UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-15536 Codorus Valley Bancorp, Inc. (Exact name of registrant as specified in its charter) Pennsylvania 23-2428543 (State of incorporation) (I.R.S. Employer ID No.) 1 Manchester Street, P.O. Box 67, Glen Rock, PA 17327 (Address of principal executive offices) (Zip Code) (717) 235-6871 or (717) 846-1970 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changes since 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 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 995,785 shares of $2.50 (par value) common stock were outstanding as of 07-25-95 . CODORUS VALLEY BANCORP, INC. 10Q INDEX Page # PART I - FINANCIAL INFORMATION: - Consolidated Statements of Financial Condition... 1 - Consolidated Statements of Income................ 2 - Consolidated Statements of Cash Flows............ 3 - Notes to Consolidated Financial Statements....... 4 - Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 6 PART II - OTHER INFORMATION ............................... 14 Signature Page ............................................ 16 CODORUS VALLEY BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION Unaudited June 30, December 31, June 30, 1995 1994 1994 --------- --------- --------- Assets (dollars in thousands) Cash and due from banks: Interest bearing deposits with banks $ 319 $ 119 $ 174 Non-interest bearing deposits and cash 5,444 4,873 5,208 Federal funds sold 4,400 1,850 3,400 Securities available for sale 59,850 53,717 54,780 Loans 155,909 150,637 144,618 Less-allowance for loan losses (2,152) (2,249) (1,856) -------- -------- -------- Total net loans 153,757 148,388 142,762 Premises and equipment 3,206 3,301 3,462 Interest receivable 1,674 1,639 1,654 Other assets 1,409 2,110 1,890 -------- -------- -------- Total assets............................$230,059 $215,997 $213,330 ======== ======== ======== Liabilities Deposits Non-interest bearing demand $ 14,935 $ 15,177 $ 15,470 NOW 19,141 20,375 20,538 Insured money fund 26,299 29,347 33,114 Savings 21,910 22,497 23,751 Time CD's less than $100,000 110,880 98,822 91,668 Time CD's $100,000 and above 16,061 10,678 10,560 -------- -------- -------- Total deposits 209,226 196,896 195,101 Interest payable 810 852 868 Accrued expenses and other liabilities 249 377 (196) -------- -------- -------- Total liabilities....................... 210,285 198,125 195,773 Stockholders' Equity Series preferred stock, par value $2.50 per share; 1,000,000 shares authorized; 0 shares issued and outstanding 0 0 0 Common stock, par value $2.50 per share; 10,000,000 shares authorized; 995,785 shares issued and outstanding for 1995 and 958,621 for 1994. 2,489 2,396 2,396 Capital surplus 5,194 4,428 4,428 Retained earnings 11,645 11,932 10,843 Net unrealized gains(losses) on securities available for sale, net of taxes 446 (884) (110) -------- -------- -------- Total stockholders' equity............... 19,774 17,872 17,557 Total liabilities and stockholders' equity.................................$230,059 $215,997 $213,330 ======== ======== ======== See accompanying notes. 1 CODORUS VALLEY BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME Unaudited Three months ended Six months ended June 30, June 30, (dollars in thousands, except per share data) 1995 1994 1995 1994 ------ ------ ------ ------ Interest Income Interest and fees from loans $3,605 $3,053 $7,047 $6,013 Interest from federal funds sold and interest bearing deposits with banks 82 19 115 48 Interest and dividends from securities: Taxable interest income 780 740 1,530 1,500 Tax-exempt interest income 71 59 147 121 Dividend income 12 8 26 23 ------ ------ ------ ------ Total interest income.............................. 4,550 3,879 8,865 7,705 Interest Expense NOW 127 133 253 265 Insured money fund 194 236 397 455 Savings 142 152 286 301 Time CD's less than $100,000 1,497 1,047 2,850 2,111 Time CD's $100,000 and above 214 108 385 237 ------ ------ ------ ------ Total interest expense on deposits 2,174 1,676 4,171 3,369 Interest expense on short-term borrowings 0 0 0 1 ------ ------ ------ ------ Total interest expense.............................. 2,174 1,676 4,171 3,370 ------ ------ ------ ------ Net interest income................................. 2,376 2,203 4,694 4,335 Provision for Loan Losses 31 1,039 32 1,094 ------ ------ ------ ------ Net interest income after provision for loan losses 2,345 1,164 4,662 3,241 Non-interest Income Trust income 72 90 130 178 Service charges on deposit accounts 104 90 198 178 Other service charges and fees 62 50 124 99 Gain (loss) on sales of securities 0 0 (62) 0 ------ ------ ------ ------ Total non-interest income 238 230 390 455 Non-interest Expense Salaries and benefits 877 759 1,716 1,523 Occupancy of premises 107 108 213 234 Furniture and equipment 152 160 308 297 FDIC deposit insurance 111 108 222 217 Professional and legal 56 40 51 69 Marketing and advertising 57 77 102 130 Acquired real estate, net 2 38 37 87 Other 337 308 664 581 ------ ------ ------ ------ Total non-interest expense 1,699 1,598 3,313 3,138 Income (loss) before income taxes 884 (204) 1,739 558 Provision for Income Taxes 279 (67) 530 167 ------ ------ ------ ------ Net income (loss)...................................$ 605 $ (137) $1,209 $ 391 ====== ====== ====== ====== Net income (loss) per common share...................$0.61 ($0.14) $1.21 $0.39 ===== ===== ===== ===== See accompanying notes. 2 CODORUS VALLEY BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited Six months ended June 30, 1995 1994 ------ ------- Cash Flows From Operating Activities: (dollars in thousands) Net Income $1,209 $ 391 Adjustments to reconcile net income to net cash provided by operations: Depreciation 186 176 Provision for loan losses 32 1,094 Provision for losses on assets acquired in foreclosure 30 63 Loss on sales of securities 62 0 (Increase) decrease in interest receivable (35) (101) (Increase) decrease in other assets 44 47 Increase (decrease) in interest payable (42) (121) Increase (decrease) in other liabilities (128) (400) Other, net (10) 61 ------ ------- Net cash provided by operating activities............. 1,348 1,210 Cash Flows From Investing Activities: Proceeds from sales of securities available for sale 2,345 0 Proceeds from maturities and calls of securities available for sale 6,288 9,928 Purchase of securities available for sale (12,864) (9,564) Net increase in loans made to customers (5,997) (5,765) Proceeds from loan sales 454 330 Purchases of premises and equipment (91) (429) Proceeds from sale of assets acquired in foreclosure 145 214 ------ ------- Net cash used in investing activities..................(9,720) (5,286) Cash Flows From Financing Activities: Net increase (decrease) in demand and savings deposits (5,111) 3,980 Net increase (decrease) in time deposits 17,441 (1,604) Proceeds from issuance of common stock 0 4 Dividends paid (361) (345) Cash paid in lieu of fractional shares (6) 0 Payment to repurchase common stock (270) 0 ------ ------- Net cash (used in) provided by financing activities...11,693 2,035 ------ ------- Net increase (decrease) in cash and cash equivalents.. 3,321 (2,041) Cash and cash equivalents at beginning of year........ 6,842 10,823 Cash and cash equivalents at June 30,................$10,163 $ 8,782 ======= ======= Supplemental Disclosures: Interest payments $4,213 $3,490 Income tax payments $610 $542 See accompanying notes. 3 CODORUS VALLEY BANCORP, INC. Notes to Consolidated Financial Statements Note 1-General The interim financial statements are unaudited. However, they reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial condition and results of operations for the reported periods, and are of a normal and recurring nature. These statements should be read in conjunction with notes to the financial statements contained in the 1994 Annual Report to Stockholders. No shares of common stock are reserved for issuance in the event of conversions or the exercise of warrants, options or other rights. The results of operations for the six month period ended June 30, 1995 are not necessarily indicative of the results to be expected for the full year. Note 2-Summary of Significant Accounting Policies Allowance for Loan Losses - Management considers the allowance for loan losses (reserve) to be adequate at this time. Per Share Computations - All per share computations include the retroactive effect of stock dividends. Reclassifications - Certain reclassifications have been made to the 1994 consolidated financial statements to conform with the 1995 presentation. Note 3-Impaired Loans On January 1, 1995, the Corporation adopted Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan", as amended by Statement No. 118, "Accounting by Creditors for Impairment of a Loan--Income Recognition and Disclosure." Under Statement No. 114, a loan is considered impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due. The Statement requires that impaired loans be measured based on the present value of expected future cash flows, discounted at the loan's effective interest rate, or as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. If the measure of the impaired loan is less than its recorded investment a creditor must recognize an impairment by creating, or adjusting, a valuation allowance with a corresponding charge to loan loss expense. The Corporation uses the cash basis method to recognize interest income on loans that are impaired. All of the Corporation's impaired loans were on a non- accrual status for all reported periods. Additional information regarding impaired loans is provided in the schedule that follows. 4 CODORUS VALLEY BANCORP, INC. Notes to Consolidated Financial Statements, continued Note 3-Impaired Loans, continued June 30, December 31, June 30, (dollars in thousands) 1995 1994 1994 ------ ------ ------ Impaired loans $2,381 $1,766 $1,041 Amount of impaired loans that have a related allowance $2,381 $1,766 $1,041 Amount of impaired loans with no related allowance $0 $0 $0 Allowance for impaired loans $367 $299 $107 For the six month period ended June 30, 1995 1994 ------ ------ Average investment in impaired loans $2,012 $881 Interest income recognized on impaired loans (all cash-basis method) $11 $10 Note 4-Analysis of Allowance for Loan Losses Changes in the allowance for loan losses for the six month period ended June 30, were as follows: (dollars in thousands) 1995 1994 ------ ------ Balance-January 1, $2,249 $2,000 Provision charged to operating expense 32 1,094 Loans charged off (208) (1,238) Recoveries 79 0 ------ ------ Balance-June 30, $2,152 $1,856 ====== ====== 5 CODORUS VALLEY BANCORP, INC. Management's Discussion of Consolidated Financial Condition and Results of Operations The consolidated earnings of Codorus Valley Bancorp, Inc. (the Corporation), were derived from the operations of its wholly-owned subsidiary, Peoples Bank of Glen Rock (the Bank). The objective of this discussion is to enhance the reader's understanding of the financial statements, notes to financial statements, and tables appearing elsewhere in this report. Three months ended June 30, 1995 compared to three months ended June 30, 1994 RESULTS OF OPERATIONS Net income for the current three month period was $605,000, compared to a $137,000 net loss for the same period in 1994. The unusual net loss in the prior period was the result of loan losses directly attributable to a former Bank officer. For comparative purposes, net income for the second quarter of 1994 would have approximated $501,000 absent the unusual loan loss. Barring the sharp reduction in the provision expense for loan losses in the current period, higher net interest income was the main source of improved Corporate profits. An explanation of the factors and trends that caused changes between the two periods, by major earnings category, follows. Total interest income for the current three month period was $4,550,000, up $671,000 or 17.3% above the $3,879,000 earned in the same period of 1994. The $671,000 increase in interest income was due primarily to improved yields on a larger volume of loans. Total loans outstanding averaged $153.7 million during the current quarter, representing a $8.9 million or 6% increase above the second quarter in 1994. Growth in the consumer loan portfolio, comprised of mortgage loans and installment loans, outpaced growth in the commercial loan portfolio. Total interest expense for the current three month period was $2,174,000, up $498,000 or 29.7% above the $1,676,000 incurred for the same period in 1994. The $498,000 increase in interest expense was caused by higher rates paid on a larger volume of certificates of deposit ("CD's"). Total interest bearing deposits averaged $189.7 million during the current quarter, representing a $10.6 million or 5.9% increase above the second quarter of 1994. Net interest income was $2,376,000 for the current quarter, up $173,000 or 7.9% above the second quarter in 1994, as interest income from loans outpaced funding costs. 6 CODORUS VALLEY BANCORP, INC. The provision expense for loan losses was $31,000 for the current quarter and was incurred primarily to support loan growth. Comparatively, the provision expense for the second quarter of 1994 was $1,039,000 which reflected the unusual loan loss previously described. Total non-interest income for the current three month period was $238,000, up $8,000 or 3.5% above the $230,000 earned for the same period in 1994 due to normal business growth. Total non-interest expense for the current quarter was $1,699,000, up $101,000 or 6.3% above the $1,598,000 incurred for the same period in 1994. The increase in total non-interest expense was primarily the result of greater salaries and benefits expenses incurred to support normal business growth, branch office expansion, and added control functions. The provision for income taxes in the current quarter increased $346,000 above the same quarter in 1994 due to the level of pretax earnings. Six months ended June 30, 1995 compared to six months ended June 30, 1994 RESULTS OF OPERATIONS Net income for the current six month period was $1,209,000. Comparatively, the Corporation earned $391,000 for the first six months of 1994, which included an unusual $137,000 net loss for the second quarter from loan losses directly attributable to a former Bank officer. For comparative purposes, net income for the first six months of 1994 would have approximated $1,105,000 absent the unusual loan loss. Earnings per share, adjusted for both periods to give retroactive effect to the 5% stock dividend declared on April 11, 1995, was $1.21 on June 30, 1995, compared to $.39 on June 30, 1994. For the six month period (annualized) of 1995, return on average assets (ROA) and return on average equity (ROE) were 1.1% and 13%, respectively, compared to 0.7% and 8.1%, respectively, for 1994. At June 30, 1995, total assets were $230 million, reflecting a $17 million or 8% increase above June 30, 1994. Book value per share, adjusted for stock dividends, was $19.86 on June 30, 1995, compared to $17.46 on June 30, 1994. The Corporation's capital remained sound as evidenced by a Tier I Risk-Based Capital Ratio of 12.9% at June 30, 1995. An explanation of the factors and trends that caused changes between the two periods, by major earnings category, follows. Since early January 1995, market interest rates experienced a downward trend from their sharp ascent in 1994. The decline in market interest rates was in response to weaknesses in the national economy and low inflation. 7 CODORUS VALLEY BANCORP, INC. Total interest income for the current six month period was $8,865,000, up $1,160,000 or 15.1% above the $7,705,000 earned in the same period of last year. The $1,160,000 increase in interest income was due primarily to improved yields on a larger volume of loans. Total loans outstanding averaged $152.8 million during the current six month period at an average taxable equivalent yield of 8.38%. Comparatively, total loans outstanding averaged $143.5 million at an average taxable equivalent yield of 7.6% for the same period in 1994. Growth in the consumer loan portfolio, comprised of mortgage loans and installment loans, outpaced growth in the commercial loan portfolio. Loan demand is expected to be weak in the upcoming quarter due primarily to the summer vacation season. Total interest expense for the current six month period was $4,171,000, up $801,000 or 23.8% above the $3,370,000 incurred for the same period in 1994. The $801,000 increase in interest expense was due to higher rates on a larger volume of deposits. During the current period, rates paid on interest bearing demand and savings deposits were comparable to 1994; however, rates paid on time deposits were higher due to market forces. Total interest bearing deposits averaged $187.1 million during the current six month period at an average rate of 4.5%. Comparatively, total interest bearing deposits averaged $178.3 million at an average rate of 3.8% for the same period in 1994. Deposit growth is expected to slow in the period ahead presuming that CD rates decline in response to market interest rates, which are projected to be relatively stable or moderately decline. Net interest income was $4,694,000 for the current period, up $359,000 or 8.3% above the same period in 1994, as income from loans outpaced funding costs. The net yield on earning assets was 4.59% for the first six months of 1995 compared to 4.43% for the same period in 1994. The provision expense for loan losses was $32,000 for the current six month period to support the growth in total loans. Comparatively, the provision expense for the same period in 1994 was $1,094,000 which reflected the unusual loan loss recognized in the second quarter of that year. Total non-interest income for the current six month period was $390,000, down $65,000 or 14.3% below the $455,000 earned for the same period in 1994. The $65,000 decrease in the current period was caused by two factors. First, trust income was below the prior year due to a reduction in the estate fee component which is earned periodically. Second, the current period contained a $62,000 loss from the sale of investment securities. Approximately $2.4 million in low yielding securities were exchanged for higher yielding securities to improve overall portfolio yield. The income produced from the higher yielding securities will more than offset the loss in 1995. To achieve comparability in non-interest income from normal operations, it is necessary to exclude the relatively infrequent $62,000 loss on the sale of securities from current period income. On an adjusted basis, total non-interest income for the current six month period was comparable to the same period in 1994. In the period ahead non-interest income, excluding the infrequent securities 8 CODORUS VALLEY BANCORP, INC. loss, is expected to increase based on normal business growth. Total non-interest expense for the current six month period was $3,313,000, up $175,000 or 5.6% above the $3,138,000 incurred for the same period in 1994. The increase in total non-interest expense was primarily the result of greater salaries and benefits expenses incurred to support normal business growth, branch office expansion, and added control functions. In the period ahead, total non-interest expense is expected to increase due to planned business growth. The provision for income taxes in the current period increased $363,000 above the same period in 1994 due primarily to greater pretax earnings. CREDIT RISK AND LOAN QUALITY Table 1, Nonperforming Assets and Past Due Loans, depicts an upward trend in the volume of nonperforming assets, and related ratios. An explanation for this trend is provided below. Total impaired loans, the major component of total nonperforming assets, increased $1,340,000 or 129% since June 30, 1994 to a current level of $2,381,000. Approximately $575,000 of the total increase was attributable to a single commercial loan account that was classified to nonaccrual status (e.g., impaired) in December 1994. On July 12, 1995, subsequent to the effective date of this report, the real estate asset supporting the loan was sold. Sale proceeds of $550,000 were applied against the outstanding principal balance and the remaining $25,000 was charged off as a loss. The Bank financed the purchase to an unrelated party at market terms. Of the fourteen remaining impaired loans (aggregated by customer) at June 30, 1995, indebtedness ranges from $20,000 to $326,000. Most of these loans are for commercial purposes within different industries and are generally collateralized by real estate assets. Efforts to modify contractual terms for individual accounts or liquidate collateral assets are proceeding as quickly as potential buyers can be located and legal constraints permit. The other component of nonperforming assets, assets acquired in foreclosure (net of a related reserve) declined since June 30, 1994 to a level of $695,000. Assets acquired (also known as OREO) consist primarily of improved real estate from six commercial loan customers in unrelated businesses. Generally Accepted Accounting Principles require that assets taken in satisfaction of debt be accounted for on an individual asset basis, at the lower of (a) fair value minus estimated costs to sell or (b) cost. Accordingly, the Corporation recorded a $30,000 loss provision for the first six months of 1995, compared to $62,500 for the same period in 1994, to reflect a decline in the estimated fair value of assets acquired. Efforts to liquidate assets acquired are proceeding as quickly as potential buyers can be located and legal constraints permit. At June 30, 1995, loans past due 90 days or more and still accruing interest 9 CODORUS VALLEY BANCORP, INC. totalled $1,239,000, reflecting an increase when compared to the two previous periods. Approximately $600,000 of the total amount of past due loans at June 30, 1995 was attributable to one commercial loan account. Generally, loans in this category are well collaterized and in the process of collection. Subsequent to June 30, 1995, the Bank reclassified two unrelated loan accounts, which totalled $1,394,000, to nonaccrual status. This decision was made as a result of failed workout attempts and an increasing degree of uncooperation from the borrowers. Overall, the underlying collateral supporting these loans appears adequate. Currently, the Bank is proceeding with all legal means necessary to collect these debts. Table 2, Analysis of Allowance for Loan Losses, depicts a $2,152,000 allowance (reserve) at June 30, 1995, which is 1.38% of total loans. The current allowance was increased above the prior period to support a larger volume of loans. Based on a recent evaluation of potential loan losses, management believes that the allowance is adequate to support any reasonably foreseeable level of losses that may arise. Ultimately, however, the adequacy of the allowance is largely dependent upon future economic factors beyond the Corporation's control. With this in mind, additions to the allowance for loan losses may be required in future periods. LIQUIDITY The loan-to-deposit ratio was 74.5% at June 30, 1995, compared to 74.1% at June 30, 1994. The ratio for both periods was within the 70-80% range that the Corporation uses for liquidity policy purposes. STOCKHOLDERS' EQUITY (CAPITAL) Total stockholders' equity, or capital, was $19,774,000 at June 30, 1995, compared to $17,557,000 at June 30, 1994. Growth in equity during the current period was due to earnings retention from profitable operations and an increase in unrealized gains, net of taxes, on securities available for sale. On July 11, 1995, the Board of Directors declared a regular quarterly cash dividend of $.15 per share, payable on or before August 8, 1995, to stockholders of record July 25, 1995. Book value per share, adjusted for stock dividends, was $19.86 on June 30, 1995, compared to $17.46 on June 30, 1994. At June 30, 1995, the Corporation's tier I risk-based capital ratio was 12.9% and its total risk-based capital ratio was 14.1%. Both capital ratios exceeded the minimum federal regulatory requirements of 4% and 8%, respectively. 10 CODORUS VALLEY BANCORP, INC. On June 28, 1995, the Corporation filed a Form S-3 with the SEC in connection with the registration of 50,000 shares of the Corporation's common stock for use in the Corporation's Dividend Reinvestment and Stock Purchase Plan. Shares may be purchased by stockholders only pursuant to the prospectus contained in the Registration Statement. As previously disclosed in the Form 10-K for the period ended December 31, 1994 and the Form 10-Q for period ended March 31, 1995, the Corporation and the Bank have several capital projects under consideration. A recap of these projects is as follows: feasibility study for a new corporate headquarters building; bankwide computer system replacement; and the addition of a full service banking office. Long term investments in facilities, equipment and furniture, and systems could reduce Corporate net income and capital growth in the short term; however, these capital expenditures are deemed necessary to grow market share and net income over the long term. We believe that these investments are an important part of the overall strategy to achieve the goal of enhancing long term shareholder value. 11 CODORUS VALLEY BANCORP, INC. Table 1 - Nonperforming Assets and Past Due Loans June 30, December 31, June 30, (dollars in thousands) 1995 1994 1994 ------ ------ ------ Impaired loans $2,381 $1,766 $1,041 Assets acquired in foreclosure, net of reserve 695 670 955 ------ ------ ------ Total nonperforming assets $3,076 $2,436 $1,996 ====== ====== ====== Loans past due 90 days or more and still accruing interest $1,239 $522 $972 Ratios: Impaired loans as a % of total period-end loans 1.53% 1.17% 0.72% Nonperforming assets as a % of total period-end loans and net assets acquired in foreclosure 1.96% 1.61% 1.37% Nonperforming assets as a % of total period-end stockholders' equity 15.56% 13.63% 11.37% Allowance for loan losses as a multiple of impaired loans .9x 1.3x 1.8x Interest not recognized on impaired loans at period-end:(1) Contractual interest due $199 $125 $81 Interest revenue recognized 11 23 10 ---- ---- --- Interest not recognized in operations $188 $102 $71 ==== ==== === (1) This table includes interest not recognized on loans which were classified as impaired at period-end. While every effort is being made to collect this interest revenue, it is probable a portion will never be recovered. 12 CODORUS VALLEY BANCORP, INC. Table 2-Analysis of Allowance for Loan Losses (dollars in thousands) 1995 1994 ------ ------ Balance-January 1, $2,249 $2,000 Provision charged to operating expense 32 1,094 Loans charged off: Commercial 177 1,230 Real estate-mortgage 0 0 Consumer 31 8 ------ ------ Total loans charged off 208 1,238 Recoveries: Commercial 68 0 Real estate-mortgage 0 0 Consumer 11 0 ------ ------ Total recoveries 79 0 ------ ------ Net charge-offs 129 1,238 Balance-June 30, $2,152 $1,856 ====== ====== Ratios: Net charge-offs (annualized) to average total loans .17% 0.96%(1) Allowance for loan losses to total loans at period-end 1.38% 1.28% (1) Net charge-offs for the period ended June 30, 1994 were adjusted for the unusually large charge-off recorded in June 1994. 13 CODORUS VALLEY BANCORP, INC. PART II - Other Information: Item 1. Legal Proceedings Except as previously reported, in the opinion of the management of the Corporation and the Bank, there are no proceedings pending to which the Corporation and the Bank is a party or to which their property is subject, which, if determined adversely to the Corporation and the Bank, would be material in relation to the Corporation's and the Bank's undivided profits or financial condition. There are no proceedings pending other than ordinary routine litigation incident to the business of the Corporation and the Bank. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Corporation and the Bank by government authorities. Item 2. Changes in Securities - Nothing to report. Item 3. Defaults Upon Senior Securities - Nothing to report. Item 4. Submission of Matters to a Vote of Security Holders - (a) An annual meeting of shareholders was held on April 25, 1995. (b), (c) Two matters were voted upon as follows: (1) The shareholders ratified the selection of Ernst & Young LLP, Auditors, of Harrisburg, Pennsylvania, as the auditors for the Corporation for the year ending December 31, 1995. Votes were cast as follows: 789,534 for, 2,918 against, and 8,598 abstentions or broker nonvotes. (2) Three directors were re-elected, as follows: Votes Votes Term cast Against or Re-elected Expires For Withheld* Barry A. Keller 1998 794,592 6,458 M. Carol Druck 1998 792,552 8,498 Donald H. Warner 1998 794,246 6,804 *includes broker nonvotes. Directors whose term continued after the meeting: Term Expires Larry J. Miller 1996 D. Reed Anderson, Esq. 1996 MacGregor S. Jones 1996 Dallas L. Smith 1997 George A. Trout, DDS 1997 Rodney L. Krebs 1997 14 CODORUS VALLEY BANCORP, INC. PART II - Other Information, continued: Item 5. Other Information - Nothing to report. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - None. (b) Reports on Form 8-K - none. 15 CODORUS VALLEY BANCORP, INC. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Codorus Valley Bancorp, Inc. (Registrant) /s/ Larry J. Miller By_____________________________ (principal executive officer) Larry J. Miller, President & CEO Date: August 4, 1995 /s/ Jann A. Weaver By_____________________________ (principal financial and accounting officer) Jann A. Weaver, Assistant Treasurer & Assistant Secretary Date: August 4, 1995 16