“Execution requires a comprehensive understanding
of a business, its people and its environment.”
—Ram Charan, Global Business Advisor
2018 > Establish
2018 was the year of leadership transition at Codorus Valley Bancorp, Inc. (“Codorus Valley” or “Company”),
as many new leaders, including PeoplesBank’s Chief Executive Officer Craig Kauffman, joined the team. The
2018 Annual Review focused on the importance of establishing the next generation of leaders necessary to
prepare Codorus Valley for the next decade, and to continue growing our Company.
2019 > EVOLVE
The only thing constant in our 154-year history is the evolution of our Company. 2019 was a year of going
deep through the development of powerful and high impact strategies in order to continue to grow and
evolve Codorus Valley and PeoplesBank. This 2019 Annual Review will highlight many of the strategies that
have been deployed in 2020 and will be into the future. These strategies were developed through the
cultivation of a team with a strong growth-mindset and a solution based approach which is fully aligned with
the Company’s refreshed mission, vision and values.
2020 > Execute
2020 will be the year of execution. We will execute a strategy of market disruption through piloting a new
branch concept in our marketplace, launching new products and a new refreshed brand. The 2019 Annual
Review will also provide a preview of what is to come.
1
2019 > EVOLVE
DEAR SHAREHOLDERS:
This past year has been an exciting year of retooling, analyzing,
strategizing, and evolving.
EVOLVE
An important element of the evolution process has been to focus
on devising strategies and tactics that are driven by data and
market feedback. The goal was to develop strategies that ensure
PeoplesBank continues to remain relevant in a landscape with
constant market disruption and where banking habits and
client engagement experiences are continually changing.
Considerable analysis was conducted in 2019 to understand
how the PeoplesBank brand is perceived and recognized across
all markets. This primary research also focused on client and
prospect banking habits and preferences.
Follow-up research focused on market testing various brand,
product and client experience concepts. The findings from this
research laid the ground-work for many initiatives that will be
executed in 2020, including a refreshed PeoplesBank brand
which will launch in spring 2020.
In addition, we conducted a deep dive into analyzing client
segments and market growth opportunities. This effort
resulted in the development of a new Connections Center
branch concept, with the first Connections Center scheduled
to open in early spring 2020 in Lancaster City.
Product innovation was also a major focus in 2019 with the
development of a new rewards deposit product called
PeoplesBank Momentum Checking and Savings, which will be
rolled out to various markets throughout 2020.
OPERATIONS
This was the first full year usage of PeoplesBank’s online
investments in a new personal online banking platform, new
online account opening and new online consumer loan
application. Client engagement in these new digital offerings
showed positive growth. Personal Online Banking saw a 95
percent increase in enrollment since it was launched in August
2018. Online account openings increased by 180 percent for
deposit accounts compared to 2018. An online consumer loan
application process was introduced in late in 2018, resulting
in 159 online applications in 2019.
In August 2019, PeoplesBank opened a new Retirement
Community Office at Bethany Village, a continuing care
retirement community located in Mechanicsburg, PA. August
2019 also marked the one-year anniversary of the opening of
the new Oregon Pike location in Lancaster County, PA. We
have been pleased with the number of new retail and business
clients we have gained in this growing marketplace.
In December, PeoplesBank closed its leased Fallston Financial
Center location in Fallston, Maryland. Also in December, the
decision was made to close five limited service Retirement
Community Offices in 2020. Resources from these closures
will be redeployed to higher growth opportunity areas.
The Mortgage Banking Division realized substantial growth
as it launched several new offerings including FHA loans, a
first-time home-buyer program and a new Welcome Home
program for properties in low to moderate income areas.
PEOPLE
Last year we welcomed two new members to our Board of
Directors, Ms. Sarah M. Brown and Mr. J. Rodney Messick.
Ms. Brown is the fifth-generation President and CEO of Keller-
Brown Insurance Services, Inc. (Shrewsbury, PA) and Mr.
Messick is CEO of Homesale Realty Service Group, Inc.
(Lancaster, PA). We thank them for accepting this important
governance responsibility within our Company and look
forward to their counsel in the future.
Mr. Harland (Hal) E. Carney, III joined PeoplesBank as the Senior
Vice President, Director of Commercial Banking. Hal brings
with him over 25 years of lending and leadership experience.
We are pleased that Hal has joined our team.
During 2020, Directors Dallas L. Smith and MacGregor S.
Jones will be retiring from the Board after they reach the
mandatory retirement age. Mr. Smith has served as a Director
since 1986 and has held various leadership positions on the
Board during his tenure. Mr. Jones has served as a Director
since 1993, and collectively, these two gentlemen have over
sixty years of service to our Company. We thank them for their
insight, loyalty and dedication to our Company, our clients, our
community and our associates.
PROFIT
Codorus Valley Bancorp, Inc. realized net income available to
common shareholders (earnings) of $18.6 million for the year
ending 2019, compared to $19.5 million of earnings realized
in 2018, which represents a reduction of approximately
2
Craig L. Kauffman
Executive Vice President
and Chief Operating Officer
Larry J. Miller
Chairman,
President and CEO
Harry R. Swift, Esq.
Vice Chairman and
Lead Director
$900,000 or approximately 4.6 percent. The decrease in net
income and earnings per share for the year was primarily the
result of higher noninterest expense in 2019 compared to
2018. Net interest income for 2019 and 2018 was basically
the same, at $63.9 million. Net interest margin (tax equivalent
basis) for 2019 was 3.66 percent, compared to 3.84 percent
realized in both 2018 and 2017.
On December 31, 2019, total assets of Codorus Valley Bancorp,
Inc. were approximately $1.89 billion, representing a 4.2 percent
increase compared to December 31, 2018. Total deposits at
year-end 2019 were approximately $1.6 billion, compared to
$1.5 billion at year-end 2018, which represents an increase of
$100 million or 6.2 percent. Total loans at year-end 2019 were
basically flat at $1.50 billion, as compared to year-end 2018.
Additional 2019 financial performance information for Codorus
Valley Bancorp, Inc. is contained in the Corporation’s Annual
Report on Form 10-K for the year ending December 31, 2019.
CLOSING
Over fifty years ago the late Robert F. Kennedy is quoted as
saying “Like it or not we live in interesting times.” While the
bull market in the United States economy is about to turn 11
years old, other international economies, such as Japan and
Germany, are on the brink of recession—and the Chinese
economy has slowed, as the spread of the coronavirus continues.
Couple all of the foregoing with the upcoming Presidential
election, and we truly do live in interesting times.
We believe we have assembled a cadre of associates to provide
appropriate governance of our Company and a team of
dedicated, motivated and highly skilled leaders to meet the
needs of our clients, communities, associates and stockholders.
Thank you for investing in Codorus Valley, Bancorp, Inc.
We genuinely appreciate your support, continued long-term
investment and confidence in Codorus Valley Bancorp, Inc.
BRAND RECOGNITION
For the fourth year in a row, PeoplesBank was voted the 2019
Best Bank in York County by readers of the York Sunday News
and the Bank was also named as one of the Top 200 Community
Banks in the United States.
Larry J. Miller
Chairman, President and Chief Executive Officer
Codorus Valley Bancorp, Inc.
3
2020 > EXECUTE
Brand Refresh
The clients and communities served by PeoplesBank will be seeing a
refreshed look and brand positioning in 2020.
The brand refresh to clients will officially launch in March 2020. Signage
and the brand campaign to increase top of mind awareness will be
executed in a staged approach by geographical area over the first two
quarters of 2020. The updated brand communicates in a fresh way the
heart of who PeoplesBank has always been — an independent and local
community bank. The new positioning will focus on PeoplesBank’s
commitment to serving as financial mentors by helping clients
achieve their dreams and live confidently. Marketing research showed
opportunities for increased brand recognition in growing markets and
a need to refresh the PeoplesBank brand to attract new generations
of clients. It has been 15 years since the PeoplesBank brand was
significantly updated. The typical life cycle of a brand is 10-20 years.
About The Brand Mark
The refreshed logo speaks to PeoplesBank’s commitment of helping
clients move forward. The client is represented by the cranberry
diamond, exemplifying that the client is at the center of everything we
do. The element to the left represents the bank embracing and
supporting the client and the arrow to the far right signifies how
PeoplesBank helps our clients move forward toward their goals,
dreams, needs and priorities.
Billboard from the “Take Your Dreams to the Bank SM ” Campaign that
will also include new TV commercials, digital and transit ads.
Refreshed website with streamlined
navigation.
4
The New Lancaster City Connections Center
PeoplesBank will be launching a fresh approach to the traditional banking
experience at its new location opening in March 2020. This new Connections
Center concept will be located at 101 N Queen Street in 101NQ, a newly
restored mixed use building located in the heart of Lancaster City.
The new Connections Center concept is designed to operate more efficiently in
a smaller footprint, storefront location with high foot traffic. The design recognizes
the changing behaviors of banking consumers who are using branches to do less
routine transactions, but who still value a personal interaction for identifying
solutions and handling more complex financial needs. The new concept resonated
strongly with younger demographics during market testing.
Debuting at this location will be the ability for visitors to create
a personal or business vision board using a touch screen. This
unique approach shifts the staff from a more transactional role
to a financial mentor, helping to move clients towards their goals
and dreams based on their current situation. This signature
experience will also provide a more relaxed setting to foster
conversation, including booth seating, a high top table, and
private conversation areas. Clients will see no traditional desks
at this location. Self-serve and assisted account opening will
be available with the goal of the concierge team to ensure
clients walk out fully enabled to bank on all devices.
5
Selected Financial Data
Codorus Valley Bancorp, Inc.
2019 2018 2017 2016 2015
Summary of operations (in thousands)
Interest income $ 85,317 $ 80,321 $ 70,415 $ 62,230 $ 56,002
Interest expense 21,378 16,401 10,868 8,649 8,174
Net interest income 63,939 63,920 59,547 53,581 47,828
Provision for loan losses 2,450 2,700 4,175 3,000 3,500
Noninterest income 13,912 13,314 11,522 10,030 9,047
Noninterest expense 51,729 49,810 44,986 41,623 37,427
Income before income taxes 23,672 24,724 21,908 18,988 15,948
Provision for income taxes 5,025 5,182 9,904 5,886 4,813
Net income 18,647 19,542 12,004 13,102 11,135
Preferred stock dividends 0 0 0 16 120
Net income available to common shareholders $ 18,647 $ 19,542 $ 12,004 $ 13,086 $ 11,015
Per common share (adjusted for stock dividends)
Net income, basic $ 1.89 $ 1.98 $ 1.22 $ 1.35 $ 1.45
Net income, diluted $ 1.88 $ 1.96 $ 1.21 $ 1.34 $ 1.44
Cash dividends paid $ 0.608 $ 0.564 $ 0.468 $ 0.427 $ 0.400
Stock dividends distributed 5% 5% 5% 5% 5%
Book value $ 19.59 $ 18.01 $ 16.72 $ 15.88 $ 15.21
Tangible book value (1) $ 19.36 $ 17.78 $ 16.49 $ 15.65 $ 14.97
Cash dividend payout ratio 32.4% 28.3% 38.0% 32.0% 27.2%
Weighted average shares outstanding 9,863,332 9,857,559 9,779,816 9,694,739 7,588,531
Weighted average diluted shares outstanding 9,929,659 9,953,229 9,894,628 9,777,719 7,670,268
Profitability ratios
Return on average shareholders' equity (ROE) 9.98% 11.42% 7.40% 8.47% 8.94%
Return on average assets (ROA) 1.01% 1.11% 0.72% 0.88% 0.82%
Net interest margin (tax equivalent basis) 3.66% 3.84% 3.84% 3.89% 3.79%
Efficiency ratio 65.93% 63.95% 62.07% 64.09% 64.60%
Net overhead ratio 2.05% 2.08% 2.03% 2.15% 2.12%
Capital ratios (consolidated)
Common equity tier 1 ratio 12.45% 12.15% 11.58% 11.88% 12.56%
Tier 1 risk-based capital 13.11% 12.83% 12.29% 12.66% 14.49%
Total risk-based capital 14.36% 14.08% 13.48% 13.81% 15.60%
Average shareholders' equity to average assets 10.12% 9.75% 9.79% 10.44% 9.15%
Summary of financial condition
at year-end (in thousands)
Investment securities (including restricted bank stock) $ 164,226 $ 155,515 $ 164,902 $ 201,665 $ 218,498
Loans (including loans held for sale) 1,516,938 1,489,807 1,401,479 1,272,319 1,123,775
Assets 1,886,545 1,807,480 1,709,205 1,611,587 1,456,334
Deposits 1,590,564 1,495,280 1,384,507 1,264,177 1,094,149
Borrowings 89,557 122,332 150,805 181,947 194,820
Equity 191,168 178,746 164,219 154,957 159,141
Other data
Full service financial centers 25 26 26 26 24
Number of employees (full-time equivalents) 350 348 326 306 282
Wealth Management assets,
market value (in thousands) $ 899,876 $ 725,087 $ 711,161 $ 562,865 $ 514,728
1) A reconciliation of tangible book value, which is a non-GAAP Financial Measure, can be found further in this Annual Review.
6
Tangible Book Value
(1) The following table provides the reconciliation of tangible book value, which is a non-GAAP Financial Measure, for the dates indicated:
2019 2018 2017 2016 2015
(dollars in thousands)
Total Shareholders' Equity $ 191,168 $ 178,746 $ 164,219 $ 154,957 $ 159,141
Less: Preferred Stock 0 0 0 0 (12,000)
Less: Goodwill and Other Intangible Assets (2,312) (2,316) (2,321) (2,327) (2,333)
Tangible Shareholders' Equity $ 188,856 176,430 $ 161,898 $ 152,630 $144,808
Common Shares Outstanding 9,756 9,924 9,819 9,755 9,672
Book Value $ 19.59 $ 18.01 $ 16.72 $ 15.88 $ 15.21
Book Value $ 19.59 $ 18.01 $ 16.72 $ 15.88 $ 15.21
Effect of Intangible Assets (0.23) (0.23) (0.23) (0.23) (0.24)
Tangible Book Value $ 19.36 $ 17.78 $ 16.49 $ 15.65 $ 14.97
This document contains certain financial information determined by methods other than in accordance with GAAP. This non-GAAP disclosure
has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of the Corporation’s results as
reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.
Our management uses this non-GAAP measure in its analysis of our performance because it believes this measure is material and will be
used as a measure of our performance by investors.
Common Stock, Dividend, and Broker Information
Codorus Valley Bancorp, Inc. common stock is listed on the NASDAQ Global Market under the symbol CVLY. Codorus Valley had approximately
2,787 holders of record as of February 26, 2020. The closing price per share of Codorus Valley’s common stock on February 26, 2020, was
$21.10. The following table sets forth high and low sales prices and dividends paid per common share for Codorus Valley as reported by NASDAQ
during the periods indicated. All amounts reflect the impact of the common stock dividends distributed by the Corporation.
2019 2018
Dividends Dividends
Quarter High Low Per Share High Low Per Share
First $23.07 $18.71 $0.152 $26.97 $22.52 $0.141
Second 22.35 19.30 0.152 28.11 24.96 0.141
Third 23.46 19.30 0.152 30.34 26.85 0.141
Fourth 23.60 20.69 0.152 29.03 19.30 0.141
For further information, we refer you to the following market makers in our common stock:
Boenning and Scattergood, Inc.
610-862-5368
800-842-8928
Janney Montgomery Scott LLC
717-779-2720
800-999-0503
Piper Sandler (Formerly Sandler O’Neill & Partners, L.P.)
(Institutional Trades Only)
800-333-6000
Internet Information
Information about products and services that are offered by Codorus Valley and its subsidiaries is available on the Internet at
www.peoplesbanknet.com.
Financial Information
The Annual Report on Form 10-K is filed with the Securities and Exchange Commission ( SEC ). Copies of this document and other SEC filings by
Codorus Valley Bancorp, Inc. may be obtained electronically at PeoplesBank’s website at www.peoplesbanknet.com (select Your Life, then under
Connect select Investor Relations, then Filings, then Documents), or the SEC’s website at www.sec.gov/edgarhp.htm. Copies can also be obtained
without charge by writing to: Treasurer, Codorus Valley Bancorp, Inc., P.O. Box 2887, York, PA 17405-2887.
Annual Shareholders Meeting
The Annual Meeting of Shareholders will be held on Tuesday, May 19, 2020, at 9:00 a.m. Eastern Time, at the Codorus Valley Corporate Center,
105 Leader Heights Road, York, PA 17403.
Transfer Agent
EQ Shareholder Services, 1110 Centre Point Curve, Suite 101, MAC N9173-010, Mendota Heights, MN 55120. Phone: 800-468-9716.
Dividend Reinvestment and Stock Purchase Plan
Information regarding the Corporation’s Dividend Reinvestment and Stock Purchase Plan may be obtained by contacting the transfer agent above.
7
Board of Directors
Codorus Valley Bancorp, Inc.
Larry J. Miller
Chairman, President and Chief Executive Officer
Codorus Valley Bancorp, Inc.
Executive Chairman
PeoplesBank
Harry R. Swift, Esq.
Vice Chairman and Lead Director
Retired General Counsel and Secretary
Codorus Valley Bancorp, Inc. and PeoplesBank
Craig L. Kauffman
Executive Vice President and Chief Operating Officer
Codorus Valley Bancorp, Inc.
President and Chief Executive Officer
PeoplesBank
Sarah M. Brown
President and Chief Executive Officer
Keller-Brown Insurance Services
Brian D. Brunner
Division President
Account and Item Processing Sales
Fiserv, Inc.
Cynthia A. Dotzel, CPA
Practicing CPA
Dotzel & Company, Inc.
John W. Giambalvo, Esq.
President and Chief Executive Officer
Jack Giambalvo Motor Company
Jeffrey R. Hines, P.E.
Retired President and Chief Executive Officer
The York Water Company
MacGregor S. Jones
Retired Automobile Dealer
J. Rodney Messick
Chief Executive Officer
HomeSale Realty Services Group, Inc.
Dallas L. Smith
Retired President
Bruce V. Smith, Inc.
Corporate Headquarters
Codorus Valley Bancorp, Inc.
Codorus Valley Corporate Center
105 Leader Heights Road
York, Pennsylvania 17403-5137
717-747-1519
For location information and hours, visit
www.peoplesbanknet.com.
PeoplesBank
Directors Emeritus
D. Reed Anderson, Esq.
M. Carol Druck
Barry A. Keller
Rodney L. Krebs
Corporate Officers
Codorus Valley Bancorp, Inc.
Larry J. Miller
Chairman, President and Chief Executive Officer
Craig L. Kauffman
Executive Vice President and Chief Operating Officer
Diane E. Baker, CPA
Vice President, Assistant Secretary
and Assistant Treasurer
Larry D. Pickett, CPA
Treasurer
Timothy J. Nieman, Esq.
General Counsel and Secretary
PeoplesWealth Advisors
A Subsidiary of PeoplesBank
Stephen M. Altland
President and Chief Executive Officer
Diane E. Baker, CPA
Vice President and Secretary
Larry D. Pickett, CPA
Treasurer and Assistant Secretary
Timothy J. Nieman, Esq.
General Counsel
Victoria A. Schofield
Vice President
Financial Advisors and
Registered Representatives
Jamie K. Cash, CFP®
Wendy M. Livingston
Victoria A. Schofield
Gregory F. Wolfe
Contact Information
To contact any Financial Center, the Client
Care Center, or any bank associate, please
call us at 717-846-1970 or 1-888-846-1970.
All Financial Centers have a 24-Hour ATM
on-site for client convenience and are members
of the MoneyPass® and Allpoint ATM Networks.
Information regarding our products,
services, and locations may be found at our
website at www.peoplesbanknet.com.
8
Leadership Group
PeoplesBank
Craig L. Kauffman
President and Chief Executive Officer
717-747-1501
Diane E. Baker, CPA
Executive Vice President,
Chief Operating and Chief Risk Officer
717-747-1550
Timothy J. Nieman, Esq.
General Counsel and Secretary
717-747-2403
Larry D. Pickett, CPA
Executive Vice President and
Chief Financial Officer
717-747-1502
Stephen M. Altland
Senior Vice President,
Wealth Management Division
717-747-1585
Scott R. Campagna
Senior Vice President,
Chief Information Officer
717-747-1581
Harland Carney, III
Senior Vice President,
Director of Commercial Lending
717-747-2424
Chad Clabaugh
Senior Vice President,
Retail Sales and Services Division
717-747-1515
Matthew A. Clemens, SPHR, PCC
Senior Vice President,
Chief Administrative Officer
717-747-1507
Amy L. Doll
Senior Vice President,
Chief Revenue and Chief Lending Officer
717-747-1580
E. Dennis Ginder
Senior Vice President,
Chief Credit Officer
717-781-8485
Kristen M. Heisey, CFMP
Vice President,
Director of Marketing and Client Experience
717-747-1520
Kent A. Ketterman
Senior Vice President,
Director of Commercial Real Estate Lending
717-747-1506
Todd A. Tyson, CFSSP, CCBSP, CBAP
Senior Vice President,
Director of General Services and Security Officer
717-747-1510
Codorus Valley Bancorp, Inc. Board of Directors: (front row left to right) Dallas Smith, Sarah Brown, Rodney Messick,
MacGregor Jones; (back row left to right) John Giambalvo, Brian Brunner, Harry “Ron” Swift, Larry Miller,
Craig Kauffman, Cindy Dotzel, Jeffrey Hines
Incorporated in 1986, Codorus Valley Bancorp, Inc. is a bank holding company that provides a full range of financial services through its
principal subsidiary, PeoplesBank, A Codorus Valley Company. As a publicly-held corporation, common stock issued
by Codorus Valley Bancorp, Inc. is traded on the NASDAQ Global Market under the symbol CVLY.
PeoplesBank, with origins dating back to 1864, is the largest independent community bank headquartered and managed in York County,
Pennsylvania. Focused on acquiring and nurturing financial relationships with small and mid-sized businesses and consumers,
PeoplesBank provides business, personal, and mortgage banking services as well as wealth management services throughout its
network of financial centers located in York, Lancaster, and Cumberland Counties in Pennsylvania and in Baltimore
and Harford Counties and Baltimore City in Maryland.
Codorus Valley Bancorp, Inc. | Codorus Valley Corporate Center | 105 Leader Heights Road | York, PA 17403-5137 | 717.747.1519
peoplesbanknet.com
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