		—		0		0		—
Wholesale & retail		2,928		5,203		—		3,048		5,323		—
Manufacturing		688		688		—		699		699		—
Agriculture		0		0		—		0		0		—
Other commercial		1,745		1,873		—		1,483		1,611		—
Residential mortgage		83		109		—		85		111		—
Home equity		279		279		—		340		340		—
Other consumer		618		676		—		642		718		—
Total impaired loans with no related allowance	$	21,464	$	24,051		—	$	24,316	$	26,921		—

Impaired loans with a related allowance:
Builder & developer	$	132	$	132	$	62	$	256	$	256	$	147
Commercial real estate investor		0		0		0		0		0		0
Residential real estate investor		2,657		2,657		700		2,659		2,659		700
Hotel/Motel		0		0		0		0		0		0
Wholesale & retail		0		0		0		0		0		0
Manufacturing		0		0		0		0		0		0
Agriculture		469		469		100		471		471		100
Other commercial		969		969		170		972		972		215
Residential mortgage		0		0		0		0		0		0
Home equity		0		0		0		0		0		0
Other consumer		0		0		0		0		0		0
Total impaired loans with a related allowance	$	4,227	$	4,227	$	1,032	$	4,358	$	4,358	$	1,162

Total impaired loans:
Builder & developer	$	9,386	$	9,386	$	62	$	12,467	$	12,467	$	147
Commercial real estate investor		5,712		5,812		0		5,736		5,836		0
Residential real estate investor		2,814		2,814		700		2,731		2,731		700
Hotel/Motel		0		0		0		0		0		0
Wholesale & retail		2,928		5,203		0		3,048		5,323		0
Manufacturing		688		688		0		699		699		0
Agriculture		469		469		100		471		471		100
Other commercial		2,714		2,842		170		2,455		2,583		215
Residential mortgage		83		109		0		85		111		0
Home equity		279		279		0		340		340		0
Other consumer		618		676		0		642		718		0
Total impaired loans	$	25,691	$	28,278	$	1,032	$	28,674	$	31,279	$	1,162

- 18 -

Table of Contents

The tables below present a summary of average impaired loans and related interest income that was included in net income for the three months ended March 31, 2013 and 2012.


	For the three months ended
	March 31, 2013							March 31, 2012
*(dollars in thousands)*	Average Recorded Investment		Total Interest Income			Cash Basis Interest Income		Average Recorded Investment		Total Interest Income			Cash Basis Interest Income
Impaired loans with no related allowance:
Builder & developer	$	10,732	$	130		$	2	$	5,245	$	116		$	42
Commercial real estate investor		5,724		67			36		4,260		69			34
Residential real estate investor		115		2			1		463		1			1
Hotel/Motel		0		0			0		0		0			0
Wholesale & retail		2,988		(23	)		1		2,955		(3	)		1
Manufacturing		693		10			0		713		10			0
Agriculture		0		0			0		0		0			0
Other commercial		1,614		(2	)		1		5,373		(23	)		23
Residential mortgage		84		2			1		203		3			2
Home equity		310		3			1		246		2			1
Other consumer		630		6			6		295		3			3
Total impaired loans with no related allowance	$	22,890	$	195		$	49	$	19,753	$	178		$	107

Impaired loans with a related allowance:
Builder & developer	$	194	$	0		$	0	$	264		0			0
Commercial real estate investor		0		0			0		113		1			0
Residential real estate investor		2,658		(9	)		0		89		0			0
Hotel/Motel		0		0			0		0		0			0
Wholesale & retail		0		0			0		0		0			0
Manufacturing		0		0			0		0		0			0
Agriculture		470		8			0		488		9			0
Other commercial		971		1			0		925		(1	)		0
Residential mortgage		0		0			0		0		0			0
Home equity		0		0			0		0		0			0
Other consumer		0		0			0		0		0			0
Total impaired loans with a related allowance	$	4,293	$	0		$	0	$	1,879	$	9		$	0

Total impaired loans:
Builder & developer	$	10,926	$	130		$	2	$	5,509	$	116		$	42
Commercial real estate investor		5,724		67			36		4,373		70			34
Residential real estate investor		2,773		(7	)		1		552		1			1
Hotel/Motel		0		0			0		0		0			0
Wholesale & retail		2,988		(23	)		1		2,955		(3	)		1
Manufacturing		693		10			0		713		10			0
Agriculture		470		8			0		488		9			0
Other commercial		2,585		(1	)		1		6,298		(24	)		23
Residential mortgage		84		2			1		203		3			2
Home equity		310		3			1		246		2			1
Other consumer		630		6			6		295		3			3
Total impaired loans	$	27,183	$	195		$	49	$	21,632	$	187		$	107

- 19 -

Table of Contents

The performance and credit quality of the loan portfolio is also monitored by using an aging schedule which shows the length of time a loan is past due. The table below presents a summary of past due loans, nonaccrual loans and current loans by loan segment and class at March 31, 2013 and December 31, 2012.


(dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due and Accruing		Nonaccrual		Total Past Due and Nonaccrual		Current		Total Loans
March 31, 2013
Builder & developer	$	0	$	0	$	0	$	385	$	385	$	96,810	$	97,195
Commercial real estate investor		0		0		0		3,417		3,417		121,500		124,917
Residential real estate investor		0		268		0		2,729		2,997		63,728		66,725
Hotel/Motel		0		0		0		0		0		68,903		68,903
Wholesale & retail		0		0		0		2,648		2,648		67,257		69,905
Manufacturing		0		0		0		0		0		37,923		37,923
Agriculture		375		0		0		0		375		27,560		27,935
Other		0		0		0		2,369		2,369		131,577		133,946
Total commercial related loans		375		268		0		11,548		12,191		615,258		627,449
Residential mortgage		397		0		0		52		449		23,089		23,538
Home equity		0		0		0		91		91		68,773		68,864
Other		553		27		0		473		1,053		38,710		39,763
Total consumer related loans		950		27		0		616		1,593		130,572		132,165
Total loans	$	1,325	$	295	$	0	$	12,164	$	13,784	$	745,830	$	759,614

December 31, 2012
Builder & developer	$	400	$	0	$	0	$	255	$	655	$	96,281	$	96,936
Commercial real estate investor		0		0		0		3,277		3,277		119,437		122,714
Residential real estate investor		2,044		0		0		687		2,731		63,688		66,419
Hotel/Motel		0		0		0		0		0		64,948		64,948
Wholesale & retail		1,067		0		0		1,784		2,851		67,592		70,443
Manufacturing		0		0		0		0		0		40,258		40,258
Agriculture		0		0		0		0		0		20,928		20,928
Other		456		0		0		1,843		2,299		122,535		124,834
Total commercial related loans		3,967		0		0		7,846		11,813		595,667		607,480
Residential mortgage		474		129		0		53		656		22,855		23,511
Home equity		62		0		0		152		214		65,644		65,858
Other		842		195		186		291		1,514		38,771		40,285
Total consumer related loans		1,378		324		186		496		2,384		127,270		129,654
Total loans	$	5,345	$	324	$	186	$	8,342	$	14,197	$	722,937	$	737,134

Loans classified as troubled debt restructurings (TDRs) are designated impaired and arise when the Corporation grants borrowers experiencing financial difficulties concessions that it would not otherwise consider. Concessions granted with respect to these loans involve an extension of the maturity date or a below market interest rate relative to new debt with similar credit risk. Generally, these loans are secured by real estate. If repayment of the loan is determined to be collateral dependent, the loan is evaluated for impairment loss based on the fair value of the collateral. For loans that are not collateral dependent, the present value of expected future cash flows, discounted at the loan’s effective interest rate, is used to determine any impairment loss.

A nonaccrual TDR represents a nonaccrual loan, as previously defined, which includes an economic concession. Nonaccrual TDRs are restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive payments after the modification and future principal and interest payments are reasonably assured. In contrast, an accruing TDR represents a loan that, at the time of the modification, has a demonstrated history of payments and with respect to which management believes that future loan payments are reasonably assured under the modified terms.

- 20 -

Table of Contents

The table below shows loans whose terms have been modified under TDRs during the three months ended March 31, 2013 and 2012. There was no impairment loss recognized on any of these TDRs, and they are all performing under their modified terms. There were no defaults during the three months ended March 31, 2013 for TDRs entered into for the last 12 months.


	Modifications
(dollars in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investments		Post-Modification Outstanding Recorded Investments
Three months ended:

March 31, 2013
Commercial related loans accruing		1	$	208	$	208

March 31, 2012
Commercial related loans nonaccrual		1	$	286	$	286

- 21 -

Table of Contents

NOTE 6 – Allowance for Loan Losses

The table below shows the activity in and the composition of the allowance for loan losses by loan segment and class detail as of and for the three months ended March 31, 2013 and 2012.



(dollars in thousands)	Builder & developer			Commercial real estate investor			Residential real estate investor			Hotel/ Motel			Wholesale & retail			Manufacturing			Agriculture		Other			Total commercial related
Allowance for loan losses:

Balance, January 1, 2013	$	1,571		$	1,259		$	1,195		$	485		$	1,913		$	237		$	202	$	1,170		$	8,032
Charge-offs		0			0			0			0			0			0			0		0			0
Recoveries		0			0			0			0			4			0			0		0			4
Provisions		(37	)		27			1			29			(85	)		(13	)		35		(14	)		(57	)
Balance, March 31, 2013	$	1,534		$	1,286		$	1,196		$	514		$	1,832		$	224		$	237	$	1,156		$	7,979

Balance, January 1, 2012	$	2,170		$	2,003		$	505		$	394		$	1,806		$	151		$	184	$	907		$	8,120
Charge-offs		0			0			0			0			0			0			0		0			0
Recoveries		0			0			0			0			6			0			0		0			6
Provisions		(191	)		10			(5	)		49			(96	)		0			9		108			(116	)
Balance, March 31, 2012	$	1,979		$	2,013		$	500		$	443		$	1,716		$	151		$	193	$	1,015		$	8,010

(dollars in thousands)	Residential mortgage			Home equity			Other			Total consumer related			Unallocated			Total
Allowance for loan losses:

Balance, January 1, 2013	$	124		$	237		$	238		$	599		$	671		$	9,302
Charge-offs		0			(75	)		(32	)		(107	)		0			(107	)
Recoveries		0			1			26			27			0			31
Provisions		(76	)		152			(35	)		41			276			260
Balance, March 31, 2013	$	48		$	315		$	197		$	560		$	947		$	9,486

Balance, January 1, 2012	$	88		$	86		$	171		$	345		$	237		$	8,702
Charge-offs		(39	)		0			(51	)		(90	)		0			(90	)
Recoveries		17			0			4			21			0			27
Provisions		51			1			39			91			275			250
Balance, March 31, 2012	$	117		$	87		$	163		$	367		$	512		$	8,889

- 22 -

Table of Contents

The table below shows the allowance amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment at March 31, 2013 and 2012 and December 31, 2012.


(dollars in thousands)	Builder & developer		Commercial real estate investor		Residential real estate investor		Hotel/Motel		Wholesale & retail		Manufacturing		Agriculture		Other		Total commercial related
Allowance for loan losses:

Individually evaluated for impairment	$	62	$	0	$	700	$	0	$	0	$	0	$	100	$	170	$	1,032
Collectively evaluated for impairment		1,472		1,286		496		514		1,832		224		137		986		6,947
Balance, March 31, 2013	$	1,534	$	1,286	$	1,196	$	514	$	1,832	$	224	$	237	$	1,156	$	7,979

Individually evaluated for impairment	$	147	$	0	$	700	$	0	$	0	$	0	$	100	$	215	$	1,162
Collectively evaluated for impairment		1,424		1,259		495		485		1,913		237		102		955		6,870
Balance, December 31, 2012	$	1,571	$	1,259	$	1,195	$	485	$	1,913	$	237	$	202	$	1,170	$	8,032

Individually evaluated for impairment	$	147	$	100	$	30	$	0	$	0	$	0	$	100	$	210	$	587
Collectively evaluated for impairment		1,832		1,913		470		443		1,716		151		93		805		7,423
Balance, March 31, 2012	$	1,979	$	2,013	$	500	$	443	$	1,716	$	151	$	193	$	1,015	$	8,010

Loans:

Individually evaluated for impairment	$	9,386	$	5,712	$	2,814	$	0	$	2,928	$	688	$	469	$	2,714	$	24,711
Collectively evaluated for impairment		87,809		119,205		63,911		68,903		66,977		37,235		27,466		131,232		602,738
Balance, March 31, 2013	$	97,195	$	124,917	$	66,725	$	68,903	$	69,905	$	37,923	$	27,935	$	133,946	$	627,449

Individually evaluated for impairment	$	12,467	$	5,736	$	2,731	$	0	$	3,048	$	699	$	471	$	2,455	$	27,607
Collectively evaluated for impairment		84,469		116,978		63,688		64,948		67,395		39,559		20,457		122,379		579,873
Balance, December 31, 2012	$	96,936	$	122,714	$	66,419	$	64,948	$	70,443	$	40,258	$	20,928	$	124,834	$	607,480

Individually evaluated for impairment	$	8,128	$	4,782	$	552	$	0	$	2,128	$	711	$	486	$	8,096	$	24,883
Collectively evaluated for impairment		91,569		114,679		61,069		59,462		56,385		25,616		18,583		122,333		549,696
Balance, March 31, 2012	$	99,697	$	119,461	$	61,621	$	59,462	$	58,513	$	26,327	$	19,069	$	130,429	$	574,579

(dollars in thousands)	Residential mortgage		Home equity		Other		Total consumer related		Unallocated		Total
Allowance for loan losses:

Individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	1,032
Collectively evaluated for impairment		48		315		197		560		947		8,454
Balance, March 31, 2013	$	48	$	315	$	197	$	560	$	947	$	9,486

Individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	1,162
Collectively evaluated for impairment		124		237		238		599		671		8,140
Balance, December 31, 2012	$	124	$	237	$	238	$	599	$	671	$	9,302

Individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	587
Collectively evaluated for impairment		117		87		163		367		512		8,302
Balance, March 31, 2012	$	117	$	87	$	163	$	367	$	512	$	8,889

Loans:

Individually evaluated for impairment	$	83	$	279	$	618	$	980			$	25,691
Collectively evaluated for impairment		23,455		68,585		39,145		131,185				733,923
Balance, March 31, 2013	$	23,538	$	68,864	$	39,763	$	132,165			$	759,614

Individually evaluated for impairment	$	85	$	340	$	642	$	1,067			$	28,674
Collectively evaluated for impairment		23,426		65,518		39,643		128,587				708,460
Balance, December 31, 2012	$	23,511	$	65,858	$	40,285	$	129,654			$	737,134

Individually evaluated for impairment	$	202	$	269	$	320	$	791			$	25,674
Collectively evaluated for impairment		22,448		58,413		47,228		128,089				677,785
Balance, March 31, 2012	$	22,650	$	58,682	$	47,548	$	128,880			$	703,459

- 23 -

Table of Contents

Note 7—Deposits

The composition of deposits as of March 31, 2013 and December 31, 2012 is shown below.


(dollars in thousands)	March 31, 2013		December 31, 2012
Noninterest bearing demand	$	88,137	$	88,476
NOW		84,161		77,531
Money market		277,804		289,149
Savings		37,395		34,372
Time deposits less than $100,000		233,177		236,683
Time deposits $100,000 or more		172,508		175,096
Total deposits	$	893,182	$	901,307

Note 8—Long-term Debt

A summary of long-term debt as of March 31, 2013 and December 31, 2012 is shown below.


(dollars in thousands)	March 31, 2013		December 31, 2012
PeoplesBank’s obligations:
FHLBP
Due May 2013, 3.46%, amortizing	$	98	$	245
Due July 2015, 1.90%		5,000		5,000
Due July 2016, 2.35%		5,000		5,000
Due March 2018, 1.17%		10,000		0
Due June 2018, 1.87%		5,000		5,000
Due June 2019, 2.10%		5,000		5,000
Total FHLBP		30,098		20,245
Capital lease obligation		242		260
Codorus Valley Bancorp, Inc. obligations:
Junior subordinated debt
Due 2034, 2.30%, floating rate based on 3 month
LIBOR plus 2.02%, callable quarterly		3,093		3,093
Due 2036, 1.84% floating rate based on 3 month
LIBOR plus 1.54%, callable quarterly		7,217		7,217
Total long-term debt	$	40,650	$	30,815

PeoplesBank’s long-term debt obligations to the Federal Home Loan Bank of Pittsburgh (FHLBP) are fixed rate instruments. Under terms of a blanket collateral agreement with the FHLBP, the obligations are secured by FHLBP stock and qualifying loan receivables, principally real estate secured loans.

In June 2006, Codorus Valley formed CVB Statutory Trust No. 2, a wholly-owned special purpose subsidiary whose sole purpose was to facilitate a pooled trust preferred debt issuance of $7,217,000. In November 2004, Codorus Valley formed CVB Statutory Trust No. 1 to facilitate a pooled trust preferred debt issuance of $3,093,000. The Corporation owns all of the common stock of these nonbank subsidiaries, and the debentures are the sole assets of the Trusts. The accounts of both Trusts are not consolidated for financial reporting purposes in accordance with FASB ASC 810. For regulatory capital purposes, all of the Corporation’s trust preferred securities qualified as Tier 1 capital for all reported periods. Trust preferred securities are subject to capital limitations under the FDIC’s risk-based capital guidelines. The Corporation used the net proceeds from these offerings to fund its operations.

- 24 -

Table of Contents

Note 9—Regulatory Matters

Codorus Valley and PeoplesBank are subject to various regulatory capital requirements. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if imposed, 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). Management believes that Codorus Valley and PeoplesBank were well capitalized on March 31, 2013 based on regulatory capital guidelines.


	Actual					Minimum for Capital Adequacy					Well Capitalized Minimum*
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Codorus Valley Bancorp, Inc. (consolidated)
at March 31, 2013
Capital ratios:
Tier 1 risk based	$	107,874		13.52	%	$	31,926		4.00	%		n/a		n/a
Total risk based		117,360		14.70			63,852		8.00			n/a		n/a
Leverage		107,874		10.29			41,939		4.00			n/a		n/a
at December 31, 2012
Capital ratios:
Tier 1 risk based	$	105,597		13.59	%	$	31,074		4.00	%		n/a		n/a
Total risk based		114,899		14.79			62,147		8.00			n/a		n/a
Leverage		105,597		10.02			42,143		4.00			n/a		n/a

PeoplesBank, A Codorus Valley Company
at March 31, 2013
Capital ratios:
Tier 1 risk based	$	104,430		13.13	%	$	31,811		4.00	%	$	47,716		6.00	%
Total risk based		113,916		14.32			63,621		8.00			79,527		10.00
Leverage		104,430		9.99			41,824		4.00			52,280		5.00
at December 31, 2012
Capital ratios:
Tier 1 risk based	$	102,120		13.20	%	$	30,951		4.00	%	$	46,427		6.00	%
Total risk based		111,422		14.40			61,902		8.00			77,378		10.00
Leverage		102,120		9.72			42,020		4.00			52,526		5.00

* To be well capitalized under prompt corrective action provisions.

- 25 -

Table of Contents

Note 10—Shareholders’ Equity

Preferred stock issued under the US Treasury’s Small Business Lending Fund Program

On August 18, 2011, as part of the Treasury Small Business Lending Fund (SBLF) program, the Corporation entered into a Securities Purchase Agreement (SBLF Purchase Agreement) with the United States Department of the Treasury (Treasury) pursuant to which the Corporation sold to the Treasury, for an aggregate purchase price of $25 million, 25,000 shares of senior non-cumulative, perpetual preferred stock, Series B, $1,000 liquidation value, $2.50 par value. Generally, the preferred stock is non-voting and qualifies as Tier 1 regulatory capital. The SBLF agreement imposes limits on the ability of the Corporation to pay dividends and repurchase shares of common stock if it fails to declare and pay quarterly dividends on the SBLF preferred stock. The dividend rate can fluctuate on a quarterly basis during the first 10 quarters during which the SBLF preferred stock is outstanding, based upon changes in the level of “Qualified Small Business Lending” or “QSBL” (as defined in the Purchase Agreement) by the Bank. Based upon the increase in the Bank’s level of QSBL over the baseline level calculated under the terms of the Purchase Agreement, the dividend rate for the initial dividend period was set at 5 percent. For the second through ninth calendar quarters, the dividend rate may be adjusted between one percent (1%) and five percent (5%) per annum to reflect the amount of change in the Bank’s level of QSBL. The annualized dividend rate was 1 percent for the quarters ended March 31, 2013 and December 31, 2012, and approximately 3 percent for the quarter ended March 31, 2012. For the tenth calendar quarter through four and one half years after issuance, the dividend rate will be fixed at between one percent (1%) and seven percent (7%) based upon the increase in QSBL as compared to the baseline. After four and one half years from issuance, the dividend rate will increase to 9% (including a quarterly lending incentive fee of 0.5%). Additional information about SBLF preferred stock is disclosed in Note 10—Shareholders’ Equity in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012.

Common stock dividend

Periodically, the Corporation distributes stock dividends on its common stock. The Corporation distributed a 5 percent common stock dividend on December 11, 2012 which resulted in the issuance of 211,564 additional common shares.

Note 11—Contingent Liabilities

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 consolidated financial position and/or operating results of the Corporation other than routine litigation incidental to the business. Management is not aware of any proceedings known or contemplated by government authorities.

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 $17,467,000 of standby letters of credit outstanding on March 31, 2013, compared to $17,064,000 on December 31, 2012. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding letters of credit. The amount of the liability as of March 31, 2013 and December 31, 2012, for guarantees under standby letters of credit issued, was not material. Many of the commitments are expected to expire without being drawn upon and, therefore, generally do not present significant liquidity risk to the Corporation or PeoplesBank.

- 26 -

Table of Contents

Note 13—Fair Value of Assets and Liabilities

The Corporation uses its best judgment in estimating the fair value of the Corporation’s assets and liabilities; however, there are inherent weaknesses in any estimation technique. Therefore, 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 subsequent to the respective reporting dates may be different than the amounts reported at each period end.

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


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

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

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

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

Assets Measured at Fair Value on a Recurring Basis

Securities available-for-sale

The fair values of investment securities were measured using information from a third-party pricing service. The pricing service uses quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique, used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. At least annually, the Corporation reviews a random sample of the pricing information received from the third-party pricing service by comparing it to price quotes from third-party brokers. Historically, price deviations have been immaterial.

- 27 -

Table of Contents


			Fair Value Measurements
*(dollars in thousands)*	Total		(Level 1) Quoted Prices in Active Markets for Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Other Unobservable Inputs
March 31, 2013
Securities available-for-sale:
U.S. Treasury notes	$	3,523	$	3,523	$	0	$	0
U.S. agency		35,973		0		35,973		0
U.S. agency mortgage-backed, residential		80,072		0		80,072		0
State and municipal		102,209		0		102,209		0

December 31, 2012
Securities available-for-sale:
U.S. Treasury notes	$	5,032	$	5,032	$	0	$	0
U.S. agency		38,058		0		38,058		0
U.S. agency mortgage-backed, residential		88,233		0		88,233		0
State and municipal		102,739		0		102,739		0

Assets Measured at Fair Value on a Nonrecurring Basis

Impaired loans
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. 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 March 31, 2013, the fair value consists of loan balances of $4,256,000, net of valuation allowances of $1,032,000 and charge-offs of $2,587,000, compared to loan balances of $4,493,000, net of valuation allowances of $1,162,000 and charge-offs of $2,605,000, at December 31, 2012.

Foreclosed Real Estate
Other real estate property acquired through foreclosure is initially recorded at fair value of the property at the transfer date less estimated selling cost. Subsequently, other real estate owned is carried at the lower of its carrying value or the fair value less estimated selling cost. Fair value is usually determined based upon an independent third-party appraisal of the property or occasionally upon a recent sales offer. At March 31, 2013, the carrying value of foreclosed real estate with valuation allowances was $2,661,000 ($6,372,000 less $3,711,000 of allowances). At December 31, 2012, the carrying value of foreclosed real estate with valuation allowances was $2,779,000 ($6,491,000 less $3,712,000 of allowances).


			Fair Value Measurements
*(dollars in thousands)*	Total		(Level 1) Quoted Prices in Active Markets for Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Other Unobservable Inputs
March 31, 2013
Impaired loans	$	4,256	$	0	$	0	$	4,256
Foreclosed real estate		2,661		0		0		2,661

December 31, 2012
Impaired loans	$	4,493	$	0	$	0	$	4,493
Foreclosed real estate		2,779		0		0		2,779

- 28 -

Table of Contents

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


	Quantitative Information about Level 3 Fair Value Measurements
*(dollars in thousands)*	Fair Value Estimate		Valuation Techniques			Unobservable Input			Range
March 31, 2013
Impaired loans	$	4,256		Appraisal (1	)		Appraisal adjustments (2	)		20% - 30	%
Foreclosed real estate		2,661		Appraisal (1), (3	)

Decenber 31, 2012
Impaired loans	$	4,493		Appraisal (1	)		Appraisal adjustments (2	)		20% - 30	%
Foreclosed real estate		2,779		Appraisal (1), (3	)


	(1)	Fair value is generally determined through independent appraisals, which generally include various level 3 inputs that are not identifiable.
	(2)	Appraisals may be adjusted downward by the Corporation’s management for qualitative factors such as economic conditions, and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.
	(3)	May include qualitative adjustments by the Corporation’s management and estimated liquidation expenses.

Disclosures about Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of the Corporation’s financial instruments as of March 31, 2013 and December 31, 2012:

Cash and cash equivalents
The carrying amount is a reasonable estimate of fair value.

Securities available for sale
The fair value of securities available for sale is determined in accordance with the methods described under FASB ASC Topic 820 as described above.

Restricted investment in bank stocks
The carrying amount of restricted investment in bank stocks is a reasonable estimate of fair value. The Corporation is required to maintain minimum investment balances in these stocks, which are not actively traded and therefore have no readily determinable market value.

Loans held for sale
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.

Loans, net
The fair value of non-impaired loans is estimated using discounted cash flow analyses using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans were first segregated by type such as commercial, real estate, and consumer, and were then further segmented into fixed and variable rate. Projected future cash flows are calculated based upon contractual maturity or call dates. Generally, variable rate loans that reprice frequently have no significant change in credit risk; fair value is based on carrying value.

Interest receivable
The carrying value of interest receivable is a reasonable estimate of fair value.

- 29 -

Table of Contents

Deposits
The fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date. The fair values of time deposits are estimated using a discounted cash flow analyses. The discount rates used are based on rates currently offered for deposits with similar remaining maturities. The fair values of variable rate time deposits that reprice frequently are based on carrying value. The fair values of time deposit liabilities do not take into consideration the value of the Corporation’s long-term relationships with depositors, which may have significant value.

Short-term borrowings
For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Long-term debt
Long-term debt includes FHLB advances (Level 2) and junior subordinated debt (Level 3). The fair value 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. The fair value of junior subordinated debt is estimated using discounted cash flow analysis, based on market rates and spread characteristics of similar debt with similar credit risk characteristics, terms and remaining maturity.

Interest payable
The carrying value of interest payable is a reasonable estimate of fair value.

Off-balance sheet instruments
Off-balance sheet instruments consist of lending commitments and letters of credit are based on fees currently charged in the market to enter into similar arrangements, taking into account the remaining terms of the agreements and counterparties’ credit standing. These amounts were not considered material.

- 30 -

Table of Contents

The following presents the carrying amounts and estimated fair values of the Corporation’s financial instruments as of March 31, 2013 and December 31, 2012.


					Fair Value Estimates
						(Level 1)		(Level 2)		(Level 3)
(dollars in thousands)		Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
March 31, 2013
Financial assets
Cash and cash equivalents	$	36,926	$	36,926	$	36,926	$	0	$	0
Securities available-for-sale		221,777		221,777		3,523		218,254		0
Restricted investment in bank stocks		3,084		3,084		0		3,084		0
Loans held for sale		2,622		2,675		0		2,675		0
Loans, net		750,128		776,915		0		0		776,915
Interest receivable		3,521		3,521		0		3,521		0

Financial liabilities
Deposits	$	893,182	$	898,423	$	0	$	898,423	$	0
Short-term borrowings		19,243		19,243		0		19,243		0
Long-term debt		40,650		36,325		0		31,059		5,266
Interest payable		429		429		0		429		0

Off-balance sheet instruments		0		0		0		0		0

December 31, 2012
Financial assets
Cash and cash equivalents	$	49,757	$	49,757	$	49,757	$	0	$	0
Securities available-for-sale		234,062		234,062		5,032		229,030		0
Restricted investment in bank stocks		2,863		2,863		0		2,863		0
Loans held for sale		3,091		3,151		0		3,151		0
Loans, net		727,832		753,299		0		0		753,299
Interest receivable		3,579		3,579		0		3,579		0

Financial liabilities
Deposits	$	901,307	$	907,439	$	0	$	907,439	$	0
Short-term borrowings		19,356		19,356		0		19,356		0
Long-term debt		30,815		26,568		0		21,289		5,279
Interest payable		470		470		0		470		0

Off-balance sheet instruments		0		0		0		0		0

- 31 -

Table of Contents

Note 14—Assets and Liabilities Subject to Offsetting

Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”)

PeoplesBank enters into agreements under which it sells securities subject to an obligation to repurchase the same securities the next business day. These repurchase agreements are accounted for as a collateralized financing arrangement (i.e. secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Corporation’s consolidated financial statements of condition, while the securities underlying the repurchase agreements remain in the respective securities asset accounts. In other words, there is no offsetting or netting of the securities with the repurchase agreement liabilities.


		Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statements of Condition		Net Amounts of Liabilities Presented in the Statements of Condition	Gross amounts Not Offset in the Statements of Condition

dollars in thousands								Financial Instruments			Cash Collateral Pledged		Net Amount
March 31, 2013
Repurchase Agreements (1)	$	19,243	$	0	$	19,243	$	(19,243	)	$	0	$	0

December 31, 2012
Repurchase Agreements (1)	$	19,356	$	0	$	19,356	$	(19,356	)	$	0	$	0

(1) As of March 31, 2013 and December 31, 2012, the fair value of securities pledged was $23,718,000 and $25,876,000, respectively.

- 32 -

Table of Contents

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;
•	enacted financial reform legislation, e.g., Dodd-Frank Wall Street Reform and Consumer Protection Act, which may have a significant impact on the Corporation’s business and results of operations;
•	a prolonged economic downturn;
•	an increase in nonperforming assets requiring loss provisions and the incurrence of carrying costs related to nonperforming assets;
•	declines in the market value of investment securities considered to be other-than-temporary;
•	the effects 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 U.S. governmental capital programs;
•	unavailability of capital when needed or availability at less than favorable terms;
•	political and competitive forces affecting banking, securities, asset management and credit services businesses;
•	unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, may adversely affect the Corporation’s operations, net income or reputation; 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.

- 33 -

Table of Contents

There were no material changes made to the critical accounting policies disclosed in the 2012 Annual Report on Form 10-K in regards to application or related judgments and estimates used. A detailed disclosure pertaining to critical accounting estimates is provided in Item 7 of the Corporation’s 2012 Annual Report on Form 10-K.

Three months ended March 31, 2013,
compared to three months ended March 31, 2012

FINANCIAL HIGHLIGHTS

The Corporation earned net income available to common shareholders (earnings) totaling $2,599,000 for the quarter ended March 31, 2013, compared to $2,102,000 for the quarter ended March 31, 2012. The $497,000 or 24 percent increase in earnings for the first quarter of 2013, compared to the first quarter of 2012, was primarily the result of increases in net interest income and noninterest income, and a decrease in preferred stock dividends, which more than offset an increase in the provision for income taxes, as described below.

The $450,000 or 5 percent pretax increase in net interest income was due primarily to a decrease in funding costs resulting from a larger proportion of low cost core deposits to total deposits and lower rates generally paid on all deposit products, which reflected unusually low market interest rates. The average balance of interest earning assets, principally commercial loans, increased approximately $51 million or 5 percent for the first quarter of 2013, compared to the same quarter of 2012. While the volume of earning assets increased, its effect on interest income was largely offset by lower yields, a reflection of the low interest rate environment.

The $174,000 or 9 percent increase in noninterest income was primarily the result of increases in income from wealth management services (i.e., trust fees and income from mutual funds, annuity and insurance sales) due to increased sales and appreciation in the market value of managed accounts, upon which some fees are based. An increase in gains from the sale of loans held for sale (i.e., residential mortgage loans) also contributed to the increase in noninterest income as a result of greater loan origination volumes due to increased refinancing activity.

The $125,000 or 66 percent decrease in preferred stock dividends was the result of a decrease in the dividend rate caused by the addition of loans that qualified for the U.S. Treasury’s Small Business Lending Fund Program. The annualized dividend rate in effect for the quarter ended March 31, 2013 was 1 percent, compared to approximately 3 percent for the quarter ended March 31, 2012.

Total noninterest expense for the quarter ended March 31, 2013, was $7,253,000, slightly less than the $7,270,000 recorded for the quarter ended March 31, 2012. Personnel expense during the current quarter increased $502,000 or 14 percent above the first quarter of 2012 due to increases in planned staff additions, employee benefits costs and normal business growth. However, for the same periods, foreclosed real estate costs decreased $530,000 or 89 percent due primarily to a decrease in provisioning for impairment losses. Consequently, the overall level of noninterest expense for the first quarter of 2013, compared to the first quarter of 2012, was basically flat.

The provision for income taxes for the first quarter of 2013 was $984,000, compared to $725,000 for the first quarter of 2012. The $259,000 or 36 percent increase in income taxes was primarily the result of the 21 percent increase in income before income taxes.

- 34 -

Table of Contents

The schedule below presents selected performance metrics for the first quarter of 2013 and 2012.


	Three months ended March 31,
		2013			2012

Basic earnings per share	$	0.58		$	0.48
Diluted earnings per share	$	0.57		$	0.47
Cash dividend payout ratio		19.0	%		18.0	%
Return on average assets		1.01	%		0.91	%
Return on average equity		10.39	%		9.61	%
Net interest margin (tax equivalent)		3.86	%		3.85	%
Net overhead ratio		1.99	%		2.17	%
Efficiency ratio		63.85	%		66.40	%
Average equity to average assets		9.73	%		9.42	%

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 March 31, 2013, was $9,152,000, an increase of $450,000 or 5 percent above the first quarter of 2012. The increase in net interest income was due primarily to a decrease in funding costs resulting from a larger proportion of low cost core deposits to total deposits and lower rates generally paid on all deposit products, which reflected unusually low market interest rates. Net interest income (tax equivalent basis) as a percentage of interest earning assets, i.e., net interest margin, was 3.86 percent for the first quarter of 2013, compared to 3.85 percent for the first quarter of 2012.

The $32,000 or 0.3 percent decrease in total interest income for the current quarter, compared to the first quarter of 2012, was due primarily to a decrease in yields on earning assets, which was reflective of the long duration of historically low market interest rates. Interest earning assets averaged $998 million and yielded 4.76 percent (tax equivalent basis) for the current quarter, compared to $947 million and 4.99 percent, respectively, for the first quarter of 2012. The average balance of interest earning assets, principally commercial loans, increased approximately $51 million or 5 percent for the first quarter of 2013, compared to the same quarter of 2012. While the volume of earning assets increased, its effect on interest income was largely offset by lower yields, a reflection of the low interest rate environment.

The $482,000 or 18 percent decrease in total interest expense for the current quarter, compared to the first quarter of 2012 resulted from a larger proportion of low cost core deposits to total deposits and lower rates generally paid on all deposit products, which reflected historically low market interest rates. Total interest bearing liabilities averaged $862 million at an average rate of 1.04 percent for the current quarter, compared to $836 million and 1.29 percent, respectively, for the first quarter of 2012. The $26 million or 3 percent increase in the average volume of interest bearing liabilities reflected growth in core deposits, principally money market and interest bearing demand deposits. The growth of core deposits is a particular focus of the Corporation because the rates are relatively low, are a source of fee income and provide the opportunity to cross-sell other financial products and services. For internal purposes, the Corporation excludes time deposits in its definition of core deposits.

- 35 -

Table of Contents

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


	Three months ended March 31,
	2013							2012
(dollars in thousands)	Average Balance		Interest		Yield/ Rate			Average Balance		Interest		Yield/ Rate

Assets
Interest bearing deposits with banks	$	22,651	$	14		0.25	%	$	24,366	$	15		0.25	%
Investment securities:
Taxable		127,832		651		2.07			147,440		911		2.49
Tax-exempt		95,046		931		3.97			78,887		883		4.50
Total investment securities		222,878		1,582		2.88			226,327		1,794		3.19

Loans:
Taxable (1)		741,583		9,967		5.45			681,343		9,724		5.74
Tax-exempt		10,635		151		5.76			14,531		216		5.98
Total loans		752,218		10,118		5.46			695,874		9,940		5.75
Total earning assets		997,747		11,714		4.76			946,567		11,749		4.99
Other assets (2)		56,263							64,991
Total assets	$	1,054,010						$	1,011,558
Liabilities and Shareholders’ Equity
Deposits:
Interest bearing demand	$	365,246	$	334		0.37	%	$	324,492	$	328		0.41	%
Savings		35,727		22		0.25			31,814		20		0.25
Time		406,250		1,653		1.65			426,641		2,108		1.99
Total interest bearing deposits		807,223		2,009		1.01			782,947		2,456		1.26
Short-term borrowings		20,127		28		0.56			14,559		24		0.66
Long-term debt		34,169		172		2.04			38,262		211		2.22
Total interest bearing liabilities		861,519		2,209		1.04			835,768		2,691		1.29


Noninterest bearing deposits		83,227							74,217
Other liabilities		6,747							6,273
Shareholders’ equity		102,517							95,300

Total liabilities and shareholders’ equity	$	1,054,010						$	1,011,558
Net interest income			$	9,505						$	9,058
Net interest margin (3)						3.86	%						3.85	%


(1)	Average balance includes average nonaccrual loans of $8,749,000 for 2013 and $11,106,000 for 2012. Interest includes net loan fees of $329,000 for 2013 and $199,000 for 2012.
(2)	Average balance includes average bank owned life insurance, foreclosed real estate and unrealized holding gains (losses) on investment securities.

- 36 -

Table of Contents

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


	Three months ended March 31, 2013 vs. 2012
	Increase (decrease) due to change in
(dollars in thousands)	Volume			Rate				Net
Interest Income
Interest bearing deposits with banks	$	(1	)	$	0		$	(1	)
Investment securities:
Taxable		(102	)		(158	)		(260	)
Tax-exempt		181			(133	)		48
Loans:
Taxable		998			(755	)		243
Tax-exempt		(58	)		(7	)		(65	)
Total interest income		1,018			(1,053	)		(35	)
Interest Expense
Deposits:
Interest bearing demand		35			(29	)		6
Savings		2			0			2
Time		(100	)		(355	)		(455	)
Short-term borrowings		9			(5	)		4
Long-term debt		(23	)		(16	)		(39	)
Total interest expense		(77	)		(405	)		(482	)
Net interest income	$	1,095		$	(648	)	$	447

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

Provision for loan losses

For the three-month period ended March 31, 2013, the provision for loan losses was $260,000, which was the level needed to maintain the adequacy of the allowance for loan losses. Comparatively, the provision was $250,000 for the first quarter of 2012. More information about the allowance for loan losses can be found in this report under the caption Allowance for Loan Losses on page 45.

- 37 -

Table of Contents

Noninterest income

The following table presents the components of total noninterest income for the first quarter of 2013, compared to the first quarter of 2012.

Table 3 - Noninterest income


	Three months ended March 31,				Change Increase (Decrease)
(dollars in thousands)	2013		2012		$			%
Trust and investment services fees	$	473	$	408	$	65			16	%
Income from mutual fund, annuity and insurance sales		249		188		61			32
Service charges on deposit accounts		634		611		23			4
Income from bank owned life insurance		166		156		10			6
Other income		166		162		4			2
Net gain on sales of loans held for sale		319		259		60			23
Net gain on sales of securities		0		49		(49	)		nm
Total noninterest income	$	2,007	$	1,833	$	174			9	%

nm - not meaningful

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

Trust and investment services fees—The $65,000 or 16 percent increase in trust and investment services fees was due in part to the recognition of approximately $36,000 in estate fees, appreciation in the market value of managed accounts, upon which some fees are based, and growth in traditional trust business.

Income from mutual fund, annuity and insurance sales—The $61,000 or 32 percent increase in income from mutual fund, annuity and insurance sales was due to increased sales and appreciation in the market value of managed accounts, upon which some fees are based.

Service charges on deposit accounts—The $23,000 or 4 percent increase in service charge income was due primarily to increases in debit card revenue, overdraft fees and account analysis fees.

Income from bank owned life insurance (BOLI)—The $10,000 or 6 percent increase in income from BOLI was due to an additional investment totaling $5.3 million in February 2013. Of this total $4.7 million was invested with Massachusetts Mutual Life Insurance Company and $0.6 million was invested with Midland National Life Insurance Company. The tax-exempt yield on this investment is approximately 3.77 percent or 5.71 percent on a taxable equivalent basis.

Net gain on sales of loans held for sale—The $60,000 or 23 percent increase in gains from the sale of residential mortgage loans resulted from an increase in loan origination volumes due to increased refinancing activity.

Net gain on sales of securities—There were no gains or losses from the sale of securities recognized in the current quarter. Comparatively, approximately $8 million of U.S. agency mortgage-backed bonds were prepaying principal faster than anticipated in the first quarter of 2012 and were sold at that time at a $49,000 gain.

- 38 -

Table of Contents

Noninterest expense

The following table presents the components of total noninterest expense for the first quarter of 2013, compared to the first quarter of 2012.

Table 4 - Noninterest expense


	Three months ended March 31,				Change Increase (Decrease)
(dollars in thousands)	2013		2012		$			%
Personnel	$	4,180	$	3,678	$	502			14	%
Occupancy of premises, net		511		508		3			1
Furniture and equipment		516		463		53			11
Postage, stationery and supplies		150		134		16			12
Professional and legal		137		159		(22	)		(14	)
Marketing and advertising		146		210		(64	)		(30	)
FDIC insurance		171		219		(48	)		(22	)
Debit card processing		178		177		1			1
Charitable donations		475		447		28			6
Telephone		134		132		2			2
External data processing		147		128		19			15
Foreclosed real estate including (gains) losses on sales		63		593		(530	)		(89	)
Impaired loan carrying costs		79		45		34			76
Other		366		377		(11	)		(3	)
Total noninterest expense	$	7,253	$	7,270	$	(17	)		0	%

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

Personnel—The $502,000 or 14 percent increase in personnel expense was due largely to an increase in wage expense resulting from planned staff additions, an increase in sales commissions due to increased production and normal business growth. An increase in employee benefit expenses also contributed, including increases in medical insurance, due to a greater level of claims, and employer paid 401K Plan costs. Effective January 1, 2013, PeoplesBank increased 401K Plan matching contributions to 100 percent up to the first 4 percent of an employee’s compensation contributed to the Plan, compared to a 50 percent match up to the first 6 percent contributed, for 2012.

Furniture and equipment—The $53,000 or 11 percent increase in furniture and equipment was due primarily normal business growth, which included increases in software license fees and maintenance and depreciation expense on computer hardware.

Marketing and advertising—The $64,000 or 30 percent decrease in marketing expense was due solely to the timing of expenditures.

FDIC insurance—The $48,000 or 22 percent decrease in FDIC insurance premiums was due to a lower assessment rate, which resulted from improved financial performance by PeoplesBank. The FDIC uses various performance and risk metrics to establish assessment rates and to classify banking institutions.

Foreclosed real estate including (gains) losses on sales—The $530,000 or 89 percent decrease in foreclosed real estate costs primarily reflected a decrease in provisioning for impairment losses.

- 39 -

Table of Contents

Provision for income taxes

The provision for income tax for the first quarter of 2013 was $984,000, compared to $725,000 for the first quarter of 2012. The $259,000 increase in income taxes was primarily the result of the 21 percent increase in income before income taxes. For both periods, the Corporation’s statutory federal income tax rate was 34 percent. The Corporation’s effective income tax rate was 27 percent for the first quarter of 2013, compared to 24 percent for the first quarter of 2012. 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.

Preferred stock dividends

Preferred stock dividends for the first quarter of 2013 were $63,000, compared to $188,000 for the first quarter of 2012. The $125,000 or 66 percent decrease was the result of a decrease in the dividend rate caused by the addition of loans that qualified for the U.S. Treasury’s Small Business Lending Fund Program (SBLF Program). The annualized dividend rate in effect for the quarter ended March 31, 2013 was 1 percent, compared to approximately 3 percent for the quarter ended March 31, 2012. Information about the SBLF Program is provided in this report at Note 10-Shareholders’ Equity.

BALANCE SHEET REVIEW

Securities available-for-sale

At March 31, 2013, the fair value of securities available-for-sale totaled approximately $222 million, which represented a 5 percent decrease compared to the $234 million value at year-end 2012. During the current quarter, investable funds were used to meet increased loan demand, principally commercial and home equity loans. The composition of the Corporation’s investment securities portfolio is provided in Note 3-Securities.

On January 1, 2013, provision 939(a) of the Dodd-Frank Act became effective changing the definition of investment grade by removing reliance on credit ratings by national statistical rating organizations. Investment grade under the revised definition requires an active review ( i.e., pre-purchase and post-purchase credit risk analysis) of the obligor to determine that the obligor has an adequate capacity to meet its financial commitments and more specifically that the risk of default is low and that full and timely repayment of principal and interest is expected. Obligations of the U.S. government and U.S. government sponsored enterprises are not subject to the due diligence requirement; however, municipal and corporate obligations are subject to the new requirement.

Loans

On March 31, 2013, total loans, net of deferred fees, totaled $760 million, which was $22 million or 3 percent higher than the year-end 2012 level. The increase in volume was due primarily to an increase in commercial loans and, to a lesser degree, an increase in home equity loans. The composition of the Corporation’s loan portfolio at March 31, 2013, compared to December 31, 2012, is provided in Note 5—Loans.

Other assets

On March 31, 2013, other assets totaled $36 million, which was $5 million or 18 percent higher than the year-end 2012 level as a result of an investment in bank owned life insurance (BOLI). As a revenue raising strategy, PeoplesBank purchased $5.3 million of BOLI in February 2013. Of this total, $4.7 million was invested with Massachusetts Mutual Life Insurance Company and $0.6 million was invested with Midland National Life Insurance Company. The selection of these insurers was based on their high credit rating and reputation, competitive tax-exempt yield and to accomplish diversification among insurers for the BOLI portfolio. The level of BOLI investment, including the $5.3 million addition, is estimated at 21 percent of PeoplesBank’s Tier 1 capital, excluding unrealized gains (losses) on available-for-sale securities, at March 31, 2013, which is well within PeoplesBank’s investment limitation of 25 percent of Tier 1 capital.

- 40 -

Table of Contents

Deposits

On March 31, 2013, deposits totaled $893 million, which represented an $8 million or 0.9 percent decrease compared to the year-end 2012 level. The decrease in total deposits occurred primarily within the money market and time deposit categories as some depositors redeployed their funds to the capital markets seeking higher returns. The composition of the Corporation’s deposit portfolio at March 31, 2013, is provided in Note 7—Deposits.

Long-term debt

On March 31, 2013, long-term debt totaled $41 million, which was $10 million or 32 percent above the year-end 2012 level. The increase reflected a $10 million advance from the Federal Home Loan Bank of Pittsburgh that provides liquidity and acts as a hedge against rising market interest rates. The advance has a balloon maturity in March 2018 and a 1.17 percent fixed rate of interest. 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 $103 million on March 31, 2013, an increase of approximately $2 million or 2 percent, compared to the level at December 31, 2012. The increase was primarily the result of an increase in retained earnings from profitable operations.

Dividends on preferred stock

As previously disclosed, the Corporation participates in the U.S. Department of the Treasury’s Small Business Lending Fund Program (SBLF Program). Information about the SBLF Program can be found in this report at Note 10—Shareholders’ Equity. For the quarter ended March 31, 2013, accrued dividends equated to an annualized dividend rate of 1 percent on the $25 million of preferred stock outstanding. Comparatively, for the quarters ended December 31 and March 31 of 2012, the annualized dividend rates were 1 percent and approximately 3 percent, respectively.

Dividends on common stock

The Corporation typically pays cash dividends on its common stock on a quarterly basis. The Board of Directors determines the dividend rate after considering the Corporation’s capital requirements, current and projected net income, and other factors. On April 9, 2013, the Board of Directors declared a quarterly cash dividend of $0.11 per common share payable on May 14, 2013, to shareholders of record at the close of business on April 23, 2013. This dividend follows a $0.11 per common share cash dividend paid in February 2013.

Capital adequacy

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 March 31, 2013, based on regulatory capital guidelines.

- 41 -

Table of Contents

On June 18, 2012, the federal regulatory agencies jointly issued a Notice of Proposed Rulemaking that would revise the general risk-based capital rules to incorporate certain revisions by the Basel Committee on Banking Supervision to the Basel capital framework (i.e., Basel III). Generally, the proposed rule revises the definition of regulatory capital components and related calculations, adds a new common equity tier 1 capital ratio, implements a new capital conservation buffer, increases the risk weighting for residential mortgages and past due loans, and provides a transition period for several aspects of the proposed rule. The standards set forth in the proposed rule would require bank holding companies and their bank subsidiaries to maintain substantially more capital, with a greater emphasis on common equity. Subsequent to the review and comment period on the proposal which ended October 22, 2012, the banking regulators announced that the project was being delayed. The timing for adoption of final rules to implement the Basel III capital framework is uncertain. Accordingly, final rules applicable to the Corporation and Bank may be substantially different from the Basel III framework initially proposed. The Corporation plans to monitor Basel III capital rules to ensure compliance, once finalized.

RISK MANAGEMENT

Credit risk management

The Credit Risk Management section included in the Corporation’s Form 10-K for year-end 2012 provides a general overview of the Corporation’s 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, as long as the loan is sufficiently collateralized, 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. Foreclosed real estate represents real estate acquired to satisfy debts owed to PeoplesBank. The final category, troubled debt restructurings, pertains to loans whose terms have been modified to include a concession that we would not ordinarily consider due to the debtor’s financial difficulties. Concessions granted under a troubled debt restructuring typically involve a reduction of interest rate lower than the current market rate for new debt with similar risk, the deferral of payments or extension of the stated maturity date. Troubled debt restructurings are evaluated for impairment if they have been restructured during the most recent calendar year, or if they cease to perform in accordance with the modified terms. The paragraphs below explain significant changes in the aforementioned categories as of March 31, 2013, compared to December 31, 2012.

Nonperforming assets are under the purview of in-house counsel who continuously monitors and manages the collection of these accounts. Additionally, an internal asset quality control committee meets monthly to review nonperforming assets. 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 outdated. In instances where the value of the collateral net of costs to sell is less than the net carrying amount for impaired commercial related loans, 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 an entire loan balance will not be collected, that amount is charged off as loss against the allowance.

- 42 -

Table of Contents

Table 5-Nonperforming Assets


(dollars in thousands)	March 31, 2013			December 31, 2012

Nonaccrual loans	$	9,914		$	6,232
Nonaccrual loans, troubled debt restructurings		2,250			2,110
Accruing loans 90 days or more past due		0			186
Total nonperforming loans		12,164			8,528
Foreclosed real estate, net of allowance		3,440			3,633
Total nonperforming assets	$	15,604		$	12,161
Accruing troubled debt restructurings	$	3,585		$	3,550

Total period-end loans, net of deferred fees	$	759,614		$	737,134
Allowance for loan losses (ALL)	$	9,486		$	9,302
ALL as a % of total period-end loans		1.25	%		1.26	%
Annualized net charge-offs as a % of average total loans		0.04	%		0.16	%
ALL as a % of nonperforming loans		77.99	%		109.08	%
Nonperforming loans as a % of total period-end loans		1.60	%		1.16	%
Nonperforming assets as a % of total period-end loans and net foreclosed real estate		2.04	%		1.64	%
Nonperforming assets as a % of total period-end assets		1.47	%		1.15	%
Nonperforming assets as a % of total period-end shareholders’ equity		15.12	%		12.00	%

The current level of nonperforming assets has increased by approximately $3 million or 28 percent when compared to year-end 2012, primarily as a result of the addition of two unrelated commercial loans to nonaccrual status. Generally, we remain concerned about prolonged weak economic conditions and the corresponding effects it has on our commercial borrowers.

Nonaccrual loans

We evaluate the adequacy of the allowance for loan losses at least quarterly and have established a loss allowance for selected loan relationships where the net realizable value of the collateral is insufficient to repay the loan. In this regard, allowances, if applicable, are noted below within the description of 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 for nonaccrual loans as additional information becomes available or conditions change. There is also the potential for adjustment to the allowance as a result of regulatory examinations. A loan is returned to interest accruing status when we determine that circumstances have improved to the extent that all of the principal and interest amounts contractually due are current for at least six consecutive payments and future payments are reasonably assured.

On March 31, 2013, the nonperforming loan portfolio balance totaled $12,164,000 and was comprised primarily of collateralized commercial loans. Comparatively, nonperforming loans totaled $8,528,000 at year-end 2012. During the quarter ended March 31, 2013, two unrelated commercial loans experiencing deteriorating financial condition were reclassified to nonaccrual status described as loan no. 2 and loan no. 3, below. On March 31, 2013, the nonaccrual loan portfolio was comprised of twenty-seven unrelated loan relationships with outstanding principal balances ranging in size from $3,000 to $2,092,000. Six unrelated commercial relationships, which represent 74 percent of the nonperforming loan portfolio balance, are described below.

- 43 -

Table of Contents

Loan no. 1—At March 31, 2013, the outstanding principal balance of the loan relationship was $2,092,000, collateralized by commercial rental properties whose rents are assigned to PeoplesBank. Based on a recent appraisal of the primary real estate collateralizing the relationship, we believe that the loans are adequately collateralized. The borrower is presently operating under a troubled debt restructuring agreement.

Loan no. 2—At March 31, 2013, the outstanding principal balance of the loan relationship was $2,042,000, collateralized by a portfolio of investment properties. The Bank is presently pursuing its legal remedies to recover the amount due. A $400,000 allowance for loan losses was established for this relationship in the year 2012.

Loan no. 3—At March 31, 2013, the outstanding principal balance of the loan relationship was $1,579,000, collateralized by residential and commercial properties. The Bank is presently pursuing its legal remedies to recover the amount due.

Loan no. 4—At March 31, 2013, the outstanding principal balance of the loan relationship was $1,349,000, collateralized by two commercial properties. Based on an independent appraisal of the real estate collateralizing the relationship, we believe that the loans are adequately collateralized. The Bank is presently pursuing its legal remedies to recover the amount due.

Loan no. 5—At March 31, 2013, the outstanding principal balance of the loan relationship was $1,280,000, which represents three commercial loans guaranteed from 70% to 80%, depending upon the specific loan, by the U.S. Department of Agriculture. A $120,000 allowance for loan losses was established for this relationship. Several parcels of improved real estate provide collateral for the loans. The Bank is working through the process to liquidate the real estate.

Loan no. 6— PeoplesBank owns a 62.5 percent participation interest in this loan relationship. The carrying value of the Bank’s principal at March 31, 2013, was $603,000, which reflects the reduction of approximately $253,000 from recoveries by the guarantors since year-end 2012. The Bank is pursuing its legal options against parties to the original loan agreement, including the liquidation of remaining collateral.

Foreclosed real estate

On March 31, 2013, foreclosed real estate, net of allowance, totaled $3,440,000, compared to $3,633,000 at December 31, 2012. On March 31, 2013, the portfolio was comprised of four unrelated accounts ranging in size from $259,000 to $1,314,000 (net of allowance), which in general, we are actively attempting to liquidate. If a valuation allowance for probable loss has been established for a particular property it is so noted in the property description 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. Three unrelated foreclosed real estate properties, which represent the majority of the foreclosed real estate portfolio balance, are described below.

Property no. 1— The carrying amount of this property at March 31, 2013 was $1,314,000, which is net of a $1,984,000 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. Based on information obtained in 2012, plans to obtain a formal development plan were suspended with the intent to temporarily retain the property and investigate other development, disposition or income generating options at some future date.

Property no. 2— The carrying amount of this property at March 31, 2013 was $1,088,000, which is net of a $1,627,000 allowance for probable loss based on the results of an independent appraisal less estimated selling costs. This account is collateralized by 136 approved residential building lots. Of this total, 29 lots are improved. Management is evaluating its disposition options with regard to this property.

- 44 -

Table of Contents

Property no. 3—The carrying amount of this property at March 31, 2013 was $780,000, which represents the value of the borrower’s personal residence presently listed for sale less estimated selling costs.

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 three components: specific allowances for individually impaired commercial loans; allowances calculated for pools of loans; and an unallocated component, which reflects the margin of imprecision inherent in the assumptions that underlie the evaluation of the adequacy of the allowance. 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 (two-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.

The following table presents an analysis of the activity in the allowance for loan losses for the three months ended March 31, 2013 and 2012. The increase in the allowance generally supported an increase in the balance of the loan portfolio. The level of annualized net charge-offs for both periods were very low at 0.04 percent. However, the risks and uncertainties associated with prolonged weakness in economic and business conditions, a relatively high level of unemployment and erosion of real estate values, which adversely affect our borrowers’ ability to service their loans, remain and can cause significant fluctuations in the level of charge-offs and provision expense from one period to another. Based on a comprehensive analysis of the loan portfolio, we believe that the allowance for loan losses was adequate at March 31, 2013.

- 45 -

Table of Contents

Table 6 -Analysis of Allowance for Loan Losses


(dollars in thousands)	2013			2012
Balance-January 1,	$	9,302		$	8,702

Provision charged to operating expense		260			250

Loans charged off:
Commercial, financial and agricultural		0			0
Real estate - construction and land development		0			0
Real estate - residential mortgages		0			39
Consumer and home equity		107			51
Total loans charged off		107			90
Recoveries:
Commercial, financial and agricultural		4			6
Real estate - residential mortgages		0			17
Consumer and home equity		27			4
Total recoveries		31			27
Net charge-offs		76			63
Balance-March 31,	$	9,486		$	8,889

Ratios:
Allowance for loan losses as a % of total period-end loans		1.25	%		1.26	%
Annualized net charge-offs as a % of average total loans		0.04	%		0.04	%
Allowance for loan losses as a % of nonperforming loans		77.99	%		62.25	%

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 March 31, 2013, we believe that liquidity was adequate based upon the $26 million level of interest bearing deposits with banks, the potential liquidation of unpledged available-for-sale securities with a fair value totaling approximately $78 million and available credit from the Federal Home Loan Bank of Pittsburgh totaling approximately $166 million. The Corporation’s loan-to-deposit ratio was 85 percent at March 31, 2013, compared to 82 percent at year-end 2012.

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 March 31, 2013, totaled $328 million and consisted of $169 million in unfunded commitments under existing loan facilities, $141 million to grant new loans and $18 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 upon and therefore, generally do not present significant liquidity risk to the Corporation or PeoplesBank.

- 46 -

Table of Contents

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 March 31, 2013, 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 March 31, 2013, that has materially affected or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Part II—OTHER INFORMATION

Item 1. Legal proceedings

Item 1A. Risk factors

This Item 1A is not applicable to smaller reporting companies.

Item 2. Unregistered sales of equity securities and use of proceeds

The Corporation relies on its subsidiary PeoplesBank, A Codorus Valley Company, for dividend distributions, which are subject to restrictions as reported in Note 9—Regulatory Matters of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012.

The Corporation has a Share Repurchase Program (Program), which was authorized in 1995, and periodically amended, to permit the purchase of up to a maximum of 4.9 percent of the outstanding shares of the Corporation’s common stock at a price per share no greater than 200 percent of the latest quarterly published book value. For the quarter ended March 31, 2013 and the year ended December 31, 2012, the Corporation had not acquired any of its common stock under the Program. The U.S, Treasury’s Small Business Lending Fund (SBLF) agreement imposes limits on the ability of the Corporation to repurchase shares of common stock if it fails to declare and pay quarterly dividends on the SBLF preferred stock.

Item 3. Defaults upon senior securities

The Corporation has nothing to report under this Item 3.

Item 4. Mine safety disclosures

This Item 4 is not applicable to the Corporation.

- 47 -

Table of Contents

Item 5. Other information

The Corporation has nothing to report under this Item 5.

Item 6. Exhibits


Exhibit Number		Description of Exhibit
3.1		Amended Articles of Incorporation (Incorporated by reference to Exhibit 3(i) to the Registrant’s Quarterly Report on Form 10-Q for September 30, 2012, filed with the Commission on November 13, 2012)

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 February 17, 2012)

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)

3.4		Certificate of Designation of Senior Non-Cumulative Perpetual Preferred Stock, Series B (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 24, 2011)

4		Rights Agreement dated as of November 4, 2005 (Incorporated by reference to Exhibit 4 to the Registrant’s Quarterly Report on Form 10-Q for September 30, 2010, filed with Commission on November 15, 2010), as amended January 9, 2009 (Incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for September 30, 2010, filed with the Commission on November 15, 2010), as further amended August 18, 2011 (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 24, 2011)

4.1		Small Business Lending Fund- Securities Purchase Agreement, dated August 18, 2011, between Codorus Valley Bancorp, Inc. and the Secretary of the Treasury, with respect to the issuance and sale of the SBLF Preferred Stock (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 24, 2011)

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

101		Financial statements from the Quarterly Report on Form 10-Q of Codorus Valley Bancorp, Inc. for the quarter ended March 31, 2013, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Shareholder’s Equity, and (vi) the Notes to Consolidated Financial Statements – filed herewith. As provided in Rule 406T of Regulation S-T, this interactive data file shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed “filed” or part of any registration statement or prospectus for purposes of Section 11 or 12 under the Securities Act of 1933, or otherwise subject to liability under those sections.

- 48 -

Table of Contents

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)

May 13, 2013		/s/ Larry J. Miller
Date		Larry J. Miller
		President & CEO
		(Principal Executive Officer)

May 13, 2013		/s/ Jann A. Weaver
Date		Jann A. Weaver
		Treasurer & Assistant Secretary
		(Principal Financial and Accounting Officer)

- 49 -