Investor Presentation

NASDAQ: CVLY

As of and for the period ended December 31, 2022

unless otherwise noted.

Safe Harbor Notice Regarding

Forward-Looking Statements

This presentation contains forward-looking statements about Codorus Valley Bancorp, Inc. (also referred to herein as the "Corporation") that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts. Such forward-looking statements include, but are not limited to, discussions of strategy, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives, goals, expectations or consequences; and statements about future performance, operations, products and services of the Corporation and its subsidiaries. These statements typically can be identified by the use of forward-looking terminology such as "believe," "expect,"

"estimate," "potential," "may," "will," "should," "project," "position," "plan," "seek," "strive to," "intend," "anticipate," "possible" or similar terminology.

Many factors, including those described below or elsewhere in this presentation, could affect the future financial results of the Corporation and its subsidiaries, both individually and collectively, and could cause actual results to differ materially from those expressed in the forward-looking statements contained or incorporated by reference in this presentation.

Actual results could differ materially from those indicated in forward-looking statements due to, among others, the following factors: general economic conditions; the scope and duration of the on-goingCOVID-19 pandemic; the effects of the COVID-19 pandemic, including on the Corporation's credit quality and operations as well as its impact on general economic conditions; legislative and regulatory changes including actions taken by governmental authorities in response to the COVID-19 pandemic; monetary and fiscal policies of the federal government; the effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; changes in market interest rates; the persistence of the current inflationary environment in the U.S. and our market areas; the uncertain impact of new laws and regulations; ineffectiveness of the Corporation's business strategy due to changes in the current or future market conditions; changes in deposit flows, the cost of funds, demand for loan products and the demand for financial services, in each case as may be affected by the COVID-19 pandemic; competition; market volatility, market downturns, changes in consumer behavior, business closures; adverse changes in the quality or composition of the Corporation's loan, investment and mortgage-backed securities portfolios; geographic concentration of the Corporation's business; fluctuations in real estate values; the adequacy of loan loss reserves; deterioration in the credit quality of borrowers; the Company's ability to retain key personnel; failure or disruption of the Corporation's information systems; failure or circumvention of our internal controls; changes in government regulation and supervision; occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, epidemics or pandemics, an outbreak or escalation of hostilities or other geopolitical instabilities, the effects of climate change or extraordinary events beyond the Corporation's control, and the Corporation's ability to deal effectively with disruptions caused by the foregoing; and other economic, competitive, governmental and technological factors affecting the Corporation's operations, markets, products, services and fees.

Additional factors that may affect forward-looking statements made in this presentation can be found in the Corporation's Quarterly Reports on Forms 10-Q and its Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC") and available on the Corporation's website at www.peoplesbanknet.com and on the SEC's website at www.sec.gov. We include web addresses here as inactive textual references only. Information on these websites is not part of this presentation. Forward-looking statements in this presentation speak only as of the date of this presentation, and the Corporation does not commit to revise or update such statements to reflect changes that occur after the date of this presentation. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

The Corporation uses certain non-GAAP (Generally Accepted Accounting Principles) financial measures in this presentation. The Corporation's management believes that the supplemental non-GAAP information included in this presentation is utilized by market analysts and others to evaluate the Corporation's financial condition and results of operations and, therefore, such information is useful to investors. These measures have limitations as analytical tools and should not be considered a substitute for analysis of results under GAAP. These non-GAAP financial measures are reconciled to the most comparable measures at the end of this presentation.

2

Franchise Snapshot

30

Founded in

#1

York County

Locations

1864

Market Share1

Cumberland

Lancaster

York

Adams

Harford

Baltimore

Strategically positioned in the attractive

Harrisburg - Philadelphia - Baltimore/DC Triangle

$2.2B $1.6B $1.9B

TOTAL ASSETS

TOTAL NET LOANS

TOTAL DEPOSITS

0.69% 1.43% 18.50%

COST OF DEPOSITS

GAAP ROAA

GAAP ROAE

Core Values & Achievements

  • Wealth Management Division recognized as Top Performer three years running by Pohl Consulting and Training Inc.
  • Recognized as 2022 Best of the Best in two categories: Best Bank and Best Mortgage Lender by readers of York Daily Record
  • Recognized as 2022 Best in four categories: Best Bank for Business, Best Bank for Personal, Best Mortgage Lender and Best Wealth Management Firm by readers of Central Penn Business Journal
  • Proud supporter of more than 180 non-profit and community organizations
  • Highly engaged employees with a 2022 Associate Engagement Score of over 85%

Source: FDIC Summary of Deposits. Financial data as of the quarter ended December 31, 2022.

1) #1 market position for banks under $100 billion in assets as reported in the FDIC Summary of Deposits as of June 30, 2022 (most recent information available).

3

Franchise Scarcity Value in Highly Attractive Markets

Strategically positioned in

one of the fastest growing

regions along the East

Coast

#1 Ranked Community(1) Bank in York County

Deposits in the Market ($ in millions)

Attractive Demographics in Growth Markets

Median Household Income ($000)

CVLY Growth Markets

$104

$88

$79

$71

$74

Baltimore,

Harford,

State of PA

U.S. Overall

MD

MD

Codorus Valley Bancorp Inc.

Fulton Financial Corp.

Traditions Bancorp

F.N.B. Corp.

ACNB Corp.

$1,579

$1,512

$678

$457

$271

Taking Advantage of Market Disruption

Southeastern/Central PA

Maryland

• First Commonwealth Financial

• Summit Financial Group, Inc. /

/ Centric Financial

PSB Holding Corp.

Corporation

• F.N.B. Corporation / Howard

• Mid Penn Bancorp, Inc. /

Bancorp, Inc. + 1st Mariner

Top 10 Market Share in Geographies Served

Branches

Deposits

Market

Counties

(#)

($M)

Rank(2)

York, PA

15

$1,579

1

Lancaster, PA

7

94

8

Cumberland, PA

2

23

7

Baltimore, MD

3

262

5

Harford, MD

1

86

4

Riverview Financial

• Shore Bancshares, Inc. /

Corporation

Severn Bancorp, Inc.

• WSFS Financial Corporation /

• Sandy Spring Bancorp, Inc. /

Bryan Mawr Bank Corporation

Revere Bank

• LINKBANCORP, Inc. / GNB

• Orrstown Financial Service,

Financial Services, Inc.

Inc. / Hamilton Bancorp, Inc.

  • Citizens & Northern Corporation / Covenant Financial Inc.

Source: S&P Global Market Intelligence. Note: FDIC deposit data as of June 30, 2022.

(1) Community Bank defined as less than $50 billion in most recent quarter total assets.

4

(2) Market rank based all banks with deposits in market with less than $5 billion in most recent quarter total assets.

4Q2022 Financial Highlights

Asset-sensitive balance sheet, execution of Cooperation Agreement(1) and significantly improved asset quality profile

positioned the Corporation for earnings improvement in 2022

2022 NIM Trends

Quarterly Net Income and

PPNR(1)

($MM)

Net Interest Margin

+32bps

3.66% 3.98%

3.18%

2.75% 2.79%

$30.5

$20.1

$3.1$5.4

$7.0

$7.2$8.6

$7.9$9.6

$2.0

2022

2022

2022

2022

2022

Loans HFI(2)

Q1

Q2

Q3

Q4

YTD

2021

2022

2022

2022

2022

Net Income

PPNR

+8.7%

Q4

Q1

Q2

Q3

Q4

Loans Held for Investment

Nonaccrual Loans ($MM)

Ex. PPP Loans ($MM)

$1,633

$33.6

$1,584

$1,599

$30.2

Nonaccrual Loans(3)

$1,515

$17.1

-67%

$1,502

$15.3

$11.0

2021

2022

2022

2022

2022

2021

2022

2022

2022

2022

Q4

Q1

Q2

Q3

Q4

Q4

Q1

Q2

Q3

Q4

1)

Pre-Provision Net Revenue is a non-GAAP measure and excludes Cooperation Agreement-related expenses. See reconciliation on page 18.

2)

Increase since December 31, 2021 and excludes PPP loans, which is a non-GAAP measure. See reconciliation on page 18.

5

3)

Decrease since December 31, 2021.

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Codorus Valley Bancorp Inc. published this content on 30 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 January 2023 22:16:01 UTC.