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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year end December 31, 2021

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 000-53528

Embassy Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania

26-3339011

(State of incorporation)

(I.R.S. Employer Identification No.)

 

 

One Hundred Gateway Drive, Suite 100

Bethlehem, PA

 

18017

(Address of principal executive offices)

(Zip Code)

 

 

(610) 882-8800

(Registrant’s Telephone Number)

Securities registered under Section 12(b) of the Exchange Act:

None

None

None

(Title of each class)

(Trading symbol)

(Name of each exchange on which registered)

Securities registered under section 12(g) of the Exchange Act:

Common Stock, Par Value $1.00 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [ X ]

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 filing requirements for the past 90 days. Yes [ X ] No [ ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).  Yes [ X ] No [ ]


‎

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer  

Smaller reporting company

Emerging growth company ¨ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by checkmark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ¨

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $103,336,864.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date:

COMMON STOCK

 

 

Number of shares outstanding as of March 11, 2022

($1.00 Par Value)

7,552,477

 

(Title Class)

(Outstanding Shares)

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2022 annual meeting of shareholders are incorporated by reference into Part III of this report.

Embassy Bancorp, Inc.

 

Table of Contents

Part I

Item 1

Business

4

Item 1A

Risk Factors

16

Item 1B

Unresolved Staff Comments

24

Item 2

Properties

24

Item 3

Legal Proceedings

25

Item 4

Mine Safety Disclosures

25

Part II 

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and

26

Issuer Purchases of Equity Securities

Item 6

[Reserved]

27

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

27

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

47

Item 8

Financial Statements and Supplementary Data

47

Management Report on Internal Controls Over Financial Reporting

48

Report of Independent Registered Public Accounting Firm (PCAOB ID: 23)

49

Consolidated Balance Sheets

51

Consolidated Statements of Income

52

Consolidated Statements of Comprehensive Income

53

Consolidated Statements of Stockholders’ Equity

54

Consolidated Statements of Cash Flows

55

Notes to Financial Statements

57

Item 9

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

91

Item 9A

Controls and Procedures

91

Item 9B

Other Information

91

Item 9C

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

91

Part III

Item 10

Directors, Executive Officers and Corporate Governance

92

Item 11

ExecutiveCompensation

92

Item 12

Security Ownership of Certain Beneficial Owners and Management and

92

Related Stockholder Matters

Item 13

Certain Relationships and Related Transactions, and Director Independence

92

Item 14

Principal Accountant Fees and Services

92

Part IV

Item 15

Exhibit and Financial Statement Schedules

93

Item 16

Form 10-K Summary

95

Signatures

96


‎

3

Embassy Bancorp, Inc.

PART I

Item 1. BUSINESS.

General

Embassy Bancorp, Inc. (the “Company”) is a Pennsylvania corporation organized in 2008 and registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Company was formed for purposes of acquiring Embassy Bank For The Lehigh Valley (the “Bank”) in connection with the reorganization of the Bank into a bank holding company structure, which was consummated on November 11, 2008. The reorganization enabled the Company to better compete and grow in its competitive and rapidly changing marketplace. Accordingly, the Company owns all of the capital stock of the Bank, giving the organization more flexibility in meeting its capital needs as the Company continues to grow.

The Bank, which is the Company’s principal operating subsidiary, was originally incorporated as a Pennsylvania bank on May 11, 2001 and opened its doors on November 6, 2001. It was formed by a group of local business persons and professionals with significant prior experience in community banking in the Lehigh Valley area of Pennsylvania, the Bank’s primary market area.

Mission

The Company provides a traditional range of financial products and services to meet the depository and credit needs of individual consumers, small and medium sized businesses, and professionals in its market area. As a locally owned and operated community bank, there is a strong focus on service that is highly personalized, efficient, and responsive to local needs. It is the intention of the Company to deliver its products and services with the care and professionalism expected of a community bank and with a special dedication to personalized service. To create this environment, the Company employs an experienced, well-trained, and highly motivated staff, with interest in building quality client relationships using state-of-the-art delivery systems and client service facilities. The Company’s executive leadership has extensive banking experience and establishes the Company’s goal to serve the financial needs of its clients and provide a profitable return to its investors, consistent with safe and sound banking practices. The Company focuses on obtaining and retaining customer relationships by offering a broad range of financial services, competitively priced and delivered in a responsive manner, with an emphasis on understanding the financial needs of its customers.

Correspondent relationships are utilized where it is cost beneficial. The specific objectives of the Company are: 1) to provide individuals, professionals and local businesses with the highest standard of relationship banking in the local market; 2) to attract deposits and loans by offering state of the art products and services with competitive pricing; 3) to provide a reasonable return to shareholders on capital invested; and 4) to attract, train and retain a happy, motivated and team-oriented group of banking professionals dedicated to meeting the Company’s objectives.

Market “Niche”

The Company provides the traditional array of commercial banking products and services emphasizing a one-on-one, sit down approach, for the delivery of products and services to consumers and businesses located in Lehigh and Northampton Counties in Pennsylvania. In the Company’s primary market area, which is dominated by offices of large statewide, regional and interstate banking institutions, as well as non-bank financial service providers (such as credit unions, financial technology companies, brokerage firms, insurance companies and mortgage companies), the Company’s banking services that are furnished in a friendly and courteous manner with a timely response to customer needs fill a “niche” that arises due to the continued loss of local institutions through merger and acquisitions.

Deposits

In order for the Company to attract and retain stable deposit relationships, the Company offers business cash management solution services to help local companies better manage their cash flow. The expertise and experience of the Company’s management coupled with the latest technology accessed through third party providers enables the Company to maximize the growth of business-related deposits.

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Embassy Bancorp, Inc.

As for consumers, deposit growth is driven by a variety of factors including, but not limited to, population growth, bank and non-bank competition, local bank mergers and consolidations, increase in household income, interest rates, accessibility of location and the sales efforts of Company personnel. Time deposits can be attracted and increased by paying an interest rate higher than that offered by competitors, but are the costliest type of deposit. The most profitable type of deposits are non-interest bearing demand (checking) accounts, which can be attracted by offering free checking. However, both high interest rates and free checking accounts generate certain expenses for a bank and the desire to increase deposits must be balanced with the need to be profitable and the extent of banking relationships with the customers. The deposit services of the Company are generally comprised of demand deposits, savings deposits, money market deposits, time deposits and Individual Retirement Accounts.

Loans

The loan portfolio of the Company consists primarily of secured fixed and variable rate loans, with a significant concentration in commercial real estate transaction, consumer residential real estate mortgage, and home equity loans. While most credit facilities are appropriately collateralized, major emphasis is placed upon the financial condition of the borrower and evaluating the borrower’s cash flow versus debt service requirements. The Company has an experienced lending and private banking team. The Company believes that the familiarity of its experienced leadership team and members of the Company’s Loan Committee, in regard to prospective local borrowers, enables the Company to better evaluate the character, integrity, and creditworthiness of the prospective borrowers.

Loan growth is driven by customer demand, which in turn is influenced by individual and business indebtedness and consumer demand for goods. The Company’s loan and private banking officers call upon accountants, financial planners, attorneys, local realtors, and others to generate loans and loan referrals. Again, a balance between growth, credit risk and pricing are required to maintain performing loans for the Company, as lending money will always entail some risk. A performing loan is a loan which is being repaid according to its original terms and is the most desirable type of loan that a bank seeks to make, to support the generation of enough earnings for a bank to be profitable. The risk involved in each loan must, therefore, be carefully evaluated before the loan is made. The interest rate at which the loan is made should always reflect the risk factors involved, including the term of the loan, the value of collateral, if any, the reliability of the projected source of repayment and the amount of the loan requested. Credit quality will always be the Company’s most important factor.

The Company does not sell its mortgages into the secondary market, has not been involved in any “sub-prime” mortgage lending, and has not purchased or invested in any securities backed by or which include sub-prime loans.

As further described in Note 2 to the consolidated financial statements, in 2020, as part of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, the Company was approved to be a Paycheck Protection Program (“PPP”) lender. The Company had not previously been an approved Small Business Administration (“SBA”) 7(a) lender. The Company participates in the SBA’s PPP under the CARES Act and subsequent 2021 Consolidated Appropriations Act (“CAA”).

Commercial Lending

The Company generally targets businesses with annual revenues of less than $10 million, including business owners, legal, and medical professionals. The Company offers responsiveness, flexibility and local decision making for loan applications of small business owners, thereby eliminating delays caused by non-local management. The Company participates in various local, state, and federal loan programs.

Consumer Lending

The Company offers its retail customer base a product line of consumer loan services, including mortgage loans, first time home buyer mortgages, secured home equity loans, lines of credit, auto loans, and, to a much lesser extent, unsecured personal loans.


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Residential Mortgage Loans

The Company offers a range of specialty home equity and mortgage products, including competitively priced first time homeowner loans, which are retained and serviced by the Company. The Company also offers limited mortgage escrow services. The Company seeks to capitalize on its policy of closing loans in a time frame that will meet the needs of its borrowers.

Commercial Mortgage/Construction Loans

The Company originates various types of loans secured by real estate, including, to a limited extent, construction loans. Construction loans are generally priced at floating rates tied to current market rates. Upon completion of construction, these loans may be converted into permanent commercial and residential loans. Construction lending is expected to constitute a minor portion of the Company’s loan portfolio.

In some cases, the Company originates loans larger than its lending limit and enters into participation arrangements for those loans with other banks.

As an independent community bank, the Company serves the special needs of legal, medical, accounting, financial service providers and other professionals. Commercial mortgages, lines of credit, term loans and demand loans are tailored to meet the needs of the Company’s customers in the professional community. In addition to the usual criteria for pricing credit-related products, the Company takes into consideration the overall customer relationship to establish credit pricing. Deposit relationships in demand, savings, money market, and certificate accounts are considered in loan pricing, along with the credit worthiness of the borrower.

Other Services

To further attract and retain customer relationships, the Company currently provides or expects to provide the standard array of financial services expected of a community bank, which include the following:

ACH Origination

Credit/Debit Card Merchant Processing

Person to Person Payments

ATM and Debit Cards

Direct Deposit/ACH Services

Positive Pay

Automated Teller Machines

Escrow Management Services

Remote Deposit Capture

Bank by Mail

Fraud Detection Services

Safe Deposit Boxes

Cash Management Services

Gift Cards

Savings Bond Redemptions

Certified Checks

Mobile Banking

Treasurer Checks

Commercial Credit Cards

Night Depository Services

Wire Transfers

Consumer Credit Cards

On-Line Banking and Bill Pay

Fee Income

Fee income is non-interest related. The Company earns fee income by charging customers for banking services, credit card and merchant processing, treasurer’s checks, overdrafts, wire transfers, check orders, and cash management services, as well as other deposit and loan related fees. Unlike many in the industry, the Company does not sell its mortgages on the secondary market, nor does it offer trust or investment/brokerage services to its customers, all of which would generate additional fee income.

Service/Market Area

The Company is headquartered in Hanover Township, Northampton County, Pennsylvania and draws its primary deposits and business from areas immediately surrounding its principal office and its branch offices in South Whitehall Township, Lower Macungie Township, the City of Bethlehem, Salisbury Township, Lower Saucon Township, Lower Nazareth Township, Borough of Nazareth, Borough of Macungie, and Allentown, Pennsylvania, as well as the remainder of Lehigh and Northampton Counties in Pennsylvania.

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According to Federal Deposit Insurance Corporation (“FDIC”) data, as of June 30, 2021, the Company ranks 5th in bank market share in Northampton County with four (4) offices, and 6th in Lehigh County bank market share with five (5) offices, with a combined deposit market share of 7.37% for both counties. The Company believes there is significant room for organic growth in its current market area of Lehigh and Northampton Counties.

The Company continually evaluates strategic locations for branch offices within the Lehigh Valley, which are supplemented by convenient access through electronic banking products and services, for both consumer and commercial customers. The Company currently has ten (10) offices, with its most recent branch opening at 2002 West Liberty Street, Allentown, Lehigh County, Pennsylvania in September of 2021.

Bank Premises

The Company currently leases nine (9) of its bank operations premises and leases the land only at the Borough of Macungie branch, with the building being owned by the Company. The ten (10) offices are situated at the following locations:

Northampton County:

Hanover Township (includes administrative offices)

Lower Saucon Township

Lower Nazareth Township

Borough of Nazareth

Lehigh County:

South Whitehall Township

Salisbury Township

Lower Macungie Township

City of Bethlehem

Borough of Macungie

City of Allentown

The Company pays certain additional expenses of occupying these spaces including, but not necessarily limited to, real estate taxes, insurance, utilities, and repairs. The Company is obligated under the leases to maintain the premises in good order, condition, and repair.

Employees

As of December 31, 2021, the Company had a total of 106 full-time equivalent employees.

Competition

The geographic market the Company serves is highly competitive for deposits and loans. The Company competes with local, regional and national traditional banking institutions, as well as non-bank financial service providers such as credit unions, financial technology companies, brokerage firms, insurance companies and mortgage companies. In the Company’s primary market area, major regional and super-regional banks generally hold larger market share positions. By virtue of their larger capital bases, these institutions have significantly larger lending limits, more robust advertising campaigns, significantly larger branch networks, and can invest in technology on a larger scale. The industry, as a whole, competes primarily in the area of interest rates, products offered, customer service and convenience.

The Company believes it is able to compete within its market by offering competitive interest rates and a superior level of customer service, as reflected in our continued growth in market share. The Company also continues to capitalize on opportunities created by recent merger announcements, name changes, and competitive branch hour adjustments and/or closures in the Company’s market area, attracting customers looking to relocate to a local, reputable community bank.

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Embassy Bancorp, Inc.

Credit unions present a significant competitive challenge to the Company. As credit unions currently enjoy an exemption from income tax, they are able to offer higher deposit rates and lower loan rates than banks can on a comparable basis. Credit unions are also not currently subject to certain regulatory constraints imposed on banks, such as the Community Reinvestment Act (“CRA”), which require the Company to implement procedures to make and monitor loans throughout the communities served. Adhering to such regulatory requirements raises the Company’s compliance costs associated with lending activities and reduces potential operating profits. Accordingly, the Company competes by focusing on building customer relationships and maintaining the commitment to customer service the community has come to expect.

Segments

The Company acts as an independent community financial services provider and offers traditional banking and related financial services to individual, business and government customers. The Company offers a full array of commercial and retail financial services, including the taking of time, savings, and demand deposits; the making of commercial, consumer, residential mortgage, and home equity loans; and the providing of other financial services.

Management does not separately allocate expenses, including the cost of funding loan demand, between commercial and retail operations of the Company. As such, discrete financial information is not available and segment reporting would not be meaningful.

Seasonality

Management does not feel that the deposits, loans, or the business of the Company are generally seasonal in nature. Deposit and loan generation may, however, vary with local and national economic and market conditions, which should not have a material effect on planning and policy making.

Supervision and Regulation

The Company is subject to extensive regulation under federal and Pennsylvania banking laws, regulations and policies, including prescribed standards relating to capital, earnings, dividends, the repurchase or redemption of shares, loans or extensions of credit to affiliates and insiders, internal controls, information systems, internal audit systems, loan documentation, credit underwriting, asset growth, impaired assets and loan-to-value ratios. The regulatory framework for banks is intended primarily for the protection of depositors, federal deposit insurance funds and the banking systems as a whole, and not for the protection of shareholders.

The following summary sets forth certain of the material elements of the regulatory framework applicable to bank holding companies and their bank subsidiaries and provides certain specific information about the Company and the Bank. It does not describe all of the provisions of the statutes, regulations and policies that are identified. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by express reference to each of the particular statutory and regulatory provisions. A change in applicable statutes, regulations or regulatory policy may have a material effect on the business of the Company.

Dodd-Frank Wall Street Reform and Consumer Protection Act

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which became law on July 21, 2010, there is additional regulatory oversight and supervision of the Company and the Bank. The Dodd-Frank Act significantly changed the regulation of financial institutions and the financial services industry, and includes provisions affecting large and small financial institutions alike, including several provisions that affect the regulation of community banks and bank holding companies.

The Dodd-Frank Act, among other things, imposed new capital requirements on bank holding companies; changed the base for FDIC insurance assessments to a bank’s average consolidated total assets minus average tangible equity, rather than upon its deposit base; permanently raised the current standard deposit insurance limit to $250,000; and expanded the FDIC’s authority to raise insurance premiums.

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Embassy Bancorp, Inc.

The Dodd-Frank Act also includes provisions that affect corporate governance and executive compensation at all publicly traded companies and allows financial institutions to pay interest on business checking accounts. The legislation also restricts proprietary trading, places restrictions on the owning or sponsoring of hedge and private equity funds, and regulates the derivatives activities of banks and their affiliates. The Dodd-Frank Act also establishes the Financial Stability Oversight Council to identify threats to the financial stability of the U.S., promote market discipline, and respond to emerging threats to the stability of the U.S. financial system.

Consumer Financial Protection Bureau

Through the Dodd-Frank Act, the Consumer Financial Protection Bureau (the “CFPB”) was established as an independent entity within the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The CFPB has broad rulemaking, supervisory and enforcement authority over consumer financial products and services, including deposit products, residential mortgages, home-equity loans, and credit cards. The CFPB’s rules contain provisions on mortgage-related matters such as steering incentives, and determinations as to a borrower’s ability to repay, loan servicing, and prepayment penalties.

On January 10, 2013, the CFPB issued a final regulation defining a “qualified mortgage” for purposes of the Dodd-Frank Act and setting standards for mortgage lenders to determine whether a consumer has the ability to repay the mortgage. This regulation, which became effective on January 10, 2014, also affords safe harbor legal protections for lenders making qualified loans that are not “higher priced.” On January 17, 2013, the CFPB issued a final regulation containing new mortgage servicing rules applicable to our bank subsidiary, which took effect on January 10, 2014. The announced goal of the CFPB is to bring greater consumer protection to the mortgage servicing market. These changes affect notices to be given to consumers in reference to delinquency, foreclosure alternatives, modification applications, interest rate adjustments and options for avoiding “force-placed” insurance. Servicers are also prohibited from processing foreclosures when a loan modification is pending and must wait until a loan is more than 120 days delinquent before initiating a foreclosure action.

Additionally, the servicer must provide direct and ongoing access to its personnel and provide prompt review of any loss mitigation application. Servicers must maintain accurate and accessible mortgage records for the life of a loan and until one year after the loan is paid off or transferred.

Capital Standards

In July 2013, the FDIC and the Federal Reserve Board approved final rules substantially amending the regulatory risk-based capital rules applicable to the Bank and the Company. The final rule implements the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act.

The final rule includes new minimum risk-based capital and leverage ratios, which became effective for the Bank and the Company on January 1, 2015, and refines the definition of what constitutes “capital” for purposes of calculating these ratios. The new minimum capital requirements are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The final rule also established a “capital conservation buffer” of 2.5%, that effectively results in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement was fully implemented as of January 2019 for the Company. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such actions.

In addition to the risk-based capital guidelines, the federal banking regulators established minimum leverage ratio (Tier 1 capital to total assets) guidelines for bank holding companies. These guidelines provide for a minimum leverage ratio of 3% for those bank holding companies which have the highest regulatory examination ratings and are not contemplating or experiencing significant growth or expansion. All other bank holding companies are required to maintain a leverage ratio of at least 4%.

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Embassy Bancorp, Inc.

The capital ratios to be considered “well capitalized” under current capital rules are: common equity of 6.5%, Tier 1 leverage of 5%, Tier 1 risk-based capital of 8%, and Total Risk-Based capital of 10%.

Effective in the third quarter of 2018, the Federal Reserve raised the consolidated asset limit to be considered a small bank holding company from $1 billion to $3 billion.  A company that qualifies as a small bank holding company is not subject to the Federal Reserve’s consolidated capital rules, although a company that so qualifies may continue to file reports that include such capital amounts and ratios.  The Company voluntarily elected to continue to report those amounts and ratios.

At December 31, 2021 and December 31, 2020, the Company qualified as “well-capitalized” under the foregoing regulatory capital standards and exceeded the capital conservation buffers.  See Note 13 of the Notes to Consolidated Financial Statements included in Item 8 of this Report.

Capital Adequacy and Operations

Enacted in 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) contains provisions limiting activities and business methods of depository institutions. FDICIA required the primary federal banking regulators to promulgate regulations setting forth standards relating to, among other things, internal controls, and audit systems; credit underwriting and loan documentation; interest rate exposure and other off-balance sheet assets and liabilities; and compensation of directors and officers. FDICIA also provided for expanded regulation of depository institutions and their affiliates, including parent holding companies, by such institutions’ primary federal banking regulator. Each primary federal banking regulator is required to specify, by regulation, capital standards for measuring the capital adequacy of the depository institutions it supervises and, depending upon the extent to which a depository institution does not meet such capital adequacy measures, the primary federal banking regulator may prohibit such institution from paying dividends or may require such institution to take other steps to become adequately capitalized.

FDICIA established five capital tiers, ranging from “well capitalized” to “critically under-capitalized”. A depository institution is well capitalized if it significantly exceeds the minimum level required by regulation for each relevant capital measure. Under FDICIA, an institution that is not well capitalized is generally prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market; in addition, “pass through” insurance coverage may not be available for certain employee benefit accounts. FDICIA also requires an undercapitalized depository institution to submit an acceptable capital restoration plan to the appropriate federal bank regulatory agency. One requisite element of such a plan is that the institution’s parent holding company must guarantee compliance by the institution with the plan, subject to certain limitations. In the event of the parent holding company’s bankruptcy, the guarantee, and any other commitments that the parent holding company has made to federal bank regulators to maintain the capital of its depository institution subsidiaries, would be assumed by the bankruptcy trustee and entitled to priority in payment.

At December 31, 2021, the Bank qualified as “well capitalized” under these regulatory capital standards. See Note 13 of the Notes to Consolidated Financial Statements included at Item 8 of this Report.

Federal Deposit Insurance (“FDI”) Act and Part 363 of the FDIC Regulations

Section 36 of the FDI Act and Part 363 of the FDIC's regulations require insured depository institutions with at least $500 million in total assets to file a Part 363 Annual Report with the applicable bank regulatory agencies, which, among other things, requires that the Company establish and maintain an effective internal control structure over financial reporting and provide an assessment by management of the institution's compliance with the designated laws and regulations pertaining to insider loans and dividend restrictions.

Bank Holding Company Regulation

As a bank holding company, the Company is subject to regulation and examination by the Pennsylvania Department of Banking and Securities (the “Pennsylvania Department of Banking”) and the Federal Reserve Board. The Company is required to file with the Federal Reserve Board an annual report and such additional information as the

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Embassy Bancorp, Inc.

Federal Reserve Board may require pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The BHC Act requires each bank holding company to obtain the approval of the Federal Reserve Board before it may acquire substantially all the assets of any bank, or before it may acquire ownership or control of any voting shares of any bank if, after such acquisition, it would own or control, directly or indirectly, more than five percent of the voting shares of such bank. Such a transaction may also require approval of the Pennsylvania Department of Banking. Pennsylvania law permits Pennsylvania bank holding companies to control an unlimited number of banks.

Pursuant to the BHC Act and regulations promulgated by the Federal Reserve Board thereunder, the Company may only engage in or own companies that engage in activities deemed by the Federal Reserve Board to be so closely related to the business of banking or managing or controlling banks as to be a proper incident thereto, and the holding company must obtain permission from the Federal Reserve Board prior to engaging in most new business activities.

A bank holding company and its subsidiaries are subject to certain restrictions imposed by the BHC Act on any extensions of credit to the bank or any of its subsidiaries, investments in the stock or securities thereof, and on the taking of such stock or securities as collateral for loans to any borrower. A bank holding company and its subsidiaries are also prevented from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services.

Under the Dodd-Frank Act and Federal Reserve Board regulations, a bank holding company is required to serve as a source of financial and managerial strength to its subsidiary banks and may not conduct its operations in an unsafe or unsound manner. In addition, in serving as a source of strength to its subsidiary banks, a bank holding company should stand ready to use available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity and should maintain the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks. A bank holding company’s failure to meet its obligations to serve as a source of strength to its subsidiary banks will generally be considered by the Federal Reserve Board to be an unsafe and unsound banking practice or a violation of the Federal Reserve Board regulations or both. This doctrine is commonly known as the “source of strength” doctrine.

Regulation of Embassy Bank for the Lehigh Valley

Embassy Bank for the Lehigh Valley is a Pennsylvania-chartered banking institution and is subject to regulation, supervision and regular examination by the Pennsylvania Department of Banking and the FDIC. Federal and state banking laws and regulations govern, among other things, the scope of a bank’s business, the investments a bank may make, the reserves against deposits a bank must maintain, the loans a bank makes and collateral it takes, the maximum interest rates a bank may pay on deposits, the activities of a bank with respect to mergers and consolidations, the establishment of branches, and management practices and other aspects of banking operations.

Dividend Restrictions

The Company is a legal entity separate and distinct from the Bank. Declaration and payment of cash dividends depends upon cash dividend payments to the Company by the Bank, which is the Company’s primary source of revenue and cash flow. Accordingly, the right of the Company, and consequently the right of our creditors and shareholders, to participate in any distribution of the assets or earnings of any subsidiary is necessarily subject to the prior claims of creditors of the subsidiary, except to the extent that claims of the Company in its capacity as a creditor may be recognized.

As a Pennsylvania chartered bank, the Bank is subject to regulatory restrictions on the payment and amounts of dividends under the Pennsylvania Banking Code. Further, the ability of banking subsidiaries to pay dividends is also subject to their profitability, financial condition, capital expenditures and other cash flow requirements. See Note 13 to the consolidated financial statements included at Item 8 of this Report.

The payment of dividends by the Bank and the Company may also be affected by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under FDICIA, a depository institution may not pay any dividend if payment would cause

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it to become undercapitalized or if it already is undercapitalized. Moreover, the federal agencies have issued policy statements that provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings. Federal banking regulators have the authority to prohibit banks and bank holding companies from paying a dividend if the regulators deem such payment to be an unsafe or unsound practice.

Community Reinvestment Act

The Company’s Directors and Officers are committed to reaching out to the community in which they live and work. The personal, business and community rewards for helping local residents and businesses are numerous. The Board is dedicated to recognizing an ongoing commitment and understanding of the Company’s responsibility under the CRA. The Company is committed to providing access to credit and deposit products for all members of the communities that it serves.

The Company is currently undergoing an FDIC CRA examination. The Company had its last CRA examination in 2018 and received a “satisfactory” rating.

Restrictions on Transactions with Affiliates and Insiders

The Bank also is subject to the restrictions of Sections 23A, 23B, 22(g) and 22(h) of the Federal Reserve Act and Regulation O adopted by the Federal Reserve Board. Section 23A requires that loans or extensions of credit to an affiliate, purchases of securities issued by an affiliate, purchases of assets from an affiliate (except as may be exempted by order or regulation), the acceptance of securities issued by an affiliate as collateral and the issuance of a guarantee or acceptance of letters of credit on behalf of an affiliate (collectively, “Covered Transactions”) be on terms and conditions consistent with safe and sound banking practices. Section 23A also imposes quantitative restrictions on the amount of and collateralization requirements on such transactions. Section 23B requires that all Covered Transactions and certain other transactions, including the sale of securities or other assets to an affiliate and the payment of money or the furnishing of services to an affiliate, be on terms comparable to those prevailing for similar transactions with non-affiliates.

Section 22(g) and 22(h) of the Federal Reserve Act impose similar limitations on loans and extensions of credit from the Bank to its executive officers, directors, and principal shareholders and any of their related interests. The limitations restrict the terms and aggregate amount of such transactions. Regulation O implements the provisions of Sections 22(g) and 22(h) and requires maintenance of records of such transactions by the Bank and regular reporting of such transactions by insiders. The FDIC also requires the Bank, upon request, to disclose publicly loans and extensions of credit to insiders in excess of certain amounts.

Deposit Insurance and Premiums

As a FDIC member institution, the Bank’s deposits are insured to the maximum of $250,000 per depositor through the Deposit Insurance Fund (“DIF”) that is administered by the FDIC and each institution is required to pay quarterly deposit insurance premium assessments to the FDIC.

Other Federal Laws and Regulations

State usury and credit laws limit the amount of interest and various other charges collected or contracted by a bank on loans. The Bank’s loans are also subject to federal laws applicable to credit transactions, such as the following:

Federal Truth-In-Lending Act, which governs disclosures of credit terms to consumer borrowers;

Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable public officials to determine whether a financial institution is fulfilling its obligations to meet the housing needs of the community it serves;

Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed, or other prohibitive factors in extending credit;

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Embassy Bancorp, Inc.

Real Estate Settlement Procedures Act, which requires lenders to disclose certain information regarding the nature and cost of real estate settlements, and prohibits certain lending practices, as well as limits escrow account amounts in real estate transactions;

Fair Credit Reporting Act, governing the manner in which consumer debts may be collected by collection agencies; and

Various rules and regulations of various federal agencies charged with the implementation of such federal laws.

Additionally, the Company’s operations are subject to additional federal laws and regulations applicable to financial institutions, including, without limitation:

Privacy provisions of the Gramm-Leach-Bliley Act and related regulations, which require the Company to maintain privacy policies intended to safeguard customer financial information, to disclose the policies to the Company’s customers and to allow customers to “opt out” of having their financial service providers disclose their confidential financial information to non-affiliated third parties, subject to certain exceptions;

Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

Consumer protection rules for the sale of insurance products by depository institutions, adopted pursuant to the requirements of the Gramm-Leach-Bliley Act; and

USA Patriot Act, which requires financial institutions to take certain actions to help prevent, detect, and prosecute international money laundering and the financing of terrorism.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act represented a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity securities registered or that file reports under the Securities Exchange Act of 1934, including publicly held bank holding companies such as the Company. In particular, the Sarbanes-Oxley Act establishes: (i) requirements for audit committees, including independence, expertise, and responsibilities; (ii) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) new and increased civil and criminal penalties for violations of the securities laws.

Governmental Policies

The Company’s earnings are significantly affected by the monetary and fiscal policies of governmental authorities, including the Federal Reserve Board. Among the instruments of monetary policy used by the Federal Reserve Board to implement these objectives are open-market operations in U.S. Government securities and federal funds, changes in the discount rate on member bank borrowings and changes in reserve requirements against member bank deposits. These instruments of monetary policy are used in varying combinations to influence the overall level of bank loans, investments and deposits, and the interest rates charged on loans and paid for deposits. The Federal Reserve Board frequently uses these instruments of monetary policy, especially its open-market operations and the discount rate, to influence the level of interest rates and to affect the strength of the economy, the level of inflation or the price of the dollar in foreign exchange markets. The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of banking institutions in the past and are expected to continue to do so in the future. It is not possible to predict the nature of future changes in monetary and fiscal policies, or the effect which they may have on the Company’s business and earnings.

Other Legislative Initiatives

Proposals may be introduced in the United States Congress and in the Pennsylvania Legislature and before various bank regulatory authorities, which would alter the powers of, and restrictions on, different types of banking organizations and which would restructure part or all of the existing regulatory framework for banks, bank holding companies and other providers of financial services. Moreover, other bills may be introduced in Congress which

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Embassy Bancorp, Inc.

would further regulate, deregulate, or restructure the financial services industry, including proposals to substantially reform the regulatory framework. It is not possible to predict whether these or any other proposals will be enacted into law or, even if enacted, the effect which they may have on the Company’s business and earnings.

Human Capital Management

We believe that outstanding people are the key to the Company’s growth and success. Through the efforts of our team, Embassy has established itself as a leading organization in our Lehigh Valley community. The Company’s philosophy is to strive to maintain simplicity in our policies and efficiency in our procedures. We pride ourselves in creating an open, diverse, and transparent culture that celebrates teamwork and recognizes team members at all levels. We believe that diversity of cultures, thoughts, and experiences results in better outcomes and empowers our team members to make more meaningful contributions within our company and community. This in turn provides an environment in which our team will thrive. The majority of our team are regular full-time employees, and we also employ regular part-time employees and some seasonal/temporary team members.

It is by design that the Company runs a very efficient operation, relying greatly on the knowledge and experience of its leadership team, and, where appropriate, the outsourcing of certain functions to high quality vendors, in order to do so.  This level of efficiency requires that individual members of the Company’s leadership team assume roles that are most often held by multiple individuals at banks within the Company’s peer group.   For example, David M. Lobach, Jr. serves as Chairman of the Board, as well as President and Chief Executive Officer,  Judith A. Hunsicker serves as Chief Operating Officer and Chief Financial Officer, James R. Bartholomew serves as Senior Lending Officer and oversees business banking and business development, Diane M. Cunningham oversees retail banking and consumer lending, as well as marketing, and Lynne M. Neel oversees the finance department, deposit and loan operations and investor relations, to name a few such examples. This multidisciplinary approach is replicated throughout the Company.  

The Company has created a group consisting of team members called the “Culture Club.” The club is designed to keep our business culture in the forefront of all we do. This team provides new employees with their first look at the unique Embassy culture through an orientation program created with the individual in mind. In addition, the team actively works on creative activities and educational events to enhance our existing culture for the entire Embassy team. Our culture is truly defined by “us.” The Company family is made up of a diverse group of professionals who share the common goal of making our bank succeed by providing superior customer service through sales, education, technology, and teamwork. Our experience has shown that when employees communicate openly and directly with supervisors, the work environment can be excellent, expectations can be clear, and attitudes will be positive. We believe that the Company amply demonstrates its commitment to employees by responding effectively to employee concerns.

Annually, every team member is asked to complete a team member commitment form, in which he or she describes duties and responsibilities they may face in their day to day work. The Company maintains these forms and uses them to aid in orienting new employees to their jobs, identifying the requirements of each position, balancing responsibilities amongst the team, establishing hiring criteria, setting standards for employee performance evaluations, and establishing a basis for making reasonable accommodations for individuals with disabilities. They are also used for discussion in connection with an existing employee’s review process. Supervisors and employees are strongly encouraged to discuss job performance and goals on an informal, day-to-day basis. Employees are asked to annually participate in the Company's self-assessment process, which includes their Personal Team Member Commitment (which describes positions) and Personal Balance Sheet. Additionally, this Balance Sheet is a formal performance evaluation conducted to provide both supervisors and employees the opportunity to discuss job tasks, identify and correct weaknesses, encourage and recognize strengths, and discuss positive, purposeful approaches for efficiently carrying out the responsibility of each position.

The salary and benefits program at the Company was created to achieve consistent pay practices, comply with federal and state laws, mirror our commitment to Equal Employment Opportunity, and offer competitive salaries and benefits within our labor market. Because recruiting and retaining talented and diverse employees is critical to our success, the Company is committed to paying its team members equitable wages that reflect the requirements and responsibilities of their positions and are competitive with the pay received by similarly situated employees in other banks in the area.

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Compensation for every position is determined by several factors, including the essential duties and responsibilities of the job, and knowledge of pay practices of other employers. The Company periodically reviews its salary and benefits program and restructures it as necessary.

Eligible employees at the Company are provided a wide range of benefits. A number of the programs (such as Social Security, workers' compensation, state disability, and unemployment insurance) cover all employees in the manner prescribed by law. Benefits eligibility is dependent upon a variety of factors, primarily whether the employee is full time or part time.

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic and on March 13, 2020 the United States government declared COVID-19 as a national emergency. Specific to COVID-19, the Company’s top priority is the health and safety of our team, customers, vendors, and the public. Embassy Bank’s Pandemic Officer is responsible for the oversight of the Company’s COVID-19 Program. The COVID-19 Plan Guidance has been distributed to all employees, and when necessary, to on-site workers, and vendors. All team members, onsite workers, visitors, vendors, and customers must comply with local, state, and federal government regulations regarding COVID-19 policies and personal protective equipment (PPE) requirements. The Company has followed, and intends to continue to follow, at minimum, the most recent guidance issued by the Center for Disease Control (“CDC”) and the Pennsylvania Department of Health.

Available Information

The Company’s common stock is registered under Section 12(g) of the Securities Exchange Act of 1934. Trades in Company common stock made by certain brokerage firms are reported on the OTCQX Market Tier of the OTC Markets under the symbol “EMYB”.  The Company is subject to the informational requirements of the Exchange Act, and, accordingly, electronically files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and other information with the U.S. Securities and Exchange Commission (“SEC”).  You may obtain these reports and statements, and any amendments, from the SEC’s website at www.sec.gov. You may obtain copies of these reports, and any amendments, through our website at www.embassybank.com. These reports are available through our website as soon as reasonably practicable after they are filed electronically with the SEC.

The Company’s headquarters are located at 100 Gateway Drive, in Hanover Township, Bethlehem, Pennsylvania 18017, and its telephone number is 1-610-882-8800. The Company has adopted a Code of Conduct/Ethics that applies to all directors and officers of the Company. This document is available in the Investor Relations section on the Company’s website.  The information included on the website and the Investor Relations page is not considered a part of this document.

Caution About Forward-looking Statements

This report contains forward-looking statements, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market, interest rates and interest rate policy, competitive factors, and other conditions that, by their nature, are not susceptible to accurate forecast, and are subject to significant uncertainty.

Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy.

No assurance can be given that the future results covered by forward-looking statements will be achieved. Such statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could impact the Company’s operating results include, but are not limited to, (i) the effects of changing economic conditions in the

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Company’s market areas and nationally, (ii) credit risks of commercial, real estate, consumer and other lending activities, (iii) significant changes in interest rates, (iv) changes in federal and state banking laws and regulations which could impact the Company’s operations, and (v) other external developments which could materially affect the Company’s business and operations, including those described in this Report under section Item 1A – Risk Factors or in our other filings with the SEC.

Item 1A. RISK FACTORS.

Before investing in Embassy Bancorp, Inc. common stock, an investor should carefully consider the risk factors described below, which are not intended to be all inclusive, and review other information contained in this report and in our other filings with the SEC. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties that we are not aware of, or that we currently deem less significant, or that we otherwise are not specifically focused on, may also impact our business, results of operations, and our common stock. If any of these known or unknown risks or uncertainties actually occurs, our business, financial condition and results of operations could be materially and adversely affected. If this were to happen, the market price of our common stock could decline significantly, and an investor could lose all or part of his or her investment in the Company.

Unless the context otherwise requires, references to “we,” “us,” “our,” “Embassy,” or “Embassy Bancorp, Inc.,” collectively refer to Embassy Bancorp, Inc. and its banking subsidiary, and specific references to the “Bank” refer to Embassy Bank for the Lehigh Valley, the wholly-owned banking subsidiary of Embassy Bancorp, Inc.

 Risks Related to Our Business

 

Changes in interest rates may adversely affect our earnings and financial condition.

 

Our ability to make a profit, like that of most financial institutions, substantially depends upon our net interest income, which is the difference between the interest income earned on interest earning assets, such as loans and investment securities, and the interest expense paid on interest-bearing liabilities, such as deposits and borrowings. Changes in interest rates can increase or reduce net interest income and net income.

 

Different types of assets and liabilities may react differently, and at different times, to changes in market interest rates. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a period, an increase in market rates of interest could reduce net interest income. When interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could reduce net interest income. Changes in market interest rates are affected by many factors beyond our control, including inflation, unemployment, money supply, international events, and events in the United States and other financial markets.

 

We attempt to manage risk from changes in market interest rates, in part, by controlling the mix of interest rate sensitive assets and interest rate sensitive liabilities.  However, interest rate risk management techniques are not exact and a substantial, unexpected, prolonged, or rapid change in interest rates could adversely affect our financial condition and results of operations.

Interest rate volatility stemming from the COVID-19 pandemic could negatively affect our net interest income, lending activities, deposits, and profitability.

Our net interest income, lending activities, deposits and profitability could be negatively affected by volatility in interest rates caused by uncertainties stemming from the COVID-19 pandemic. In March 2020, the Federal Reserve lowered the target range for the federal funds rate to a range from 0 to 0.25 percent, citing concerns about the impact of the pandemic on markets and stress in the energy sector. A prolonged period of extremely volatile and unstable market conditions would likely increase our funding costs and negatively affect market risk mitigation strategies. Higher income volatility from changes in interest rates and spreads to benchmark indices could cause a loss of future net interest income and a decrease in current fair market values of our assets. Fluctuations in interest rates will impact both the level of income and expense recorded on most of our assets and liabilities and the market value of all

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interest-earning assets and interest-bearing liabilities, which in turn could have a material adverse effect on our net income, operating results, or financial condition.

Effects of Inflation

The majority of assets and liabilities of the Company are monetary in nature, and therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. The precise impact of inflation upon the Company is difficult to measure. Inflation may affect the borrowing needs of consumers, thereby impacting the growth rate of the Company’s assets. Inflation may also affect the general level of interest rates, which can have a direct bearing on the Company.

As a participating lender in the SBA’s PPP, we are subject to additional risks of litigation from our clients or other parties regarding our processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties.

The Company participates in the SBA’s PPP under the CARES Act and subsequent 2021 Consolidated Appropriations Act (“CAA”). Under the PPP, small businesses and other entities and individuals applied for loans from existing SBA lenders and other approved regulated lenders that enrolled in the program, subject to numerous limitations and eligibility criteria. We participated as a lender in the PPP and started accepting applications from qualified borrowers on April 3, 2020. Since the opening of the PPP, several other larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP. We may be exposed to the risk of litigation, from both clients and non-clients that approached us regarding PPP loans, regarding our process and procedures used in processing applications for the PPP. If any such litigation is filed against us and is not resolved in a manner favorable to us, it may result in significant financial liability or adversely affect our reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP related litigation could have a material adverse impact on our business, financial condition, and results of operations.

We also have credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by us, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules, and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by us, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from us. We are not aware of any fraud related to PPP loans originated by the Bank.

As of December 31, 2021, the Company had $8.6 million of PPP loans yet to be forgiven. As of February 28, 2022, the Company had $2.8 million of PPP loans yet to be forgiven.

We are subject to credit risk.

As of December 31, 2021, excluding PPP loans, approximately 44 percent of the Company’s loan portfolio consisted of commercial, commercial construction, and commercial real estate loans. These types of loans are generally viewed as having more risk of default than residential real estate or secured consumer loans. These types of loans are also typically larger than residential real estate loans and consumer loans. Because our loan portfolio contains a significant number of commercial, commercial construction and commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in non-performing loans. An increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the provision for possible loan and lease losses and an increase in loan charge-offs, all of which could have a material adverse effect on our financial condition and results of operations.


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Our allowance for loan and lease losses may be insufficient.

We maintain an allowance for loan and lease losses, which is a reserve established that represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The Company has determined, because of the 100% SBA guarantee, that no allowance for loan losses is required on the PPP loan portfolio. The allowance, in the judgment of management, is necessary to reserve for estimated loan and lease losses and risks inherent in the loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; specific credit risks; loan loss experience; current loan portfolio quality; present economic, political, and regulatory conditions and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for possible loan and lease losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem credits and other factors, both within and outside of our control, may require an increase in the allowance. In addition, bank regulatory agencies periodically review our allowance for possible loan and lease losses and may require an increase in the provision for possible loan and lease losses or the recognition of further loan charge-offs, based on information unavailable to, or judgments different than those of, management. In addition, if charge-offs in future periods exceed the allowance, we may need additional provisions to increase the allowance for possible loan and lease losses. Any increases in the allowance resulting from loan loss provisions will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on our financial condition and results of operations.

The FASB issued an accounting standard that may require us to increase our allowance for loan losses and may have a material adverse effect on our financial condition and results of operations. This new accounting standard that will be effective for us beginning on January 1, 2023. This standard, referred to as CECL, requires financial institutions to determine periodic estimates of lifetime expected credit losses on loans and leases and recognize the expected credit losses as allowances for loan and lease losses. This will change the current method of providing allowances for loan and lease losses that are probable, which may require us to increase our allowance for loan and lease losses, and to greatly increase the types of data we will need to collect and review to determine the appropriate level of the allowance for loan and lease losses. Any increase in our allowance for loan and lease losses or expenses incurred to determine the appropriate level of the allowance for loan and lease losses may have a material adverse effect on our financial condition and results of operations.

Our profitability depends significantly on economic conditions in Pennsylvania.

Unlike larger or regional financial institutions that are more geographically diversified, our success is dependent to a significant degree on economic conditions in Pennsylvania, especially in Lehigh and Northampton Counties, which are the counties and markets primarily served by us in the years up to and including 2021. The banking industry is affected by general economic conditions, including the effects of inflation, recession, unemployment, real estate values, trends in national and global economics, and other factors beyond our control. An economic recession or a delayed recovery over a prolonged period of time in Pennsylvania, or more specific to the areas served by us, could cause an increase in the level of the Bank’s non-performing assets and loan and lease losses, thereby causing operating losses, impairing liquidity, and eroding capital. We can give no assurance that adverse changes in the local economy would not have a material adverse effect on our consolidated financial condition, results of operations, and cash flows.

Strong competition within our market area may limit our growth and profitability.

 

Competition in the banking and financial services industry is intense. The geographic market the Company serves is highly competitive for deposits and loans. The Company competes with local, regional, and national traditional banking institutions, as well as non-bank financial service providers such as credit unions, brokerage firms, insurance companies and mortgage companies. In the Company’s primary market area, major regional and super-regional banks generally hold larger market share positions. By virtue of their larger capital bases and greater financial resources, these institutions have significantly larger lending limits, more robust advertising campaigns, larger branch networks, and can invest in technology on a larger scale. The industry, as a whole, competes primarily in the area of interest

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rates, products offered, customer service and convenience. Our profitability depends upon our ability to successfully compete in our market area.

The Basel III capital rules require us to maintain higher levels of capital, which could reduce our profitability.

Basel III targets higher levels of base capital, certain capital buffers, and a migration toward common equity as the key source of regulatory capital. Basel III signals a growing effort by domestic and international bank regulatory agencies to require financial institutions, including depository institutions, to maintain higher levels of capital. In the future, we may be required to maintain higher levels of capital, thus potentially reducing opportunities to invest capital into interest-earning assets, which could limit the profitable business operations available to us, and adversely impact our financial condition and results of operations.

If our information systems are interrupted or sustain a breach in security, those events may negatively affect our financial performance and reputation.

In conducting our business, we rely heavily on our information systems. Maintaining and protecting those systems and data is difficult and expensive, as is dealing with any failure, interruption, or breach in security of these systems, whether due to acts or omissions by us or by a third party, and whether intentional or not. Any such failure, interruption, or breach could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan, and other systems. A breach of our information security may result from fraudulent activity committed against us or our customers, resulting in financial loss to us or our customers, or privacy breaches against our customers. Such fraudulent activity may consist of check fraud, electronic fraud, wire fraud, “phishing”, social engineering, identity theft, or other deceptive acts. Such fraudulent activity could be heightened by geopolitical events, including the Russia/Ukraine conflict. The policies, procedures, and technical safeguards put in place by us to prevent or limit the effect of any failure, interruption, or security breach of our information systems and data may be insufficient to prevent or remedy the effects of any such occurrences. The occurrence of any failures, interruptions, or security breaches of our information systems, or those of our third party vendors, and data could damage our reputation, cause us to incur additional expenses, result in online services or other businesses becoming inoperable, subject us to regulatory sanctions or additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

Our business operations and interaction with customers are increasingly done via electronic means, and this has increased risks related to cyber security.

We are exposed to the risk of cyber-attacks in the ordinary course of our business. In general, cyber incidents can result from deliberate attacks or unintentional events. An increased level of attention in the industry is focused on cyber-attacks that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. To combat against these attacks, we have policies and procedures in place to prevent or limit the effect of the possible security breach of our information systems and we have insurance against some cyber-risks and attacks. While we have not incurred any material losses related to cyber-attacks, nor are we aware of any specific or threatened cyber-incidents as of the date of this report, we may incur substantial costs and suffer other negative consequences if we fall victim to successful cyber-attacks. Such negative consequences could include remediation costs, which may include liability for stolen assets or information and repairing system damage; deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants; lost revenues resulting from unauthorized use of proprietary information or the failure to retain or attract customers following an attack; litigation; and reputational damage adversely affecting customer or investor confidence.

We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.

 

We are subject to extensive regulation, supervision, and examination by federal and state banking authorities. Any change in applicable regulations or federal, state, or local legislation could have a substantial impact on us and our operations. Additional legislation and regulations that could significantly affect our powers, authority and operations may be enacted or adopted in the future, which could have a material adverse effect on our financial condition and

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results of operations. Further, regulators have significant discretion and authority to prevent or remedy unsafe or unsound practices or violations of laws by banks and bank holding companies in the performance of their supervisory and enforcement duties. The exercise of regulatory authority may have a negative impact on our results of operations and financial condition.

We are required to make a number of judgments in applying generally accepted accounting principles and different estimates and assumptions in the application of these standards could result in a decrease in capital and/or other material changes to our reports of financial condition and results of operations.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and reserve for unfunded lending commitments, the fair value of certain financial instruments (securities), income tax assets or liabilities (including deferred tax assets and any related valuation allowance), and share-based compensation. While we have identified those accounting policies that are considered critical and have procedures in place to facilitate the associated judgments, different assumptions in the application of these standards could result in a decrease to net income and, possibly, capital and may have a material adverse effect on our financial condition and results of operations. From time to time, the Financial Accounting Standards Board (“FASB”) and the SEC issues changes to or updated interpretations of the financial accounting and reporting guidance that governs the preparation of our financial statements. These changes are beyond our control, can be difficult to predict, and could materially impact how we report our financial condition and results of operations. We could be required to apply new or revised guidance retrospectively, which may result in the revision of prior financial statements by material amounts. The implementation of new or revised guidance could also result in material adverse effects to our reported capital.

Prior levels of market volatility were unprecedented and future volatility may have materially adverse effects on our liquidity and financial condition.

Starting in March 2020 the capital and credit markets have experienced extreme volatility and disruption. In some cases, the markets exerted downward pressure on stock prices, security prices, and credit availability for certain issuers without regard to their underlying financial strength. If such levels of market disruption and volatility return, there can be no assurance that we will not experience adverse effects, which may materially affect our liquidity, financial condition, and profitability.

Our banking subsidiary may be required to pay higher FDIC insurance premiums or special assessments which may adversely affect our earnings.

Poor economic conditions and the resulting bank failures from the most recent recession have stressed the Deposit Insurance Fund and increased the costs of our FDIC insurance assessments. Additional bank failures may prompt the FDIC to increase its premiums above the recently increased levels or to issue special assessments. We are generally unable to control the amount of premiums or special assessments that our banking subsidiary is required to pay for FDIC insurance. Any future changes in the calculation or assessment of FDIC insurance premiums may have a material adverse effect on our results of operations, financial condition, and our ability to continue to pay dividends on our common stock at the current rate or at all.

If we conclude that the decline in the value of any of our investment securities is other than temporary, we are required to write down the value of that security through a charge to earnings.

We review our investment securities portfolio at each quarter-end reporting period to determine whether the fair value of individual securities or the portfolio as a whole is below the current carrying value. When the fair value of any of our investment securities has declined below its carrying value, we are required to assess whether the decline is other than temporary. If we conclude that the decline is other than temporary, we are required to write down the value of that security through a charge to earnings. Due to the complexity of the calculations and assumptions used in determining whether an asset is impaired, the impairment disclosed, or lack thereof, may not accurately reflect the actual impairment in the future.


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Our financial performance may suffer if our information technology is unable to keep pace with our growth or industry developments.

Effective and competitive delivery of our products and services is increasingly dependent upon information technology resources and processes, both those provided internally as well as those provided through third party vendors. In addition to better serving customers, the effective use of technology increases efficiency and enables us to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services to enhance customer convenience, as well as to create additional efficiencies in our operations. Many of our competitors have greater resources to invest in technological improvements. Additionally, as technology in the financial services industry changes and evolves, keeping pace becomes increasingly complex and expensive for us. Our failure to timely and effectively implement technological advances could adversely affect our financial condition and results of operations.

We are highly reliant on third party vendors and our ability to manage the operational risks associated with outsourcing those services.

We rely on third parties to provide services that are integral to our operations. These vendors provide services that support our operations, including the storage and processing of sensitive consumer and business customer data, as well as our sales efforts. A cybersecurity breach of a vendor’s system may result in theft of our data or disruption of business processes. In most cases, we will remain primarily liable to our customers for losses arising from a breach of a vendor’s data security system. We rely on our outsourced service providers to implement and maintain prudent cybersecurity controls. We have procedures in place to assess a vendor’s cybersecurity controls prior to establishing a contractual relationship and to periodically review assessments of those control systems; however, these procedures are not infallible, and a vendor’s system can be breached despite the procedures we employ. We cannot be sure that we will be able to maintain these relationships on favorable terms. The loss of these vendor relationships could disrupt the services we provide to our customers and cause us to incur expense in connection with replacing these services.

The soundness of other financial institutions may adversely affect us.

Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients. Many of these transactions expose us to credit risk in the event of a default by a counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be readily realized or liquidated at prices sufficient to recover the full amount of the credit or derivative exposure due to us. Any such losses could have a material adverse effect on our financial condition and results of operations.

Risks Related to Our Common Stock 

The trading volume in our common stock is less than that of larger public companies, which can contribute to volatility in our stock price and adversely affect the liquidity of an investment in our common stock.

Our common stock is not traded on a security exchange.  Trades in our stock made by certain brokerage firms are reported on the OTCQX Market Tier of the OTC Markets, but trading in our stock is sporadic. The trading history of our common stock has been characterized by relatively low trading volume. This lack of an active public market means that the value of a shareholder’s investment in our common stock may be subject to sudden fluctuations, as individual trades have a greater effect on our reported trading price than would be the case in a broad public market with significant daily trading volume.

The market price of our common stock may also be subject to fluctuations in response to numerous other factors, including the factors discussed in this report, regardless of our actual operating performance. The possibility of such fluctuations occurring is increased due to the illiquid nature of the trading market of our common stock.  Therefore, a shareholder may be unable to sell our common stock at or above the price at which it was purchased, at or above the current market price, or at the time of his, her or its choosing.

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Our insiders control a substantial percentage of our stock and therefore have the ability to exercise significant control over our affairs.

 

As of December 31, 2021, our directors and executive officers beneficially owned in excess of 27% of our issued and outstanding common stock on a fully diluted basis.  Such persons, as a group, will have sufficient votes to strongly influence the outcome of all matters submitted to our shareholders, including the election of directors.  This concentration of ownership might also have the effect of delaying or preventing a change in control of our company.
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Our ability to pay dividends on our common stock, and principal and interest on our debt, depends primarily on dividends from our banking subsidiary, which is subject to regulatory limits.

Embassy Bancorp, Inc. is a bank holding company and its operations are conducted by its direct and indirect subsidiaries, primarily the Bank. Our ability to pay dividends on our common stock and principal and interest on our debt depends on our receipt of dividends from the Bank. Dividend payments from the Bank are subject to legal and regulatory limitations, generally based on net profits and retained earnings, imposed by the various banking regulatory agencies. The ability of the Bank to pay dividends is also subject to profitability, financial condition, liquidity, and capital management limits. There is no assurance that our subsidiary will be able to pay dividends in the future or that we will generate adequate cash flow to pay dividends in the future. Federal Reserve policy, which applies to us as a registered bank holding company, also provides that dividends by bank holding companies should generally be paid out of earnings from both the current period and a designated look-back period. Our failure to pay dividends on our common stock could have a material adverse effect on the market price of our common stock.

Provisions of our articles of incorporation and bylaws, Pennsylvania law, state and federal banking regulations, and our significant percentage of insider ownership, could act to delay or prevent a takeover by a third party.

 

Various Pennsylvania laws affecting business corporations may have the effect of discouraging offers to acquire us, even if the acquisition would be advantageous to our shareholders. By incorporating under Pennsylvania law, our board of directors owes its fiduciary duty solely to the corporation. As such, Pennsylvania law does require a director to act solely because of the effect such action might have on an acquisition or potential acquisition of control of the corporation or the consideration that might be offered or paid to shareholders in such an acquisition. Additionally, Pennsylvania law:

expands the factors and groups which a corporation’s board of directors can consider in determining whether an action is in the best interests of the corporation, including the effect of such action on its shareholders, employees, suppliers, customers, creditors and communities;

provides that a corporation’s board of directors need not consider the interests of any particular group (including the shareholders) as dominant or controlling;

provides that a corporation’s directors, in order to satisfy the presumption that they have acted in the best interests of the corporation, need not satisfy any greater obligation or higher burden of proof with respect to actions relating to an acquisition or potential acquisition of control; and

provides that actions relating to acquisitions of control that are approved by a majority of “disinterested directors” are presumed to satisfy the directors’ standard, unless it is proven by clear and convincing evidence that the directors did not assent to such action in good faith after reasonable investigation.

In addition, we have various anti-takeover measures in place under our articles of incorporation and bylaws, including a supermajority vote requirement for mergers, advance notice requirements for nominations for election of directors and the presentation of shareholder proposals at meetings of shareholders, a staggered Board of Directors, and the absence of cumulative voting.

Further, federal and state banking laws and regulations generally require filings and approvals prior to certain transactions that would result in a party acquiring control of our company.

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Any one or more of these laws or measures, particularly when coupled with the fact that our insiders hold approximately 27% of our voting shares, may impede the takeover of the Company and may prevent our shareholders from taking part in a transaction in which they could realize a premium over the current market price of our common stock.

 General Risk Factors

Our controls and procedures may fail or could be circumvented.

 

Management has implemented a series of internal controls, disclosure controls and procedures, and corporate governance policies and procedures in order to ensure accurate financial control and reporting. However, any system of controls, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that the objectives of the system are met. Any failure or circumvention of our controls and/or procedures could have a material adverse effect on our business and results of operation and financial condition.

Loss of our senior executive officers or other key employees could impair our relationship with our customers and adversely affect our business.

 

We have assembled a leadership management team which has substantial background and experience in banking and financial services in the markets we serve. Loss of these key personnel could negatively impact our earnings because of their skills, customer relationships and/or the potential difficulty of promptly replacing them.

Acts of terrorism, natural disasters, global climate change, pandemics and global conflicts may have a negative impact on our business and operations.

Acts of war or terrorism, natural disasters, global climate change, pandemics, global conflicts, geopolitical events, including the military tensions between Russia and Ukraine, or other similar events, or a combination of these factor or other factors, could have a negative impact on our business and operations. While we have in place business continuity plans, such events could still damage our facilities, disrupt or delay the normal operations of our business (including communications and technology), result in harm to or cause travel limitations on our employees, and have a similar impact on our clients, suppliers, third-party vendors and counterparties. These events also could impact us negatively to the extent that they result in reduced capital markets activity, lower asset price levels, or disruptions in general economic activity in the United States or abroad, or in financial market settlement functions. In addition, these or similar events may impact economic growth negatively, which could have an adverse effect on our business and operations, and may have other adverse effects on us in ways that we are unable to predict.

Negative public opinion could damage our reputation and adversely affect our earnings.

Reputational risk, or the risk to our earnings and capital from negative public opinion, is inherent in our business. Negative public opinion can result from the actual or perceived manner in which we conduct our business activities, including banking operations, our management of actual or potential conflicts of interest and ethical issues, and our protection of confidential client information. Negative public opinion can adversely affect our ability to keep and attract customers and can expose us to litigation and regulatory action. Although we take steps to minimize reputation risk in the way we conduct our business activities and deal with our customers, communities and vendors, these steps may not be effective.

If we need to, or are compelled to, raise additional capital in the future, that capital may not be available when it is needed and on terms favorable to current shareholders.

 

Federal banking regulators require us and our bank subsidiary to maintain adequate levels of capital to support our operations. These capital levels are determined and dictated by law, regulation, and bank regulatory agencies.  In addition, capital levels are also determined by our management and board of directors based on capital levels that they believe are necessary to support our business operations. As of December 31, 2021, all three capital ratios for us and our banking subsidiary were above “well capitalized” levels under current bank regulatory guidelines.

23

Embassy Bancorp, Inc.

Our ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside of our control, and on our financial performance.  Accordingly, we cannot assure you of our ability to raise additional capital on terms and time frames acceptable to us or to raise additional capital at all. If we cannot raise additional capital in sufficient amounts when needed, our ability to comply with regulatory capital requirements could be materially impaired. Additionally, the inability to raise capital in sufficient amounts may adversely affect our operations, financial condition, and results of operating.  Our ability to borrow could also be impaired by factors that are nonspecific to us, such as severe disruption of the financial markets or negative news and expectations about the prospects for the financial services industry as a whole as evidenced by recent turmoil in the domestic and worldwide credit markets.  If we raise capital through the issuance of additional shares of our common stock or other securities, we would likely dilute the ownership interests of current investors and could dilute the per share book value and earnings per share of our common stock. Furthermore, a capital raise through issuance of additional shares of common stock may have an adverse impact on our stock price. 

In October 2021, the Company obtained a $5.0 million unsecured revolving line of credit facility from the Atlantic Community Bankers Bank, in which funds can be down streamed to support the Bank.

Our common stock is equity and is subordinate to all of our existing and future indebtedness.

Shares of our common stock are equity interests in our company and do not constitute indebtedness.  As such, shares of our common stock rank junior to all indebtedness and other non-equity claims on us with respect to assets available to satisfy claims on us, including in a liquidation of us.  Also, our right to participate in a distribution of assets upon the Bank’s liquidation or reorganization is subject to the prior claims of the Bank’s creditors, including the preferred claims of the Bank’s depositors.

Our common stock is not insured by any governmental entity.

Our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in our common stock is inherently risky for the reasons described in this “Risk Factors” section. As a result, if you acquire our common stock, you may lose some or all of your investment.

Item 1B. UNRESOLVED STAFF COMMENTS.

None.

Item 2. PROPERTIES.

The Company, through the Bank, occupies ten (10) full-service banking offices in the Lehigh Valley:

Northampton County:

Hanover Township (includes administrative offices)

Lower Saucon Township

Lower Nazareth Township

Borough of Nazareth

Lehigh County:

South Whitehall Township

Salisbury Township

Lower Macungie Township

City of Bethlehem

Borough of Macungie

City of Allentown

24

Embassy Bancorp, Inc.

The Company currently leases nine (9) of its bank premises and leases the land at Borough of Macungie branch. The Borough of Macungie branch building is owned by the Company.

Item 3. LEGAL PROCEEDINGS.

The Company and the Bank are an occasional party to legal actions arising in the ordinary course of its business. In the opinion of management, the Company has adequate legal defenses and/or insurance coverage respecting any and each of these actions and does not believe that they will materially affect the Company’s operations or financial position.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.


‎

25

Embassy Bancorp, Inc.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a)Shares of Company common stock are traded over-the-counter and in privately negotiated transactions. The Company’s common stock is not listed on any national securities exchange.

Trades in Company common stock made by certain brokerage firms are reported on the OTCQX Market Tier of the OTC Markets under the symbol “EMYB”. The following table reflects high and low bid prices for shares of the Company’s common stock for the periods indicated, based upon information derived from www.otcmarkets.com.

2021

2020

High

Low

High

Low

First Quarter

$

16.75 

$

14.25 

$

19.15 

$

10.10 

Second Quarter

$

20.01 

$

16.50 

$

13.33 

$

10.10 

Third Quarter

$

21.20 

$

19.00 

$

13.00 

$

11.50 

Fourth Quarter

$

20.69 

$

19.16 

$

14.60 

$

12.09 

The above quotations may not reflect inter-dealer prices and should not be considered over-the-counter market quotations as that term is customarily used.

(b)As of March 11, 2022, there are approximately 888 owners of record of the common stock of the Company.

(c)On July 16, 2021, the Company paid $2,252,429 or $0.30 per share, in an annual cash dividend on its common stock. On September 30, 2020, the Company paid $1,644,063 or $0.22 per share, in an annual cash dividend on its common stock. As a general matter, cash available for dividend distribution to shareholders of the Company may come from dividends paid to the Company by the Bank, depending upon existing cash levels at the Company. See “Supervision and Regulation – Dividend Restrictions” in Item 1 of this report for a description of restrictions that may limit the Company’s ability to pay dividends on its common stock.

(d)The following table sets forth information about options outstanding under the Company’s shareholder approved Stock Incentive Plan, as of December 31, 2021:

Number of Shares

to be issued upon exercise of

outstanding options

Weighted average

exercise price of

outstanding options

Number of Shares

remaining available

for future issuance

Equity Compensation Plans and

Individual Employment Agreements

33,890

$ 8.15

430,507

(e)Sales of Securities.

None.


‎

26

Embassy Bancorp, Inc.

(f)Repurchase of Equity Securities.

The following table sets forth the number of shares of common stock repurchased by the Company, and the average paid for such shares, during the fourth quarter of 2021. The Company has not publicly announced any purchase plan or program.

Issuer Purchases of Equity Securities

Period

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

October 1 - 31, 2021

N/A

N/A

N/A

N/A

November 1 - 30, 2021

N/A

N/A

N/A

N/A

December 1 - 31, 2021

3,494

$

20.00

N/A

N/A

Item 6. [Reserved]

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis provides an overview of the consolidated financial condition and results of operations of the Company for the years ended December 31, 2021 and 2020. This discussion should be read in conjunction with the consolidated financial statements and notes to consolidated financial statements appearing elsewhere in this report.

Critical Accounting Estimates and Judgements

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), which require the Company to make estimates and assumptions. The Company believes that its determination of the allowance for loan losses involves a higher degree of judgment and complexity than the Company’s other significant accounting policies. Further, this estimate can be materially impacted by changes in market conditions or the actual or perceived financial condition of the Company’s borrowers, subjecting the Company to significant volatility of earnings.

A material estimate that is particularly susceptible to significant change is the determination of the allowance for loan losses. The Company maintains an allowance for loan losses that represents management’s estimate of the losses inherent in the loan portfolio as of the balance sheet date and recorded as a reduction of the investment in loans. The allowance for loan losses is established through the provision for loan losses, which is a charge against earnings. Provision for loan losses is made to reserve for estimated probable losses on loans. The allowance for loan losses is a significant estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as changes in the nature and volume of the loan portfolio, trends in actual and forecasted credit quality, including delinquency, charge-off and bankruptcy rates, and current economic conditions that may affect a borrower’s ability to pay. The use of different estimates or assumptions could produce different provision for loan losses. Management believes the allowance for loan losses is adequate and reasonable. For additional discussion concerning the Company’s allowance for loan losses and related matters, see “Provision for Loan Losses” and “Allowance for Loan Losses” in Notes 1 and 4 to the consolidated financial statements. Given the very subjective nature of identifying and valuing loan losses, it is likely that well-informed individuals could make materially different assumptions, and could, therefore calculate a materially different allowance value. While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in future years. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to recognize adjustments to the allowance based on their judgments of information available to them at the time of their examination.

27

Embassy Bancorp, Inc.

GENERAL

The Company is a Pennsylvania corporation organized in 2008 and registered as a bank holding company pursuant to the BHC Act. The Company was formed for purposes of acquiring the Bank in connection with the reorganization of the Bank into a bank holding company structure, which was consummated on November 11, 2008. Accordingly, the Company owns all of the capital stock of the Bank, giving the organization more flexibility in meeting its capital needs as the Company continues to grow.

The Bank, which is the Company’s primary operating subsidiary, was originally incorporated as a Pennsylvania bank on May 11, 2001 and opened its doors on November 6, 2001. It was formed by a group of local business persons and professionals with significant prior experience in community banking in the Lehigh Valley area of Pennsylvania, the Bank’s primary market area.

Since its inception, the Board’s philosophy has been that, by running the Bank with a view toward the long term, only good things will happen for the Bank’s customers, team members, shareholders, and the Lehigh Valley community.

OVERVIEW

The Company’s assets grew $191.2 million from $1.4 billion at December 31, 2020 to $1.6 billion at December 31, 2021. The increase was due to an increase of $37.8 million in cash and cash equivalents, a $179.3 million increase in securities available for sale, and an increase of $17.2 million in net loans receivable (excluding PPP loans); offset by a decrease of $45.8 million in net PPP loans receivable due to net loan forgiveness. The growth in securities available for sale and net loans receivable was primarily funded by deposits. The increase in cash and cash equivalents was primarily due to the forgiveness of PPP loans and an increase in deposits offset, in part, by Paycheck Protection Program Liquidity Facility (“PPPLF”) borrowings of $50.8 million paid off in full during the first quarter of 2021, purchases of available for sale securities, and funding of new loans.

Net loans receivable (excluding PPP loans) increased by $17.2 million to $1.10 billion at December 31, 2021 from $1.08 billion at December 31, 2020. The market continues to be very competitive and the Company is committed to maintaining a high-quality portfolio that returns a reasonable market rate. While the past and current economic and competitive conditions in the marketplace have created more competition for loans to credit-worthy customers, the Company continues to expand its market presence and continues to focus on developing a reputation as being a market leader in both commercial and consumer/mortgage lending. Management believes that this combination of relationship building, cross marketing and responsible underwriting will translate into continued long-term growth of a portfolio of quality loans and core deposit relationships, although there can be no assurance of this. The Company continues to monitor interest rate exposure of its interest-bearing assets and liabilities and believes that it is well positioned for any anticipated future market rate adjustments.

The Company's deposits grew $234.6 million from $1.2 billion at December 31, 2020 to $1.5 billion at December 31, 2021. The overall deposit growth was due to a highly effective relationship building, sales and marketing effort, which served to further increase the Company’s overall presence in the market it serves, along with deposit relationships developed as a result of cross-marketing efforts to its loan and other non-depository banking service customers. Also contributing to the growth is the increased usage of the Company’s online banking platform, competitively offered rates, the opening of a permanent branch office in Macungie and the opening of an office at 2002 West Liberty Street in Allentown, the continued convenience and efficiency of our branch network and branch personnel, and the injection of federal stimulus money into the economy from PPP funds and consumer stimulus payments. The Company also continues to capitalize on opportunities created by recent merger announcements, name changes, and competitive branch hour adjustments and/or closures in the Company’s market area, attracting customers looking to relocate to a local, reputable community bank.

The Company’s net income increased $4.0 million, or 31.0%, to $16.8 million in 2021 from $12.8 million in 2020. Diluted earnings per share increased to $2.22 in 2021 from $1.70 in 2020, and basic earnings per share increased to $2.23 in 2021 from $1.71 in 2020, respectively. The difference in net income for the year ended December 31, 2021 and December 31, 2020 resulted from increases in net interest income and a decrease in the provision for loan losses; offset by a slight decrease in non-interest income and an increase in non-interest expenses and income tax expense.

28

Embassy Bancorp, Inc.

The Company’s pre-tax net income for 2021 included $2.7 million of PPP loan interest and fees. At December 31, 2021, the Company had $165 thousand of PPP origination fees not yet recognized into income.

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

The majority of the Company’s earnings derives from net interest income, which is the difference between income earned on assets and the cost supporting those assets. The net interest margin is the ratio of net interest income to average earning assets. Earning assets are composed primarily of loans and investments, along with interest-bearing deposits with other banks. Interest-bearing deposits and borrowings make up the cost of funds. Non-interest bearing deposits and capital are other components representing funding sources. Changes in the volume and mix of assets and funding sources, along with the changes in yields earned and rates paid, determine changes in net interest income and net interest margin. The timing of deposit and loan growth also impacts net interest income.

Generally, changes in net interest income are measured by net interest rate spread and net interest margin. Interest rate spread is the mathematical difference between the average interest earned on earning assets and interest paid on interest bearing liabilities. Interest margin represents the net interest yield on earning assets. The interest margin gives a reader a better indication of asset earning results when compared to peer groups or industry standards.

The Company determines interest rate spread and margin on both US GAAP and tax equivalent basis. The use of tax equivalent basis in determining interest rate spread and margin is considered a non-US GAAP measure. The Company believes use of this measure provides meaningful information to the reader of the consolidated financial statements when comparing taxable and non-taxable assets. However, it is supplemental to US GAAP which is used to prepare the Company’s consolidated financial statements and should not be read in isolation or relied upon as a substitute for US GAAP measures. In addition, the non-US GAAP measure may not be comparable to non-US GAAP measures reported by other companies. The tax rate used to calculate the tax equivalent adjustments was 21% for 2021 and 2020.

2021 Compared to 2020

Total interest income for the year ended December 31, 2021 was $47.5 million, compared to $44.3 million for the year ended December 31, 2020. Average earning assets were $1.5 billion for the year ended December 31, 2021 as compared to $1.3 billion for the year ended December 31, 2020. The tax equivalent yield on average earning assets was 3.25% for the year ended December 31, 2021 compared to 3.54% for the year ended December 31, 2020.

Total interest expense for the year ended December 31, 2021 decreased $2.4 million to $4.0 million, as compared to $6.4 million for the year ended December 31, 2020. Average interest bearing liabilities were $1.1 billion for the year ended December 31, 2021 as compared to $948.6 million for the year ended December 31, 2020. The yield on average interest bearing liabilities was 0.37% and 0.68% for the year ended December 31, 2021 and December 31, 2020, respectively.

Net interest income increased $5.6 million, or 14.7%, to $43.5 million for the year ended December 31, 2021 as compared to $37.9 million for the year ended December 31, 2020. The improvement in net interest income is primarily the result of an increase in the interest and fee income from PPP loans, a decrease in the balance and rates of certificates of deposit and money markets, a decrease in the rates of interest bearing demand deposits, NOW, savings, and securities sold under agreement to repurchase. Also contributing to the improvement in net interest income for the year ended December 31, 2021 was an increase in the balances of taxable loans, taxable and non-taxable investments, federal funds sold, and interest bearing deposits with banks, and a decrease in interest expense from PPPLF borrowings. The improvements were offset, in part, by a decrease in the rates of taxable loans, taxable and non-taxable investments, fed funds sold and interest bearing deposits with banks, and an increase in the balance of interest bearing demand deposits, NOW, savings, securities sold under agreement to repurchase, and long-term FHLB borrowings. The Company’s net interest margin for the year ended December 31, 2021 was 2.96% on a US GAAP basis and 2.98% on a non-US GAAP basis, compared to 3.01% on a US GAAP basis and 3.03% on a non-US GAAP basis for the year ended December 31, 2020.

29

Embassy Bancorp, Inc.

The Company’s net interest margin was also affected by the balance of PPP loans, which bear interest at a rate of 1.0%, and PPPLF borrowings, which bore an interest rate of 0.35% and were paid off in early February 2021. The net interest margin on a tax equivalent (non-US GAAP) basis excluding PPP loans and PPP interest income and PPPLF borrowings interest expense for the year ended December 31, 2021 was 2.86%, compared to 3.04% for the year ended December 31, 2020.


‎

30

Embassy Bancorp, Inc.

The following table includes the average balances, interest income and expense and the average rates earned and paid for assets and liabilities for the periods presented. All average balances are daily average balances.

Average Balances, Rates and Interest Income and Expense

Year Ended December 31, 2021

Year Ended December 31, 2020

Average

Tax Equivalent

Average

Tax Equivalent

Balance

Interest

Yield

Balance

Interest

Yield

(Dollars in Thousands)

ASSETS

Loans - taxable (2)

$

1,101,030 

$

40,633 

3.69%

$

1,036,362 

$

40,473 

3.91%

Loans - Paycheck Protection Program

34,058 

2,747 

8.07%

42,930 

1,307 

3.04%

Loans - non-taxable (1)

6,302 

193 

3.88%

6,856 

210 

3.88%

Investment securities - taxable

177,719 

2,765 

1.56%

85,091 

1,353 

1.59%

Investment securities - non-taxable (1)

37,374 

1,014 

3.43%

27,698 

826 

3.77%

Federal funds sold

1,000 

-

0.04%

884 

2 

0.19%

Interest bearing deposits with banks

111,115 

154 

0.14%

60,234 

158 

0.26%

TOTAL INTEREST EARNING ASSETS

1,468,598 

47,506 

3.25%

1,260,055 

44,329 

3.54%

Less allowance for loan losses

(11,096)

(8,959)

Other assets

61,315 

54,253 

TOTAL ASSETS

$

1,518,817 

$

1,305,349 

LIABILITIES AND STOCKHOLDERS' EQUITY

Interest bearing demand deposits,
‎NOW and money market

$

225,658 

$

142 

0.06%

$

186,735 

$

440 

0.24%

Savings

635,626 

1,775 

0.28%

471,403 

1,508 

0.32%

Certificates of deposit

187,255 

1,962 

1.05%

227,907 

4,177 

1.83%

Securities sold under agreements to
‎   repurchase and other borrowings

27,520 

118 

0.43%

25,696 

159 

0.62%

Paycheck Protection Program Liquidity
‎   Facility borrowings

4,256 

15 

0.35%

36,837 

129 

0.35%

TOTAL INTEREST BEARING LIABILITIES

1,080,315 

4,012 

0.37%

948,578 

6,413 

0.68%

Non-interest bearing demand deposits

301,800 

231,384 

Other liabilities

18,794 

19,229 

Stockholders' equity

117,908 

106,158 

TOTAL LIABILITIES AND

STOCKHOLDERS' EQUITY

$

1,518,817 

$

1,305,349 

Net interest income

$

43,494 

$

37,916 

Tax equivalent adjustments:

Loans

51 

56 

Investments

270 

219 

Total tax equivalent adjustments

321 

275 

Net interest income on a tax equivalent basis

$

43,815 

$

38,191 

Net interest spread (US GAAP basis)

2.86%

2.84%

Net interest margin (US GAAP basis)

2.96%

3.01%

Net interest spread (non-US GAAP basis) (3)

2.88%

2.86%

Net interest margin (non-US GAAP basis) (3)

2.98%

3.03%

(1) Yields on tax exempt assets have been calculated on a fully tax equivalent basis at a tax rate of 21% as of December 31, 2021 and 2020, respectively.

(2) The average balance of taxable loans includes loans in which interest is no longer accruing.

(3) Non-US GAAP net interest spread and net interest margin calculated on a fully tax equivalent basis at a tax rate of 21% as of December 31, 2021 and 2020, respectively.

31

Embassy Bancorp, Inc.

The table below demonstrates the relative impact on net interest income of changes in the volume of interest-earning assets and interest-bearing liabilities and changes in rates earned and paid by the Company on such assets and liabilities.

2021 vs. 2020

Increase (decrease) due to changes in:

(In Thousands)

Volume

Rate

Total

Interest-earning assets:

Loans - taxable

$

2,525 

$

(2,365)

$

160 

Loans - Paycheck Protection Program

(270)

1,710 

1,440 

Loans - non-taxable

(17)

-

(17)

Investment securities - taxable

1,473 

(61)

1,412 

Investment securities - non-taxable

289 

(101)

188 

Federal funds sold

-

(2)

(2)

Interest bearing deposits with banks

133 

(137)

(4)

Total net change in income on

interest-earning assets

4,133 

(956)

3,177 

Interest-bearing liabilities:

Interest bearing demand deposits,

NOW and money market

92 

(390)

(298)

Savings

525 

(258)

267 

Certificates of deposit

(745)

(1,470)

(2,215)

Total deposits

(128)

(2,118)

(2,246)

Securities sold under agreements to

repurchase and other borrowings

11 

(52)

(41)

Paycheck Protection Program

Liquidity Facility borrowings

(114)

-

(114)

Total net change in expense on

interest-bearing liabilities

(231)

(2,170)

(2,401)

Change in net interest income

$

4,364 

$

1,214 

$

5,578 

Provision for Loan Losses

The allowance for loan losses is established through provisions for loan losses charged against income. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is maintained at a level management considers to be adequate to provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the allowance is based on 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 change. The Company has determined, because of the 100% SBA guarantee, that no allowance for loan losses is required on PPP loans.

32

Embassy Bancorp, Inc.

The allowance consists of general, specific, qualitative, and unallocated components. The general component covers non-classified loans and classified loans not considered impaired, and is based on historical loss experience adjusted for qualitative factors. The specific component relates to loans that are classified as impaired and/or restructured. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. An unallocated component is maintained to cover uncertainties that could affect management’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 portfolio. An allowance for loan losses is not maintained on loans designated as held for sale.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, 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. Management 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. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral-dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and home equity loans for impairment disclosures, unless such loans are the subject of a restructuring agreement or there is a possible loss expected.

For the year ended December 31, 2021, the provision for loan losses was $915 thousand, compared to $2.5 million for the year ended December 31, 2020. Gross loans, excluding PPP loans, grew $18.4 million, or 1.7%, in 2021 over 2020. During the year ended December 31, 2021, there were $4 thousand in charge-offs and $3 thousand in recoveries, as compared to no charge-offs and $28 thousand in recoveries for the year ended December 31, 2020. The provision for loan losses is a function of the allowance for loan loss methodology that the Bank uses to determine the appropriate level of the allowance for inherent loan losses after net charge-offs have been deducted. During the years ending December 31, 2021 and 2020, the Company adjusted the economic risk factor, loan modifications risk factor, and other external factor methodologies to incorporate the current economic implications, unemployment rates and amount of loan modifications due to the COVID-19 pandemic. See further discussion following in the “Credit Risk and Loan Quality” section of the Bank’s considerations of its December 31, 2021 allowance for loan loss levels. The allowance for loan losses as of December 31, 2021 was $11.5 million representing 1.04% of outstanding loans receivable (excluding PPP loans), as compared to $10.6 million as of December 31, 2020, representing 0.97% of outstanding loans receivable. Based principally on economic conditions, asset quality, and loan-loss experience, including that of comparable institutions in the Bank’s market area, the allowance is believed to be adequate to absorb any losses inherent in the portfolio. Because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate, or that material increases will not be necessary should the quality of the loans deteriorate. The Bank has not participated in any sub-prime lending activity.

Non-interest Income

Non-interest income is derived from the Company’s operations and represents primarily merchant and credit card processing fees, debit card interchange fees, service fees on deposit and loan relationships and income from bank owned life insurance. Non-interest income also may include net gains and losses from the sale of available for sale securities, loans, and other real estate owned.

Total non-interest income remained relatively flat at $2.4 million for the year ended December 31, 2021 and December 31, 2020. The slight decrease is, in part, attributable to a decrease in bank owned life insurance income of $323 thousand. The decrease in the bank owned life insurance income was driven by the effect market conditions had

33

Embassy Bancorp, Inc.

on underlying life insurance assets, particularly the separate account life insurance assets, offset by income on the $4.0 million of additional bank owned life insurance purchased during the fourth quarter of 2020. Additional decreases in non-interest income are attributable to a decrease of $104 thousand in gain on the sale of securities and a decrease of $59 thousand on the gain on sale of loans. The decrease was offset by an increase in merchant and credit card processing fees of $56 thousand, an increase in debit card interchange fees of $219 thousand, in part, due to less activity in the second quarter of 2020 from the COVID-19 pandemic and an expanding customer base, and an increase of $63 thousand in other service fees, in part, due to the Company waiving overdraft fees during part of the second quarter of 2020 due to the COVID-19 pandemic, wire fees, and an expanding customer base. There was also a gain on the sale of other real estate owned of $103 thousand during the year ended December 31, 2021. As the deposit customer account base continues to grow and the Company continues to mature and develop additional sources of fee income, non-interest income is expected to become a more significant contributor to the overall profitability of the Company. Currently, and unlike many in the industry, the Company does not derive additional non-interest fee income by selling its mortgages in the secondary market, nor does it offer trust or investment/brokerage services to its customers.

Non-interest Expense

Non-interest expenses represent the normal operating expenses of the Company. These expenses include salaries, employee benefits, occupancy, equipment, data processing, advertising and other expenses related to the overall operation of the Company.

Non-interest expenses for the year ended December 31, 2021 was $24.1 million, compared to $22.1 million for the year ended December 31, 2020. The increase in non-interest expenses is primarily due to an increase of $1.1 million, or 9.5%, over 2020, in salaries and employee benefits. The Company had a 10.4% increase in full-time equivalent employees from ninety-six (96) at December 31, 2020 to one hundred six (106) at December 31, 2021, respectively. The increase in the number of employees, together with the annual increases in salaries and benefits, increase in contributions to employee retirement plans, increase in employee taxes, increase in health insurance cost, increase in stock grant expense, and a decrease in deferred loan costs primarily associated with fewer PPP loan originations, offset by a decrease in non-qualified pension expense, resulted in an increase in overall salary and benefits. Additional increases in non-interest expenses are attributable to an increase of $357 thousand in occupancy and equipment due in part to the opening of the Macungie permanent branch in November 2020 and the opening and rent for the Company’s new branch office at 2002 West Liberty Street in Allentown, Pennsylvania, along with an increase in building repair and maintenance and equipment expense, an increase of $356 thousand in data processing due primarily to e-commerce, the expanding customer base, fees associated with PPP loan forgiveness and the implementation fees for the Company’s upcoming transition to a new online banking platform, an increase of $166 thousand in FDIC insurance due, in part, to FDIC credits applied in the first quarter of 2020 and an increase in the Company’s assessment base, a $51 thousand increase in loan and real estate expenses, and a $155 thousand increase in other expenses due, in part, to an increase in operating expenses, bank shares tax, director compensation, and debit card losses. These increases in non-interest expenses were offset, in part, by a decrease of $109 thousand in advertising and promotions from shifts in marketing strategies and less website and social media expense, less promotions, and less public relations expense.

A breakdown of other non-interest expenses is included in the Consolidated Statements of Income in the Consolidated Financial Statements included in Item 8 of this Report.

Income Taxes

The provision for income taxes was $4.1 million and $2.9 million for December 31, 2021 and December 31, 2020, respectively. The effective rate on income taxes for the years ended December 31, 2021 and 2020 was 19.5% and 18.6%, respectively. The increase in the tax rate is, in part, the result of change in the mix of taxable and tax free loans and investments and the decrease in income on bank owned life insurance.


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34

Embassy Bancorp, Inc.

FINANCIAL CONDITION

Securities

The Company’s securities portfolio is classified, in its entirety, as “available for sale.” Management believes that a portfolio classification of available for sale allows complete flexibility in the management of the investment portfolio. Using this classification, the Company intends to hold these securities for an indefinite amount of time, but not necessarily to maturity. Such securities are carried at fair value with unrealized gains or losses reported as a separate component of stockholders’ equity. The portfolio is structured to provide maximum return on investments while providing a consistent source of liquidity and meeting strict risk standards. The Company holds no high-risk, non-investment grade, securities or derivatives as of December 31, 2021.

The Company’s securities portfolio was $310.3 million at December 31, 2021, a $179.3 million increase from securities of $130.9 million at December 31, 2020. The Company’s securities have increased primarily due to purchases in the amount of $236.2 million, offset by a combination of investment principal pay-downs, maturities, and calls totaling $48.2 million, the sale of securities totaling $3.3 million, including a realized gain of $24 thousand, and a decrease in unrealized gains of $5.2 million. The carrying value of the securities portfolio as of December 31, 2021 includes a net unrealized loss of $1.5 million, which is recorded to accumulated other comprehensive income in stockholders’ equity net of income tax effect. This compares to a net unrealized gain of $3.7 million at December 31, 2020. The current unrealized loss position of the securities portfolio is due to changes in market interest rates since purchase. No securities are deemed to be other than temporarily impaired.

The following table sets forth the composition of the securities portfolio at fair value as of December 31, 2021 and 2020.

2021

2020

(In Thousands)

U.S. Treasury securities

$

-

$

9,998 

U.S. Government agency obligations

28,858 

39,036 

Municipal securities

61,104 

39,376 

U.S. Government sponsored enterprise (GSE)

- Mortgage-backed securities - commercial

530 

543 

U.S. Government sponsored enterprise (GSE)

- Mortgage-backed securities - residential

219,772 

41,987 

Total Securities Available for Sale

$

310,264 

$

130,940 


‎

35

Embassy Bancorp, Inc.

The following table presents the maturities and average weighted yields of the debt securities portfolio as of December 31, 2021 at fair value. Maturities of mortgage-backed securities are based on estimated life. Yields are based on amortized cost.

Securities by Maturities

1 year or Less

1-5 Years

5-10 Years

Over 10 Years

Total

Average

Average

Average

Average

Average

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

(Dollars In Thousands)

U.S. Government agency

obligations

$

-

-

$

28,858 

0.20%

$

-

-

$

-

-

$

28,858 

0.20%

Municipal securities

686 

3.35%

1,233 

2.90%

6,983 

3.18%

52,202 

2.99%

61,104 

3.01%

U.S. GSE - Mortgage-

backed securities-

     commercial

-

-

-

-

530 

2.39%

-

-

530 

2.39%

U.S. GSE - Mortgage-

backed securities-

     residential

-

-

22,145 

2.73%

36,979 

1.54%

160,648 

1.65%

219,772 

1.74%

Total Debt Securities

$

686 

3.35%

$

52,236 

1.34%

$

44,492 

1.81%

$

212,850 

1.98%

$

310,264 

1.85%

Loans

The loan portfolio comprises a major component of the Company’s earning assets. All of the Company’s loans are to domestic borrowers. Total net loans receivable (excluding PPP loans) at December 31, 2021 increased $17.2 million to $1.10 billion from $1.08 billion at December 31, 2020. The gross loan-to-deposit ratio (excluding PPP loans) decreased from 88% at December 31, 2020 to 76% at December 31, 2021. The Company’s loan portfolio (excluding PPP loans) at December 31, 2021 was comprised of residential real estate and consumer loans of $619.3 million, an increase of $42.3 million from December 31, 2020, and commercial loans of $488.7 million, a decrease of $23.9 million from December 31, 2020. The commercial loan decrease was caused, in large part, by several large non-PPP loan payoffs, in the month of December 2021, consisting of seven (7) loans totaling $15.3 million, due primarily to real estate investors taking advantage of favorable real estate values. The Company has not originated, nor does it intend to originate, sub-prime mortgage loans. As described in Note 2 to the consolidated financial statements, the Company is participating in the SBA PPP program to support the needs of its small business clients. PPP loans receivable at December 31, 2021 and December 31, 2020 was $8.6 million and $54.3 million, respectively. Including PPP loans receivable, the gross loan-to-deposit ratio was 76% and 93% at December 31, 2021 and December 31, 2020.

Payment accommodations related to COVID-19 assistance were in the form of short-term (six months or less) principal and/or interest deferrals and the loans were considered current at the time of the accommodation. These payment accommodations were made in accordance with Section 4013 of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus and the Company will not be categorizing these modifications as troubled debt restructurings. As of December 31, 2021, there are one hundred ninety-nine (199) loans totaling $116.4 million, for which the payment accommodation period has ended and have resumed payments under their original contractual terms.


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36

Embassy Bancorp, Inc.

The following table sets forth information on the composition of the loan portfolio by type at December 31, 2021 and 2020. All of the Company’s loans are to domestic borrowers.

December 31, 2021

December 31, 2020

Percentage of

Percentage of

Balance

total Loans

Balance

total Loans

(Dollars in Thousands)

Commercial real estate

$

440,655

39.77%

$

452,251

41.51%

Commercial construction

6,100

0.55%

12,176

1.12%

Commercial

41,923

3.78%

48,114

4.42%

Residential real estate

618,694

55.84%

576,437

52.90%

Consumer

642

0.06%

640

0.05%

Gross loans

1,108,014

100.00%

1,089,618

100.00%

Unearned origination costs

25

291

Allowance for loan losses

(11,484)

(10,570)

Net Loans

$

1,096,555

$

1,079,339

The following table shows the maturities of the commercial and consumer loan portfolios and the loans subject to interest rate fluctuations at December 31, 2021.

One Year or Less

After One Year Through Five Years

After Five Years Through Fifteen Years

After Fifteen Years

Total

(In Thousands)

Commercial real estate

$

32,069

$

257,088

$

151,305

$

193

$

440,655

Commercial construction

6,083

17

-

-

6,100

Commercial

8,895

24,020

8,544

464

41,923

Residential Real Estate

2,685

15,452

353,533

247,024

618,694

Consumer

36

531

14

61

642

$

49,768

$

297,108

$

513,396

$

247,742

$

1,108,014

Fixed Rates

$

26,983

$

293,690

$

513,382

$

232,930

$

1,066,985

Variable Rates

22,785

3,418

14

14,812

41,029

$

49,768

$

297,108

$

513,396

$

247,742

$

1,108,014

Credit Risk and Loan Quality

The allowance for loan losses increased $914 thousand to $11.5 million at December 31, 2021 from $10.6 million at December 31, 2020. At December 31, 2021 and December 31, 2020, the allowance for loan losses represented 1.03% and 0.92% of total loans receivable, respectively. At December 31, 2021 and December 31, 2020, the allowance for loan losses represented 1.04% and 0.97%, respectively, of total loans receivable excluding PPP loans, which are guaranteed by the SBA. During 2020, the Company adjusted the economic risk factor, loan modifications risk factor, and other external factor methodologies to incorporate the current economic implications, unemployment rates and amount of loan modifications due to the COVID-19 pandemic, leading to the increase in the allowance for loan losses as a percentage of non-PPP loans. During 2021, the Company again adjusted the other external factor methodology, due to uncertainty with the post COVID-19 pandemic economy, leading to a further increase in the allowance for loan losses as a percentage of non-PPP loans. In determining its allowance for loan loss level at December 31, 2021, the Company considered the health and composition of its loan portfolio going into and during the COVID-19 pandemic.

37

Embassy Bancorp, Inc.

All loans that received a CARES Act Section 4013 modification are provided additional qualitative reserve in the Company’s allowance for loan loss calculation. At December 31, 2021, approximately 96% of the Company’s loan portfolio is collateralized by real estate. Less than 5% of the Company’s loan portfolio is to borrowers in the more particularly hard-hit industries (including the travel and hotel industry, the full-service and limited-service restaurant industries, and the assisted living facilities industry) and the Company has no direct international exposure. The Company is not required to adopt the Current Expected Credit Losses (“CECL”) FASB accounting standard until 2023. Based upon current economic conditions, the composition of the loan portfolio, the perceived credit risk in the portfolio and loan-loss experience of the Company and comparable institutions in the Company’s market area, management feels the allowance is adequate to absorb reasonably anticipated losses. The Company will continue to evaluate the allowance for loan losses as new information becomes available.

In certain circumstances in which the Company has deemed it prudent for reasons related to a borrower’s financial condition, the Company has agreed to restructure certain loans (referred to as troubled debt restructurings). Troubled debt restructuring loans, which are considered non-performing loans, outstanding at December 31, 2021 and December 31, 2020 totaled $2.4 million and $2.6 million, respectively. Generally, a loan is classified as nonaccrual when it is determined that the collection of all or a portion of interest or principal is doubtful or when a default of interest or principal has existed for 90 days or more, unless the loan is well secured and in the process of collection. A non-performing loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. Non-accrual loans outstanding as of December 31, 2021 and December 31, 2020 totaled $242 thousand and $274 thousand, respectively. The Company’s non-performing loans to total loans receivable was 0.23% at December 31, 2021, compared to 0.25% at December 31, 2020. The Company’s nonperforming loans to total loans receivable excluding PPP loans was 0.23% at December 31, 2021, compared to 0.26% at December 31, 2020. During the year ended December 31, 2021, there were $4 thousand in charge-offs and $3 thousand in recoveries, as compared to no charge-offs and $28 thousand in recoveries for the year ended December 31, 2020. At December 31, 2021 and December 31, 2020 the Company had $217 thousand and zero, respectively, in recorded investment in consumer mortgage loans collateralized by residential real estate property that is in the process of foreclosure.

As of December 31, 2021 and 2020, the Company had no foreclosed assets. The details for the non-performing loans and assets are included in the following table:

December 31,

2021

2020

(Dollars In Thousands)

Non-accrual - commercial

$

-

$

-

Non-accrual - consumer

242 

274 

Restructured, accruing interest

2,337 

2,559 

Loans past due 90 or more days, accruing interest

-

-

Total nonperforming loans

2,579 

2,833 

Foreclosed assets

-

-

Total nonperforming assets

$

2,579 

$

2,833 

Nonperforming loans to total loans (excluding

PPP loans)

0.23%

0.26%

Nonperforming assets to total assets

0.16%

0.20%

Non-accrual loans to total loans (excluding PPP

loans)

0.02%

0.03%

Allowance to non-accrual loans

4745.45%

3857.66%

Net charge-offs (recoveries) to average loans

(excluding PPP loans)

0.00%

0.00%


‎

38

Embassy Bancorp, Inc.

Allowance for Loan Losses

Based upon current economic conditions, the composition of the loan portfolio and loan loss experience of comparable institutions in the Company’s market areas, an allowance for loan losses has been provided at 1.04% of outstanding loans receivable (excluding PPP loans). Based on its knowledge of the portfolio and current economic conditions, management believes that, as of December 31, 2021, the allowance is adequate to absorb reasonably anticipated losses. As of December 31, 2021, the Company had $3.5 million of impaired loans (defined as a loan that management feels probable the Company will be unable to collect all amounts according to the contractual terms of the loan agreement or loans considered to be troubled debt restructurings) compared to $3.6 million at December 31, 2020. Most of the Company’s impaired loans required no specific reserves due to adequate collateral. As of December 31, 2021, the Company had impaired loans of $1.1 million requiring a specific reserve of $164 thousand. As of December 31, 2020, the Company had impaired loans of $1.5 million requiring a specific reserve of $169 thousand.

The activity in the allowance for loan losses is shown in the following table, as well as period end loans receivable and the allowance for loan losses as a percent of the total loan portfolio (excluding PPP loans):

December 31,

2021

2020

(Dollars In Thousands)

Loans receivable at end of year

$

1,108,039

$

1,089,909

Allowance for loan losses:

Balance, beginning

$

10,570

$

8,022

Provision for loan losses

915

2,520

Loans charged off:

Commercial real estate

-

-

Commercial construction

-

-

Commercial

-

-

Residential real estate

(2)

-

Consumer

(2)

-

Total charged off

(4)

-

Recoveries of loans previously charged-off:

Commercial real estate

-

24

Commercial construction

-

-

Commercial

-

-

Residential real estate

3

4

Consumer

-

-

Total recoveries

3

28

Net charged off

(1)

28

Balance at end of year

$

11,484

$

10,570

Allowance for loan losses to loans

receivable at end of year

1.04%

0.97%


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39

Embassy Bancorp, Inc.

Allocation of the Allowance for Loan Losses

The following table details the allocation of the allowance for loan losses to various loan categories (excluding PPP loans) and the related percent of total loans in each category. While allocations have been established for particular loan categories, management considers the entire allowance to be available to absorb losses in any category.

December 2021

% of Total Loans

December 2020

% of Total Loans

(Dollars in Thousands)

Commercial real estate

$

4,400 

39.77%

$

4,379 

41.51%

Commercial construction

71 

0.55%

150 

1.12%

Commercial

1,328 

3.78%

848 

4.42%

Residential real estate

4,718 

55.84%

4,485 

52.90%

Consumer

14 

0.06%

14 

0.05%

Unallocated

953 

694 

Total Allowance for Loan Losses

$

11,484 

100.00%

$

10,570 

100.00%

Deposits

As growth continues, the Company expects that the principal sources of its funds will be deposits, consisting of demand deposits, NOW accounts, money market accounts, savings accounts, and certificates of deposit from the local market areas surrounding the Company’s offices. These accounts provide the Company with a source of fee income and a relatively stable source of funds.

Total deposits at December 31, 2021 were $1.5 billion, an increase of $234.6 million, or 19.0%, over total deposits of $1.2 billion as of December 31, 2020. The increase in the Company’s deposits was due to an increase of $102.1 million in demand, NOW and money market deposits and a $192.9 million increase in savings deposits; offset by a decrease of $60.3 million in time deposits. The growth in total deposits was due to organic growth of new and existing customers and the injection of federal stimulus money into the economy from PPP funds and consumer stimulus payments. The shift out of time deposits was primarily due to promotions rolling off into lower yielding demand and savings deposit accounts due to the current rate environment. The funds were primarily used to fund new loan growth, purchase securities, and to pay off PPPLF borrowings. The following table reflects the Company’s deposits by category for the periods indicated. All deposits are domestic deposits.

December 31, 2021

December 31, 2020

(In Thousands)

Demand, non-interest bearing

$

323,513

$

269,996

Demand, NOW and money market, interest bearing

248,401

199,845

Savings

739,637

546,784

Time, $250 and over

54,739

85,272

Time, other

100,735

130,482

Total deposits

$

1,467,025

$

1,232,379


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40

Embassy Bancorp, Inc.

The following table sets forth the average balance of the Company’s deposits and the average rates paid on those deposits:

December 31, 2021

December 31, 2020

Average

Average

Average

Average

Amount

Rate

Amount

Rate

(Dollars In Thousands)

Demand, NOW and money market,

interest bearing deposits

$

225,658 

0.06%

$

186,735 

0.24%

Savings

635,626 

0.28%

471,403 

0.32%

Certificates of deposit

187,255 

1.05%

227,907 

1.83%

Total interest bearing deposits

1,048,539 

0.37%

886,045 

0.69%

Non-interest bearing demand deposits

301,800 

231,384 

Total

$

1,350,339 

$

1,117,429 

The following table displays the maturities and the amounts of the Company’s certificates of deposit of $250,000 or more:

December 31, 2021

December 31, 2020

(In Thousands)

3 months or less

$

10,640 

$

20,942 

Over 3 through 6 months

17,170 

28,162 

Over 6 through 12 months

10,382 

22,357 

Over 12 months

16,547 

13,811 

Total

$

54,739 

$

85,272 

As a FDIC member institution, the Company’s deposits are insured to a maximum of $250,000 per depositor through the DIF that is administered by the FDIC and each institution is required to pay quarterly deposit insurance premium assessments to the FDIC.

Liquidity

 

Liquidity is a measure of the Company’s ability to meet the demands required for the funding of loans and to meet depositors’ requirements for use of their funds. The Company’s sources of liquidity are cash balances, due from banks, and federal funds sold. Cash and cash equivalents were $169.7 million at December 31, 2021, compared to $131.9 million at December 31, 2020. There are other sources of liquidity that are available to the Company, as well, including those described below.

Additional asset liquidity sources include principal and interest payments from investment securities, unpledged investment securities, and loan portfolios. Long-term liquidity needs may be met by selling unpledged securities available for sale, selling or participating loans, or raising additional capital. At December 31, 2021, the Company had $310.3 million of available for sale securities, compared to $130.9 million at December 31, 2020. Securities with carrying values of approximately $114.0 million and $98.7 million at December 31, 2021 and December 31, 2020, respectively, were pledged as collateral to secure securities sold under agreements to repurchase, public deposits, and for other purposes required or permitted by law.

At December 31, 2021, the Bank had a maximum borrowing capacity for short-term and long-term advances from the FHLB of approximately $717.6 million. This borrowing capacity with the FHLB includes a line of credit of $150.0 million. There were no short-term FHLB advances outstanding as of December 31, 2021 and December 31, 2020. There were $14.7 million in long-term FHLB advances outstanding as of December 31, 2021 and December 31, 2020. All FHLB borrowings are secured by qualifying assets of the Bank.

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Embassy Bancorp, Inc.

The Bank has a federal funds line of credit with the Atlantic Community Bankers Bank (“ACBB”) of $10.0 million, of which none was outstanding at December 31, 2021 and December 31, 2020. Advances from this line are unsecured.

As further described in Note 9, in October 2021, the Company obtained a $5.0 million unsecured revolving line of credit facility from the ACBB, of which none was outstanding at December 31, 2021.

As described in Note 2, the Bank had long-term PPPLF borrowings, term funding to depository institutions that originate loans to small businesses under the PPP, through the Federal Reserve Bank of Philadelphia of $50.8 million as of December 31, 2020. These borrowings were repaid in full in February 2021. All PPPLF borrowings were secured by PPP loans. PPP loans that were pledged to secure PPPLF extensions of credit are excluded from leverage ratio calculations.

Because of the composition of the Company’s balance sheet, its strong capital base, deposit growth, and borrowing capacity, the Company believes that it remains well positioned with respect to liquidity. While it is desirable to be liquid, it has the effect of a lower interest margin. The majority of the Company’s funds are invested in loans; however, a portion is invested in investment securities that generally carry a lower yield. The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or capital resources.

Off-Balance Sheet Arrangements

The Company’s consolidated financial statements do not reflect various off-balance sheet arrangements that are made in the normal course of business, which may involve some liquidity risk. These commitments consist of unfunded loans, lines of credit, and letters of credit made under the same standards as on-balance sheet loan instruments. These off-balance sheet arrangements at December 31, 2021 and December 31, 2020 totaled $164.7 million and $140.8 million, respectively. Because these instruments have fixed maturity dates, and because many of them will expire without being drawn upon, they do not generally present any significant liquidity risk to the Company. For further information see Note 5. Management is of the opinion that the Company’s liquidity is sufficient to meet its anticipated needs. Management will continue to evaluate the Company’s liquidity position for changes caused by the COVID-19 pandemic.

Capital Resources and Adequacy

Total stockholders’ equity was $122.5 million as of December 31, 2021, representing a net increase of $10.3 million from December 31, 2020. The increase in capital was primarily the result of the net income of $16.8 million and an increase in common stock of $51 thousand and an increase in surplus of $558 thousand due to restricted stock grants, the exercise of stock options, and employee stock purchases with compensation expense, offset by dividends paid of $2.3 million, a decrease of $4.1 million in unrealized gains on available for sale securities, and treasury stock repurchases of $670 thousand.

The Company and the Bank are subject to various regulatory capital requirements administered by banking regulators. Failure to meet minimum capital requirements can initiate certain actions by regulators that could have a material adverse effect on the consolidated financial statements.

The regulations require that banks maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and Tier 1 capital to average assets (as defined). As of December 31, 2021, the Bank met the minimum requirements. In addition, the Bank’s capital ratios exceeded the amounts required to be considered “well capitalized” as defined in the regulations.


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42

Embassy Bancorp, Inc.

The following table provides a comparison of the Bank’s risk-based capital ratios and leverage ratios:

December 31, 2021

December 31, 2020

(Dollars In Thousands)

Tier 1, common stockholders' equity

$

123,520 

$

109,013 

Tier 2, allowable portion of allowance for loan losses

11,484 

10,570 

Total capital

$

135,004 

$

119,583 

Common equity tier 1 capital ratio

12.8%

11.9%

Tier 1 risk based capital ratio

12.8%

11.9%

Total risk based capital ratio

14.0%

13.1%

Tier 1 leverage ratio

7.7%

8.1%

Note: Unrealized gains on securities available for sale are excluded from regulatory capital components of risk-based capital and leverage ratios.

In addition to the risk-based capital guidelines, the federal banking regulators established minimum leverage ratio (Tier 1 capital to total assets) guidelines for bank holding companies. These guidelines provide for a minimum leverage ratio of 3% for those bank holding companies which have the highest regulatory examination ratings and are not contemplating or experiencing significant growth or expansion. All other bank holding companies are required to maintain a leverage ratio of at least 4%.

The capital ratios to be considered “well capitalized” under the new capital rules are: common equity of 6.5%, Tier 1 leverage of 5%, Tier 1 risk-based capital of 8%, and Total Risk-Based capital of 10%.

The Company qualifies as a small bank holding company and is not subject to the Federal Reserve’s consolidated capital rules, although an institution that so qualifies may continue to file reports that include such capital amounts and ratios.  The Company has elected to continue to report those amounts and ratios.

The following table provides the Company’s risk-based capital ratios and leverage ratios:

December 31, 2021

December 31, 2020

(Dollars In Thousands)

Tier 1, common stockholders' equity

$

123,709 

$

109,237 

Tier 2, allowable portion of allowance for loan losses

11,484 

10,570 

Total capital

$

135,193 

$

119,807 

Common equity tier 1 capital ratio

12.9%

12.0%

Tier 1 risk based capital ratio

12.9%

12.0%

Total risk based capital ratio

14.0%

13.1%

Tier 1 leverage ratio

7.7%

8.1%

Note: Unrealized gains on securities available for sale are excluded from regulatory capital components of risk-based capital and leverage ratios.

43

Embassy Bancorp, Inc.

Interest Rate Risk Management

A principal objective of the Company’s asset/liability management policy is to minimize the Company’s exposure to changes in interest rates by an ongoing review of the maturity and repricing of interest-earning assets and interest-bearing liabilities. The Asset Liability Committee (ALCO), which meets as part of the Board of Directors meeting, oversees this review, which establishes policies to control interest rate sensitivity. Interest rate sensitivity is the volatility of a company’s earnings resulting from a movement in market interest rates. The Company monitors rate sensitivity in order to reduce vulnerability to interest rate fluctuations while maintaining adequate capital levels and acceptable levels of liquidity. The Company’s asset/liability management policy, monthly and quarterly financial reports, along with simulation modeling, supplies management with guidelines to evaluate and manage rate sensitivity.


‎

44

Embassy Bancorp, Inc.

GAP, a measure of the difference in volume between interest bearing assets and interest bearing liabilities, is a means of monitoring the sensitivity of a financial institution to changes in interest rates. The chart below provides an indicator of the rate sensitivity of the Company. NOW and savings accounts are categorized by their respective estimated decay rates. The Company is asset sensitive, which means that if interest rates fall, interest income will fall faster than interest expense and net interest income will likely decrease. If interest rates rise, interest income will rise faster than interest expense and net interest income will likely increase. The Company continues to monitor interest rate exposure of its interest bearing assets and liabilities and believes that it is well positioned for any future market rate adjustments.

Over 3

Over 1

Over 3

0 to 3

Months to

Year to

Years to

Over 5

Months

12 Months

3 Years

5 Years

Years

Total

(In Thousands)

Interest-earning assets

Federal funds sold and interest-

bearing deposits

$

154,448 

$

-

$

-

$

-

$

-

$

154,448 

Investment securities

8,989 

17,825 

65,234 

35,636 

184,004 

311,688 

Loans receivable, gross

64,147 

130,633 

247,269 

196,823 

469,167 

1,108,039 

Loans receivable – PPP, gross

29 

89 

233 

8,217 

-

8,568 

Total interest-earning assets

227,613 

148,547 

312,736 

240,676 

653,171 

1,582,743 

Interest-bearing liabilities

NOW and money market accounts

15,907 

41,135 

74,740 

49,502 

67,117 

248,401 

Savings

47,388 

124,676 

233,181 

137,232 

197,160 

739,637 

Certificates of deposit

26,290 

76,197 

49,264 

3,723 

-

155,474 

Other borrowed funds

14,651 

-

-

-

-

14,651 

Repurchase agreements

and federal funds purchased

11,252 

-

-

-

-

11,252 

Total interest-bearing liabilities

115,488 

242,008 

357,185 

190,457 

264,277 

1,169,415 

GAP

$

112,125 

$

(93,461)

$

(44,449)

$

50,219 

$

388,894 

$

413,328 

CUMULATIVE GAP

$

112,125 

$

18,664 

$

(25,785)

$

24,434 

$

413,328 

GAP TO INTEREST EARNING

ASSETS

7.08%

-5.91%

-2.81%

3.17%

24.57%

CUMULATIVE GAP TO

INTEREST EARNING ASSETS

7.08%

1.18%

-1.63%

1.54%

26.11%


‎

45

Embassy Bancorp, Inc.

Based on a twelve-month forecast of the balance sheet, the following table sets forth our interest rate risk profile at December 31, 2021. For income simulation purposes, personal and business savings accounts reprice every three months, personal and business NOW accounts reprice every four months and personal and business money market accounts reprice every two months. The impact on net interest income, illustrated in the following table, would vary if different assumptions were used or if actual experience differs from that indicated by the assumptions.

Change in Interest Rates

Percentage Change in Net Interest Income

Down 100 basis points

-1.3%

Down 200 basis points

-2.7%

Up 100 basis points

1.6%

Up 200 basis points

3.1%

Return on Assets and Equity

For the year ended December 31, 2021, the return on average assets was 1.11% the return on average equity was 14.24% and the ratio of average shareholders’ equity to average total assets was 7.76%.

For the year ended December 31, 2020, the return on average assets was 0.98% the return on average equity was 12.07% and the ratio of average shareholders’ equity to average total assets was 8.13%.

Dividend Payout Ratio

For the years ended December 31, 2021 and 2020, the dividend payout ratio was 13.42% and 12.83%, respectively.

Effects of Inflation

The majority of assets and liabilities of the Company are monetary in nature, and therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. The precise impact of inflation upon the Company is difficult to measure. Inflation may affect the borrowing needs of consumers, thereby impacting the growth rate of the Company’s assets. Inflation may also affect the general level of interest rates, which can have a direct bearing on the Company.


‎

46

Embassy Bancorp, Inc.

47

Embassy Bancorp, Inc.

Management Report on Internal Controls Over Financial Reporting

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures, as defined in SEC Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, the Company’s disclosure controls and procedures are effective. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that, as of December 31, 2021, the Company’s internal control over financial reporting is effective based on those criteria.

/s/

/s/ David M. Lobach, Jr.

/s/ Judith A. Hunsicker

David M. Lobach, Jr.

Judith A. Hunsicker

Chairman, President and

First Executive Officer, Chief Operating

Chief Executive Officer

Officer, Secretary and Chief Financial

March 18, 2022

Officer

March 18, 2022

48

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Embassy Bancorp, Inc. and Subsidiary:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Embassy Bancorp, Inc. and Subsidiary (Company) as of December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Loan Losses – General Component Qualitative Factors

As discussed in Notes 1 and 4 to the consolidated financial statements, the allowance for loan losses is established through a provision for loan losses and represents an amount, which, in management’s judgment, will be adequate to absorb losses in the loan portfolio. The Company’s allowance for loan losses was $11.5 million at December 31, 2021 and consists of specific and general components of $164 thousand and $11.3 million, respectively. Management develops the general component based on historical loan loss experience adjusted for qualitative factors not reflected in the historical loss experience. Historical loss ratios are measured using the average charge-off ratio for the most recent rolling four years plus current year to date. The qualitative factors used by the Company include factors such as national and local economic conditions, levels of and trends in delinquency rates, classified, and nonaccrual loans, quality of the loan review system,

49

trends in volumes and terms of loans, changes in lending policies, lending personnel, and collateral, concentrations in loan types, industry, and geography as well as other external factors, including regulatory risk. The adjustments for qualitative factors require a significant amount of judgment by management and involve a high degree of estimation uncertainty.

We identified the qualitative factor component of the allowance for loan losses as a critical audit matter as auditing the underlying qualitative factors required significant auditor judgment as amounts determined by management rely on analysis that is highly subjective and includes significant estimation uncertainty.

 

Our audit procedures related to the qualitative factor component of the allowance for loan losses included the following, among others:

Obtaining an understanding of the relevant controls related to the allowance for loan losses and testing such controls for design and operating effectiveness, including controls related to management’s determination and review of the qualitative factors, and the completeness and accuracy of data used in determining qualitative factors.

Testing of the completeness and accuracy of data used by management in determining qualitative factor adjustments by agreeing to internal and external source data.

Analytically reviewing the qualitative factors to prior periods for directional consistency.

Testing of the mathematical accuracy of the allowance calculation, including the calculation of the qualitative factor component.

Evaluating the reasonableness of management’s conclusions regarding the appropriateness of the qualitative factor adjustments when compared to the underlying internal and external source data

/s/ Baker Tilly US, LLP

We have served as the Company’s auditor since 2001.

Allentown, Pennsylvania

March 18, 2022

50

Embassy Bancorp, Inc.

Consolidated Balance Sheets

December 31,

December 31,

ASSETS

2021

2020

(In Thousands, Except Share Data)

Cash and due from banks

$

15,244

$

14,528

Interest bearing demand deposits with banks

153,448

116,379

Federal funds sold

1,000

1,000

Cash and Cash Equivalents

169,692

131,907

Securities available for sale

310,264

130,940

Restricted investment in bank stock

1,424

1,330

Loans receivable, net of allowance for loan losses of $11,484 in 2021; $10,570 in 2020

1,096,555

1,079,339

Paycheck Protection Program loans receivable

8,568

54,334

Premises and equipment, net of accumulated depreciation

3,994

3,346

Bank owned life insurance

25,796

25,189

Accrued interest receivable

2,603

3,136

Other assets

14,298

12,509

Total Assets

$

1,633,194

$

1,442,030

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:

Deposits:

Non-interest bearing

$

323,513

$

269,996

Interest bearing

1,143,512

962,383

Total Deposits

1,467,025

1,232,379

Securities sold under agreements to repurchase

11,252

13,612

Long-term borrowings

14,651

14,651

Paycheck Protection Program Liquidity Facility borrowings

-

50,794

Accrued interest payable

652

1,640

Other liabilities

17,099

16,780

Total Liabilities

1,510,679

1,329,856

Stockholders' Equity:

Common stock, $1 par value; authorized 20,000,000 shares;

2021 issued 7,687,919 shares; outstanding 7,541,776 shares;

2020 issued 7,637,216 shares; outstanding 7,528,967 shares

7,688

7,637

Surplus

26,963

26,405

Retained earnings

91,493

76,960

Accumulated other comprehensive (loss) income

(1,194)

2,937

Treasury stock, at cost: 146,143 and 108,249 shares at December 31, 2021 and

December 31, 2020, respectively

(2,435)

(1,765)

Total Stockholders' Equity

122,515

112,174

Total Liabilities and Stockholders' Equity

$

1,633,194

$

1,442,030

See notes to consolidated financial statements.


‎

51

Embassy Bancorp, Inc.

Consolidated Statements of Income

Year Ended December 31,

2021

2020

INTEREST INCOME

(In Thousands, Except Per Share Data)

Loans, including fees

$

40,826

$

40,683

Paycheck Protection Program loans, including fees

2,747

1,307

Securities, taxable

2,765

1,353

Securities, non-taxable

1,014

826

Short-term investments, including federal funds sold

154

160

Total Interest Income

47,506

44,329

INTEREST EXPENSE

Deposits

3,879

6,125

Securities sold under agreements to repurchase and

federal funds purchased

8

18

Short-term borrowings

-

51

Long-term borrowings

110

90

Paycheck Protection Program Liquidity Facility borrowings

15

129

Total Interest Expense

4,012

6,413

Net Interest Income

43,494

37,916

PROVISION FOR LOAN LOSSES

915

2,520

Net Interest Income after
‎   Provision for Loan Losses

42,579

35,396

OTHER NON-INTEREST INCOME

Merchant and credit card processing fees

321

265

Debit card interchange fees

866

647

Other service fees

479

416

Bank owned life insurance

607

930

Gain on sale of securities

24

128

Gain on sale of other real estate owned

103

-

Gain on sale of loans

-

59

Total Other Non-Interest Income

2,400

2,445

OTHER NON-INTEREST EXPENSES

Salaries and employee benefits

12,149

11,098

Occupancy and equipment

3,680

3,323

Data processing

2,941

2,585

Advertising and promotion

987

1,096

Professional fees

834

846

FDIC insurance

555

389

Loan & real estate

302

251

Charitable contributions

871

869

Other

1,808

1,653

Total Other Non-Interest Expenses

24,127

22,110

Income before Income Taxes

20,852

15,731

INCOME TAX EXPENSE

4,066

2,921

Net Income

$

16,786

$

12,810

BASIC EARNINGS PER SHARE

$

2.23

$

1.71

DILUTED EARNINGS PER SHARE

$

2.22

$

1.70

DIVIDENDS PER SHARE

$

0.30

$

0.22

See notes to consolidated financial statements.
‎

52

Embassy Bancorp, Inc.

Consolidated Statements of Comprehensive Income

Year Ended December 31,

2021

2020

(In Thousands)

Net Income

$

16,786

$

12,810

Change in Accumulated Other Comprehensive (Loss) Income:

Unrealized holding (loss) gain

on securities available for sale

(5,205)

2,149

Less: reclassification adjustment

for realized gains

(24)

(128)

(5,229)

2,021

Income tax effect

1,098

(424)

Net unrealized (loss) gain

(4,131)

1,597

Other comprehensive (loss) income, net of tax

(4,131)

1,597

Comprehensive Income

$

12,655

$

14,407

See notes to consolidated financial statements.

53

Embassy Bancorp, Inc.

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2021 and 2020

Common Stock

Surplus

Retained Earnings

Accumulated Other Comprehensive (Loss) Income

Treasury Stock

Total

(In Thousands, Except Share and Per Share Data)

BALANCE - DECEMBER 31, 2019

$

7,544

$

25,937

$

65,794

$

1,340

$

(1,000)

$

99,615

Net income

-

-

12,810

-

-

12,810

Other comprehensive income, net of tax

-

-

-

1,597

-

1,597

Dividend declared and paid, $0.22 per share

-

-

(1,644)

-

-

(1,644)

Exercise of stock options, 52,611 shares

52

316

-

-

-

368

Stock tendered for funding exercise of

stock options, 11,144 shares

(11)

(145)

-

-

-

(156)

Common stock grants to directors,

12,757 shares

13

135

-

-

-

148

Common stock grants to officers, 34,429 shares

and compensation expense recognized on

stock grants, net of unearned compensation

expense of $758

34

104

-

-

-

138

Shares issued under employee stock purchase
‎   plan, 5,039 shares

5

58

-

-

-

63

Purchase treasury stock, 40,000 shares

at $18.00 per share and 3,202 shares at

$14.00 per share

-

-

-

-

(765)

(765)

BALANCE - DECEMBER 31, 2020

$

7,637

$

26,405

$

76,960

$

2,937

$

(1,765)

$

112,174

BALANCE - DECEMBER 31, 2020

$

7,637

$

26,405

$

76,960

$

2,937

$

(1,765)

$

112,174

Net income

-

-

16,786

-

-

16,786

Other comprehensive loss, net of tax

-

-

-

(4,131)

-

(4,131)

Dividend declared and paid, $0.30 per share

-

-

(2,253)

-

-

(2,253)

Exercise of stock options, 29,742 shares

30

178

-

-

-

208

Stock tendered for funding exercise of

stock options, 4,600 shares

(4)

(88)

-

-

-

(92)

Common stock grants to directors,

12,009 shares

12

174

-

-

-

186

Common stock grants to officers, 10,298 shares

and compensation expense recognized on

stock grants, net of unearned compensation

expense of $718

10

236

-

-

-

246

Shares issued under employee stock purchase
‎   plan, 3,254 shares

3

58

-

-

-

61

Purchase treasury stock, 25,000 shares

at $16.65 per share, 9,400 shares at $19.60

per share, and 3,494 at $20.00 per share

-

-

-

-

(670)

(670)

BALANCE - DECEMBER 31, 2021

$

7,688

$

26,963

$

91,493

$

(1,194)

$

(2,435)

$

122,515

See notes to consolidated financial statements.


‎

54

Embassy Bancorp, Inc.

Consolidated Statements of Cash Flows

Year Ended December 31,

2021

2020

(In Thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

16,786 

$

12,810 

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loan losses

915 

2,520 

Amortization of deferred loan costs

136 

269 

Accretion of deferred Paycheck Protection Program loan fees

(2,388)

(862)

Depreciation

864 

760 

Net amortization of investment security premiums and discounts

65 

492 

Stock compensation expense

432 

286 

Net realized gain on sale of other real estate owned

(103)

-

Income on bank owned life insurance

(607)

(930)

Deferred income taxes

(258)

(558)

Realized gain on sale of securities available for sale

(24)

(128)

Loans originated for sale

-

(689)

Proceeds from sale of loans

-

748 

Realized gain on sale of loans

-

(59)

Decrease (increase) in accrued interest receivable

533 

(1,088)

Decrease in other assets

800 

1,827 

Decrease in accrued interest payable

(988)

(1,641)

Decrease in other liabilities

(914)

(123)

Net Cash Provided by Operating Activities

15,249 

13,634 

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of securities available for sale

(236,159)

(144,744)

Maturities, calls and principal repayments of securities available for sale

48,232 

102,267 

Proceeds from sales of securities available for sale

3,333 

4,023 

Net increase in loans

(18,279)

(76,011)

Net decrease (increase) in Paycheck Protection Program loans

48,154 

(53,472)

Net (purchase) redemption of restricted investment in bank stock

(94)

148 

Purchase of bank owned life insurance

-

(4,000)

Proceeds from sale of other real estate owned

115 

-

Purchases of premises and equipment

(1,512)

(1,983)

Net Cash Used in Investing Activities

(156,210)

(173,772)

CASH FLOWS FROM FINANCING ACTIVITIES

Net increase in deposits

234,646 

200,411 

Net (decrease) increase in securities sold under agreements to repurchase

(2,360)

6,404 

Proceeds from Employee Stock Purchase Plan

61 

63 

Decrease in short-term borrowed funds

-

(18,067)

Proceeds from long-term borrowed funds

-

14,651 

Proceeds from Paycheck Protection Program Liquidity Facility borrowed funds

-

62,039 

Repayment of Paycheck Protection Program Liquidity Facility borrowed funds

(50,794)

(11,245)

Purchase of treasury stock

(670)

(765)

Exercise of stock options, net of payment for stock tendered

116 

212 

Dividends paid

(2,253)

(1,644)

Net Cash Provided by Financing Activities

178,746 

252,059 

Net Increase in Cash and Cash Equivalents

37,785 

91,921 

CASH AND CASH EQUIVALENTS - BEGINNING

131,907 

39,986 

CASH AND CASH EQUIVALENTS - ENDING

$

169,692 

$

131,907 

55

Embassy Bancorp, Inc.

Consolidated Statements of Cash Flows

SUPPLEMENTARY CASH FLOWS INFORMATION

Interest paid

$

5,000 

$

8,054 

Income taxes paid

$

4,634 

$

3,242 

Non-cash Investing and Financing Activities:

Other real estate acquired in settlement of loans

$

12 

$

-

Right of use assets obtained in exchange for new operating lease liabilities

$

1,233 

$

923 

See notes to consolidated financial statements.


‎

56

Embassy Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

Principles of Consolidation and Nature of Operations

Embassy Bancorp, Inc. (the “Company”) is a Pennsylvania corporation organized in 2008 and registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Company was formed for purposes of acquiring Embassy Bank For The Lehigh Valley (the “Bank”) in connection with the reorganization of the Bank into a bank holding company structure, which was consummated on November 11, 2008. Accordingly, the Company owns all of the capital stock of the Bank, giving the organization more flexibility in meeting its capital needs as the Company continues to grow.

The Bank, which is the Company’s principal operating subsidiary, was originally incorporated as a Pennsylvania bank on May 11, 2001 and opened its doors on November 6, 2001. It was formed by a group of local business persons and professionals with significant prior experience in community banking in the Lehigh Valley area of Pennsylvania, the Bank’s primary market area.

Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of other-than-temporary impairment on available for sale debt securities, and the determination of the allowance for loan losses.

Concentrations of Credit Risk

Most of the Company’s activities are with customers located in the Lehigh Valley area of Pennsylvania. Note 3 discusses the types of securities in which the Company invests. The concentrations of credit by type of loan are set forth in Note 4. The Company does not have any significant concentrations to any one specific industry or customer, with the exception of lending activity to a broad range of lessors of residential and non-residential real estate within the Lehigh Valley. Although the Company has a diversified loan portfolio, its debtors’ ability to honor their contracts is influenced by the region’s economy.

Presentation of Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing demand deposits with banks, and federal funds sold. Generally, federal funds are purchased or sold for less than one week periods.

Securities

Securities classified as available for sale are those securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Securities available for sale are carried at fair value. Any decision to sell a security classified as available for sale would be based on various factors, including significant movement in interest rates, changes in maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors. Unrealized gains and losses are reported as increases or decreases in other comprehensive income. Realized gains or losses, determined on the basis of the cost of the specific securities sold, are included in earnings. Premiums and discounts are recognized in interest income using the interest method over the terms of the securities.

57

Embassy Bancorp, Inc.

Other-than-temporary accounting guidance specifies that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. The Company recognized no other-than-temporary impairment charges during the years ended December 31, 2021 and 2020.

Restricted Investments in Bank Stock

Restricted investments in bank stock consist of FHLBank Pittsburgh (“FHLB”) stock and Atlantic Community Bankers Bank (“ACBB”) stock. The restricted stocks have no quoted market value and are carried at cost. Federal law requires a member institution of the FHLB to hold stock of its district FHLB according to a predetermined formula.

Management evaluates the FHLB and ACBB restricted stock for impairment. 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. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the issuer as compared to the capital stock amount for the issuer and the length of time this situation has persisted, (2) commitments by the issuer to make payments required by law or regulation and the level of such payments in relation to the operating performance of the issuer, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the issuer.

Management believes no impairment charge is necessary related to the FHLB or ACBB restricted stock as of December 31, 2021. No impairment charge was taken related to the FHLB or ACBB restricted stock as of December 31, 2020.

Loans Receivable

Loans 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, net of any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield using the effective interest method.  Premiums and discounts on purchased loans are amortized as adjustments to interest income using the effective interest method.  Delinquency fees are recognized in income when collected.

As described in Note 2, the Company originated Paycheck Protection Program (“PPP”) loans as part of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and subsequent 2021 Consolidated Appropriations Act (“CAA”). The non-PPP loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following classes: commercial real estate, commercial construction and commercial. Consumer loans consist of the following classes: residential real estate and other consumer loans.

The Company makes commercial loans for real estate development and other business purposes required by the customer base. The Company’s credit policies determine advance rates against the different forms of collateral that can be pledged against commercial loans. Typically, the majority of loans will be limited to a percentage of their underlying collateral values such as real estate values, equipment, eligible accounts receivable and inventory. Individual loan advance rates may be higher or lower depending upon the financial strength of the borrower and/or term of the loan. The assets financed through commercial loans are used within the business for its ongoing operation. Repayment of these kinds of loans generally comes from the cash flow of the business or the ongoing conversion of assets. Commercial real estate loans include long-term loans financing commercial properties. Repayments of these loans are dependent upon either the ongoing cash flow of the borrowing entity or the resale of or lease of the subject property. Commercial real estate loans typically require a loan to value ratio of not greater than 80% and vary in terms.

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Embassy Bancorp, Inc.

Residential mortgages and home equity loans are secured by the borrower’s residential real estate in either a first or second lien position. Residential mortgages and home equity loans have varying interest rates (fixed or variable) depending on the financial condition of the borrower and the loan to value ratio. Residential mortgages may have amortizations up to 30 years and home equity loans may have maturities up to 25 years. Other consumer loans include installment loans, car loans, and overdraft lines of credit. Some of these loans may be unsecured.

For all classes of loans receivable, the accrual of interest may be 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. Interest received on nonaccrual loans, including impaired loans, generally is applied against 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.

Allowance for Loan Losses

The allowance for loan losses represents management’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, or portions of loans, determined to be confirmed losses are charged against the allowance account and subsequent recoveries, if any, are credited to the account. A loss is considered confirmed when information available at the balance sheet date indicates the loan, or a portion thereof, is uncollectible. As further described in Note 2, because of the 100% SBA guarantee, the Company has determined that no allowance for loan losses is required on PPP loans.

Management performs a quarterly evaluation of the adequacy of the allowance.  The allowance is based on the Company’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.

Management maintains the allowance for loan losses at a level it believes adequate to absorb probable credit losses related to specifically identified loans, as well as probable incurred losses inherent in the remainder of the loan portfolio as of the balance sheet dates. The allowance for loan losses account consists of specific and general reserves.

For the specific portion of the allowance for loan losses, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. All amounts due according to the contractual terms means that both the contractual interest and principal payments of a loan will be collected as scheduled in the loan agreement. Factors considered by management in determining impairment include payment status, ability to pay 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. Management 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 considered impaired are measured for impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. If the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, if the loan is collateral dependent, is less than the recorded investment in the loan, including accrued interest and net deferred loan fees or costs, the Company will recognize the impairment by adjusting the allowance for loan losses account through charges to earnings as a provision for loan losses.

For loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of

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Embassy Bancorp, Inc.

the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

For commercial and industrial 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.

The general portion of the allowance for loan losses covers pools of loans by major loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate and other consumer loans. Loss contingencies for each of the major loan pools are determined by applying a total loss factor to the current balance outstanding for each individual pool. The total loss factor is comprised of a historical loss factor using the loss migration method plus a qualitative factor, which adjusts the historical loss factor for changes in trends, conditions and other relevant factors that may affect repayment of the loans in these pools as of the evaluation date. Loss migration involves determining the percentage of each pool that is expected to ultimately result in loss based on historical loss experience. Historical loss factors are based on the ratio of net loans charged-off to loans, net, for each of the major groups of loans. The historical loss factor for each pool, includes but is not limited to, an average of the Company’s historical net charge-off ratio for the most recent rolling four years plus current year to date.

In addition to these historical loss factors, management also uses a qualitative factor that represents a number of environmental risks that may cause estimated credit losses associated with the current portfolio to differ from historical loss experience. These environmental risks include: (i) changes in lending policies and procedures including underwriting standards and collection, charge-off and recovery practices; (ii) changes in the composition and volume of the portfolio; (iii) changes in national, local and industry conditions, including the effects of such changes on the value of underlying collateral for collateral-dependent loans; (iv) changes in the volume and severity of classified loans, including past due, nonaccrual, troubled debt restructures and other loan modifications; (v) changes in the levels of, and trends in, charge-offs and recoveries; (vi) the existence and effect of any concentrations of credit and changes in the level of such concentrations; (vii) changes in the experience, ability and depth of lending management and other relevant staff; (viii) changes in the quality of the loan review system and the degree of oversight by the board of directors; and (ix) the effect of external factors such as competition and regulatory requirements on the level of estimated credit losses in the current loan portfolio. Each environmental risk factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation. In 2020 and 2021, the Bank adjusted the economic risk factor, loan modifications risk factor, and other external factor methodologies to incorporate the current economic implications, unemployment rates and amount of loan modifications due to the COVID-19 pandemic, leading to the increase in the allowance for loan losses as a percentage of total loans. All loans that received a CARES Act Section 4013 modification are provided additional qualitative reserve in the Company’s allowance for loan loss calculation.

The unallocated component of the general allowance is used to cover inherent losses that exist as of the evaluation date, but which have not been identified as part of the allocated allowance using the above impairment evaluation methodology due to limitations in the process. One such limitation is the imprecision of accurately estimating the impact current economic conditions will have on historical loss rates. Variations in the magnitude of impact may cause estimated credit losses associated with the current portfolio to differ from historical loss experience, resulting in an allowance that is higher or lower than the anticipated level.

The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors, and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payment, for commercial and consumer loans. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans criticized as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weakness may result in deterioration of the repayment

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Embassy Bancorp, Inc.

prospects. Loans classified substandard have a well-defined weakness and borrowers are highly leveraged. They include loans that are inadequately protected by the current sound net worth and the paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass.

Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company 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 management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.

Other Real Estate Owned

Other real estate owned is comprised of properties acquired through foreclosure proceedings or acceptance of a deed-in-lieu of foreclosure and loans classified as in-substance foreclosures.  A loan is classified as an in-substance foreclosure when the Company has taken possession of the collateral, regardless of whether formal foreclosure proceedings take place. Other real estate owned is recorded at fair value less cost to sell at the time of acquisition. Any excess of the loan balance over the recorded value is charged to the allowance for loan losses at the time of acquisition. After foreclosure, valuations are periodically performed and the assets are carried at the lower of cost or fair value less cost to sell. Changes in the valuation allowance on foreclosed assets are included in other non-interest income. Costs to maintain the assets are included in other non-interest expenses. Any gain or loss realized upon disposal of other real estate owned is included in other non-interest income. There were no foreclosed assets as of December 31, 2021 and 2020.

Bank Owned Life Insurance

The Company invests in bank owned life insurance (“BOLI”) as a tax deferred investment and a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Company on certain of its employees and directors. The Company is the owner and primary beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from increases in cash surrender value of the policies is included in non-interest income and is not subject to income taxes unless surrendered. The Company does not intend to surrender these policies, and accordingly, no deferred taxes have been recorded on the earnings from these policies. Subsequent to the December 31, 2021 balance sheet date, in January 2022, a former Company employee in which the Company had purchased BOLI policies, passed away. The Company expects to collect approximately $720 thousand of death proceeds on those policies, for an estimated net gain of approximately $435 thousand.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the following estimated useful lives of the related assets: furniture, fixtures and equipment for five years to ten years, leasehold improvements for the life of the lease, building for forty years, computer equipment and data processing software for one year to five years, and automobiles for five years.

Transfers of Financial Assets

Transfers of financial assets, including sales of loan participations, are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.


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Embassy Bancorp, Inc.

Advertising Costs

The Company follows the policy of charging the costs of advertising to expense as incurred.

Income Taxes

Income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to taxable income. Deferred income taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and net operating loss carry forwards and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Earnings Per Share

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period, as adjusted for stock dividends and splits. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.

Year Ended December 31,

2021

2020

(Dollars In Thousands, Except Per Share Data)

Net income

$

16,786

$

12,810

Weighted average shares outstanding

7,517,669

7,469,952

Dilutive effect of potential common

shares, stock options

37,116

53,643

Diluted weighted average common

shares outstanding

7,554,785

7,523,595

Basic earnings per share

$

2.23

$

1.71

Diluted earnings per share

$

2.22

$

1.70

There were no stock options not considered in computing diluted earnings per common share for the years ended December 31, 2021 and December 31, 2020.

Employee Benefit Plan

The Company has a 401(k) Plan (the “Plan”) for employees. All employees are eligible to participate after they have attained the age of 21 and have also completed 6 consecutive months of service during which at least 500 hours of service are completed. The employees may contribute up to the maximum percentage allowable by law of their compensation to the Plan, and the Company provides a match of fifty percent of the first 8% percent to eligible participating employees. Full vesting in the Plan is prorated equally over a four year period. The Company’s contributions to the Plan for the years ended December 31, 2021 and 2020 were $278 thousand and $228 thousand, respectively.


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Embassy Bancorp, Inc.

Off Balance Sheet Financial Instruments

In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the consolidated balance sheet when they are funded.

Comprehensive Income

US GAAP requires that recognized revenue, expenses, gains, and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income.

Stock-Based Compensation

The Company measures and records compensation expense for share-based payments based on the instrument's fair value on the date of grant. The fair value of each stock option grant is measured using the Black-Scholes option pricing model. The fair value of stock awards is based on the Company's stock price. Share-based compensation expense is recognized over the service period, generally defined as the vesting period.

Non-Interest Income

The majority of the Company’s revenue-generating transactions are not subject to Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, including revenue generated from financial instruments, such as its loans and investment securities, as these activities are subject to other US GAAP discussed elsewhere within the Company’s disclosures. Descriptions of the Company’s revenue-generating activities that are within the scope of Topic 606, which are presented in the consolidated statement of income as components of non-interest income, are merchant processing and credit card processing fees, debit card interchange fees, other service fees on deposit accounts, and gains and losses on other real estate owned. Credit card processing fees include income from consumer and commercial credit cards and merchant processing income. Income for such performance obligations are generally received at the time the performance obligations are satisfied or within the monthly service period. Service fees on deposit accounts represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when the Company’s performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). The Company recognizes debit card interchange fees daily from debit cardholder transactions conducted through the MasterCard payment network. The Company records a gain or loss from the sale of other real estate owned when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of other real estate owned to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction prices and related gain or loss on the sale if a significant financing component is present. The Company does not sell its mortgages on the secondary market, nor does it offer trust or investment brokerage services to its customers to generate fee income.

Subsequent Events

The Company has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 2021 through the date these consolidated financial statements were available for issuance for items that should potentially be recognized or disclosed in these consolidated financial statements.


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Embassy Bancorp, Inc.

Future Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses”. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In November 2019, the FASB issued an update to defer the implementation date for smaller reporting companies from 2020 to 2023. The Company currently qualifies as a smaller reporting company under SEC Regulation S-K and, therefore, the guidance is effective for the Company in 2023. The Company has not yet determined the impact this standard will have on its financial statements or results of operations. Management has gathered all necessary data and reviewed potential methods to calculate the expected credit losses. Management is currently calculating sample expected loss computations and developing the allowance methodology and assumptions that will be used under the new standard. Management will continue to progress on its implementation project plan and improve the Company’s approach throughout the deferral period.

Reclassification

Certain amounts in the 2020 consolidated financial statements may have been reclassified to conform to 2021 presentation. These reclassifications had no effect on 2020 net income.

Note 2 – COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic and on March 13, 2020 the United States government declared COVID-19 as a national emergency. The continuing effects of COVID-19 could adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. The economic effects of COVID-19 may adversely affect the Company’s financial condition and results of operations as further described below. The full future potential impact is unknown at this time.

Beginning in 2020 and through early 2021, the Company provided certain borrowers affected in a variety of ways by COVID-19 with payment accommodations that facilitate their ability to work through the immediate impact of the virus. Payment accommodations were in the form of short-term principal and/or interest deferrals. These payment accommodations were made in accordance with Section 4013 of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus. Section 4013 of the CARES Act, enacted on March 27, 2020, provided that the Company may elect to suspend US GAAP for loan modifications related to the pandemic which would otherwise be categorized as troubled debt restructurings and suspend any determination of a loan modified as a result of the effects of the pandemic as being a troubled debt restructuring, including impairment for accounting purposes. Interest income continued to be recognized during the accommodation period.


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Embassy Bancorp, Inc.

The following table presents COVID-19 CARES Act Section 4013 loans based on loan type, payment accommodation status, and amount at December 31, 2021 and December 31, 2020:

December 31, 2021

Number of Loans - Payment Accommodation Period Ended

Number of Loans - Payment Accommodation Period Active

Total Number of Loans

Loan Amount - Payment Accommodation Period Ended

Loan Amount - Payment Accommodation Period Active

Total Loan Amount

(Dollars In Thousands)

Commercial real estate

116

-

116

$

101,545

$

-

$

101,545

Commercial

29

-

29

4,107

-

4,107

Residential real estate

52

-

52

10,702

-

10,702

Consumer

2

-

2

24

-

24

Total

199

-

199

$

116,378

$

-

$

116,378

December 31, 2020

Number of Loans - Payment Accommodation Period Ended

Number of Loans - Payment Accommodation Period Active

Total Number of Loans

Loan Amount - Payment Accommodation Period Ended

Loan Amount - Payment Accommodation Period Active

Total Loan Amount

(Dollars In Thousands)

Commercial real estate

130

7

137

$

112,016

$

16,830

$

128,846

Commercial

43

1

44

7,445

752

8,197

Residential real estate

68

4

72

13,517

717

14,234

Consumer

2

-

2

31

-

31

Total

243

12

255

$

133,009

$

18,299

$

151,308

The Company participates in the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) under the CARES Act and subsequent 2021 Consolidated Appropriations Act (“CAA”). As of December 31, 2021, the Company had a total of forty-eight (48) PPP loans outstanding with a receivable balance of $8.6 million, net of $165 thousand of unearned origination fees and costs. At December 31, 2020, the Company had a total of four hundred seventy (470) PPP loans outstanding with a receivable balance of $54.3 million, net of $1.2 million of unearned origination fees and costs. From January 1, 2021 to December 31, 2021, the Company originated three hundred thirty-three (333) new PPP loans with a balance of $31.6 million, net of $1.4 million of unearned origination fees and costs. From January 1, 2021 to December 31, 2021, the Company received forgiveness payments from the SBA on PPP loan principal balances of $79.8 million.

These PPP loans are 100% guaranteed by the SBA, have a two year or up to five year maturity and an interest rate of 1% throughout the term of the loan, with payments deferred until forgiveness proceeds are received from the SBA or ten months after the end of the covered period. The SBA may forgive the PPP loans if certain conditions are met by the borrower, including using at least 60% of the proceeds for payroll costs. The SBA also provided the Company with a processing fee for each loan, with the amount of such fee pre-determined by the SBA dependent upon the size of each loan. As of December 31, 2021 and December 31, 2020, the Company has net deferred PPP loan fees and costs of $165 thousand and $1.2 million, respectively, which will be recognized through interest income over the life of the related PPP loans. In accordance with the 100% SBA guarantee and the Company’s opinion that the majority of the PPP loans will be forgiven, the Company has determined that no allowance for loan losses is required on the PPP loans. All PPP loans have a pass rating and none are past due under their contractual terms.

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Embassy Bancorp, Inc.

In April 2020, the Company applied and was approved by the Federal Reserve Board for both the ability to borrow under its Paycheck Protection Program Liquidity Facility (“PPPLF”), as well as its Discount Window. The PPPLF provides term funding to depository institutions that originate loans to small businesses under the PPP. PPP loans that are pledged to secure PPPLF extensions of credit are excluded from leverage ratio calculations. The Company had PPPLF borrowings of $50.8 million at December 31, 2020. As of February 3, 2021, the PPPLF borrowings have been paid off in full.

Note 3 – Securities Available For Sale

The amortized cost and approximate fair values of securities available-for-sale were as follows at December 31, 2021 and 2020, respectively:

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

(In Thousands)

December 31, 2021:

U.S. Government agency obligations

$

29,146

$

-

$

(288)

$

28,858

Municipal bonds

60,017

1,464

(377)

61,104

U.S. Government Sponsored Enterprise (GSE) -
‎   Mortgage-backed securities - commercial

511

19

-

530

U.S. Government Sponsored Enterprise (GSE) -
‎   Mortgage-backed securities - residential

222,101

885

(3,214)

219,772

Total

$

311,775

$

2,368

$

(3,879)

$

310,264

December 31, 2020:

U.S. Treasury securities

$

9,998

$

-

$

-

$

9,998

U.S. Government agency obligations

39,059

1

(24)

39,036

Municipal bonds

37,409

1,967

-

39,376

U.S. Government Sponsored Enterprise (GSE) -
‎   Mortgage-backed securities - commercial

512

31

-

543

U.S. Government Sponsored Enterprise (GSE) -
‎   Mortgage-backed securities - residential

40,244

1,743

-

41,987

Total

$

127,222

$

3,742

$

(24)

$

130,940

The amortized cost and fair value of securities as of December 31, 2021, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without any penalties.

Amortized

Fair

Cost

Value

(In Thousands)

Due in one year or less

$

685

$

686

Due after one year through five years

30,376

30,091

Due after five years through ten years

6,707

6,983

Due after ten years

51,395

52,202

89,163

89,962

U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial

511

530

U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential

222,101

219,772

$

311,775

$

310,264

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Embassy Bancorp, Inc.

Gross gains of $24 thousand and $128 thousand were realized on the sales of securities for the year ended December 31, 2021 and December 31, 2020, respectively. There were no gross losses on the sales of securities for the year ended December 31, 2021 and December 31, 2020.

The following table shows the Company’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2021 and December 31, 2020, respectively:

Less Than 12 Months

12 Months or More

Total

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

December 31, 2021:

(In Thousands)

U.S. Government agency obligations

$

9,911

$

(84)

$

18,947

$

(204)

$

28,858

$

(288)

Municipal bonds

20,722

(377)

-

-

20,722

(377)

U.S. Government Sponsored Enterprise (GSE) -
‎   Mortgage-backed securities - residential

190,435

(3,214)

-

-

190,435

(3,214)

Total Temporarily Impaired Securities

$

221,068

$

(3,675)

$

18,947

$

(204)

$

240,015

$

(3,879)

December 31, 2020:

U.S. Government agency obligations

$

31,369

$

(24)

$

-

$

-

$

31,369

$

(24)

Total Temporarily Impaired Securities

$

31,369

$

(24)

$

-

$

-

$

31,369

$

(24)

The Company had seventy (70) securities in an unrealized loss position at December 31, 2021 and five (5) securities in an unrealized loss position at December 31, 2020. Unrealized losses are due only to market interest rate fluctuations. As of December 31, 2021, the Company either has the intent and ability to hold the securities until maturity or market price recovery or believes that it is more likely than not that it will not be required to sell such securities. Management believes that the unrealized loss only represents temporary impairment of the securities. None of the individual losses are significant.

Securities with a carrying value of $114.0 million and $98.7 million at December 31, 2021 and December 31, 2020, respectively, were subject to agreements to repurchase, pledged to secure public deposits, or pledged for other purposes required or permitted by law.

Note 4 – Loans Receivable and Credit Quality

The Company has presented PPP loans of $8.6 million at December 31, 2021 and $54.3 million at December 31, 2020 separately from loans receivable on the Consolidated Balance Sheet. As described in Note 2, PPP loans are 100% SBA guaranteed and the Company has determined that no allowance for loan losses is required on PPP loans. All PPP loans are risk rated as pass and considered current for payment status purpose. PPP loans are not included in the following composition and credit quality tables.


‎

67

Embassy Bancorp, Inc.

The following table presents the composition of loans receivable (excluding PPP loans):

December 31,

2021

2020

(In Thousands)

Commercial real estate

$

440,655

$

452,251

Commercial construction

6,100

12,176

Commercial

41,923

48,114

Residential real estate

618,694

576,437

Consumer

642

640

Total Loans

1,108,014

1,089,618

Unearned net loan origination costs

25

291

Allowance for Loan Losses

(11,484)

(10,570)

Net Loans

$

1,096,555

$

1,079,339

The following table summarizes information in regard to the allowance for loan losses (excluding PPP loans) as of December 31, 2021 and 2020, respectively:

Commercial Real Estate

Commercial Construction

Commercial

Residential Real Estate

Consumer

Unallocated

Total

(In Thousands)

Allowance for loan losses

Year Ending December 31, 2021

Beginning Balance - December 31, 2020

$

4,379 

$

150 

$

848 

$

4,485 

$

14 

$

694 

$

10,570 

Charge-offs

-

-

-

(2)

(2)

-

(4)

Recoveries

-

-

-

3 

-

-

3 

Provisions

21 

(79)

480 

232 

2 

259 

915 

Ending Balance - December 31, 2021

$

4,400 

$

71 

$

1,328 

$

4,718 

$

14 

$

953 

$

11,484 

Year Ending December 31, 2020

Beginning Balance - December 31, 2019

$

3,221 

$

121 

$

770 

$

3,488 

$

19 

$

403 

$

8,022 

Charge-offs

-

-

-

-

-

-

-

Recoveries

24 

-

-

4 

-

-

28 

Provisions

1,134 

29 

78 

993 

(5)

291 

2,520 

Ending Balance - December 31, 2020

$

4,379 

$

150 

$

848 

$

4,485 

$

14 

$

694 

$

10,570 


‎

68

Embassy Bancorp, Inc.

The following tables represent the allocation of the allowance for loan losses and the related loan portfolio, (excluding PPP loans), disaggregated based on impairment methodology at December 31, 2021 and December 31, 2020, respectively:

Commercial Real Estate

Commercial Construction

Commercial

Residential Real Estate

Consumer

Unallocated

Total

(In Thousands)

December 31, 2021

Allowance for Loan Losses

Ending Balance

$

4,400

$

71

$

1,328

$

4,718

$

14

$

953

$

11,484

Ending balance: individually evaluated for impairment

$

-

$

7

$

41

$

116

$

-

$

-

$

164

Ending balance: collectively evaluated for impairment

$

4,400

$

64

$

1,287

$

4,602

$

14

$

953

$

11,320

Loans receivables:

Ending balance

$

440,655

$

6,100

$

41,923

$

618,694

$

642

$

1,108,014

Ending balance: individually evaluated for impairment

$

1,433

$

311

$

248

$

1,508

$

-

$

3,500

Ending balance: collectively evaluated for impairment

$

439,222

$

5,789

$

41,675

$

617,186

$

642

$

1,104,514

December 31, 2020

Allowance for Loan Losses

Ending Balance

$

4,379

$

150

$

848

$

4,485

$

14

$

694

$

10,570

Ending balance: individually evaluated for impairment

$

21

$

-

$

23

$

125

$

-

$

-

$

169

Ending balance: collectively evaluated for impairment

$

4,358

$

150

$

825

$

4,360

$

14

$

694

$

10,401

Loans receivables:

Ending balance

$

452,251

$

12,176

$

48,114

$

576,437

$

640

$

1,089,618

Ending balance: individually evaluated for impairment

$

1,547

$

315

$

230

$

1,548

$

-

$

3,640

Ending balance: collectively evaluated for impairment

$

450,704

$

11,861

$

47,884

$

574,889

$

640

$

1,085,978


‎

69

Embassy Bancorp, Inc.

The following table summarizes information in regard to impaired loans (excluding PPP loans) by loan portfolio class as of December 31, 2021 and 2020, respectively:

Year to Date

Recorded Investment

Unpaid Principal Balance

Related Allowance

Average Recorded Investment

Interest Income Recognized

December 31, 2021

(In Thousands)

With no related allowance recorded:

Commercial real estate

$

1,433

$

1,673

$

981

$

69

Commercial construction

55

55

249

2

Commercial

-

-

-

-

Residential real estate

932

1,002

1,283

36

Consumer

-

-

-

-

With an allowance recorded:

Commercial real estate

$

-

$

-

$

-

$

513

$

-

Commercial construction

256

256

7

64

8

Commercial

248

248

41

232

10

Residential real estate

576

576

116

586

21

Consumer

-

-

-

-

-

Total:

Commercial real estate

$

1,433

$

1,673

$

-

$

1,494

$

69

Commercial construction

311

311

7

313

10

Commercial

248

248

41

232

10

Residential real estate

1,508

1,578

116

1,869

57

Consumer

-

-

-

-

-

$

3,500

$

3,810

$

164

$

3,908

$

146

December 31, 2020

With no related allowance recorded:

Commercial real estate

$

851

$

1,091

$

870

$

49

Commercial construction

315

315

315

10

Commercial

-

-

-

-

Residential real estate

944

1,014

873

32

Consumer

-

-

-

-

With an allowance recorded:

Commercial real estate

$

696

$

696

$

21

$

699

$

21

Commercial construction

-

-

-

-

-

Commercial

230

230

23

232

9

Residential real estate

604

604

125

614

22

Consumer

-

-

-

1

-

Total:

Commercial real estate

$

1,547

$

1,787

$

21

$

1,569

$

70

Commercial construction

315

315

-

315

10

Commercial

230

230

23

232

9

Residential real estate

1,548

1,618

125

1,487

54

Consumer

-

-

-

1

-

$

3,640

$

3,950

$

169

$

3,604

$

143


‎

70

Embassy Bancorp, Inc.

The following table presents the classes of the loan portfolio (excluding PPP loans), summarized by the aggregate pass rating and the classified ratings of special mention (potential weaknesses), substandard (well defined weaknesses) and doubtful (full collection unlikely) within the Company's internal risk rating system as of December 31, 2021 and December 31, 2020, respectively:

Pass

Special Mention

Substandard

Doubtful

Total

December 31, 2021

(In Thousands)

Commercial real estate

$

439,280

$

-

$

1,375

$

-

$

440,655

Commercial construction

5,789

-

311

-

6,100

Commercial

41,899

24

-

-

41,923

Residential real estate

617,533

489

672

-

618,694

Consumer

642

-

-

-

642

Total

$

1,105,143

$

513

$

2,358

$

-

$

1,108,014

December 31, 2020

Commercial real estate

$

450,823

$

-

$

1,428

$

-

$

452,251

Commercial construction

11,861

-

315

-

12,176

Commercial

48,114

-

-

-

48,114

Residential real estate

575,344

512

581

-

576,437

Consumer

640

-

-

-

640

Total

$

1,086,782

$

512

$

2,324

$

-

$

1,089,618

The following table presents nonaccrual loans by classes of the loan portfolio:

December 31,

2021

2020

(In Thousands)

Commercial real estate

$

-

$

-

Commercial construction

-

-

Commercial

-

-

Residential real estate

242

274

Consumer

-

-

Total

$

242

$

274


‎

71

Embassy Bancorp, Inc.

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio (excluding PPP loans) summarized by the past due status as of December 31, 2021 and 2020, respectively:

30-59 Days Past Due

60-89 Days Past Due

Greater than 90 Days Past Due

Total Past Due

Current

Total Loan
‎Receivables

Loan Receivables > 90 Days and Accruing

December 31, 2021

(In Thousands)

Commercial real estate

$

-

$

-

$

-

$

-

$

440,655

$

440,655

$

-

Commercial construction

-

-

-

-

6,100

6,100

-

Commercial

-

-

-

-

41,923

41,923

-

Residential real estate

-

12

217

229

618,465

618,694

-

Consumer

-

-

-

-

642

642

-

Total

$

-

$

12

$

217

$

229

$

1,107,785

$

1,108,014

$

-

December 31, 2020

Commercial real estate

$

514

$

-

$

-

$

514

$

451,737

$

452,251

$

-

Commercial construction

-

-

-

-

12,176

12,176

-

Commercial

-

-

-

-

48,114

48,114

-

Residential real estate

336

-

42

378

576,059

576,437

-

Consumer

2

-

-

2

638

640

-

Total

$

852

$

-

$

42

$

894

$

1,088,724

$

1,089,618

$

-

At December 31, 2021, the Company had $217 thousand in recorded investment in consumer loans collateralized by residential real estate property that is in the process of foreclosure.

Troubled Debt Restructurings

The Company may grant a concession or modification for economic or legal reasons related to a borrower’s financial condition that it would not otherwise consider, resulting in a modified loan which is then identified as a troubled debt restructuring (“TDR”). The Company may modify loans through rate reductions, extensions to maturity, interest only payments, or payment modifications to better coincide the timing of payments due under the modified terms with the expected timing of cash flows from the borrowers’ operations. Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. TDRs are considered impaired loans for purposes of calculating the Company’s allowance for loan losses. Payment accommodations completed since the COVID-19 outbreak reported in accordance with Section 4013 of the CARES Act and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus are described in Note 2 and are not considered a TDR.

The Company identifies loans for potential restructure primarily through direct communication with the borrower and the evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports.  Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future.


‎

72

Embassy Bancorp, Inc.

The following table presents TDRs outstanding at December 31, 2021 and 2020, respectively:

Accrual Loans

Non-Accrual Loans

Total Modifications

(In Thousands)

December 31, 2021

Commercial real estate

$

1,027 

$

-

$

1,027 

Commercial construction

256 

-

256 

Commercial

248 

-

248 

Residential real estate

806 

13 

819 

Consumer

-

-

-

Total

$

2,337 

$

13 

$

2,350 

December 31, 2020

Commercial real estate

$

1,125 

$

-

$

1,125 

Commercial construction

260 

-

260 

Commercial

230 

-

230 

Residential real estate

944 

15 

959 

Consumer

-

-

-

Total

$

2,559 

$

15 

$

2,574 

There were no new TDRs during the year ended December 31, 2020. The following table presents new TDRs during the year ended December 31, 2021:

Number of Loans

Pre-Modification Outstanding Balance

Post- Modification Outstanding Balance

(Dollars In Thousands)

Year Ending December 31, 2021

Commercial

1

$

24

$

24

1

$

24

$

24

The TDR listed above, consisting of a six-month interest only period, required an impairment reserve of $24 thousand recorded in the allowance for loan losses at December 31, 2021. As December 31, 2021 and 2020, no available commitments were outstanding on TDRs.

There were no loans that were modified and classified as a TDR within the prior twelve months that experienced a payment default (loans ninety or more days past due) during the years ended December 31, 2021 and December 31, 2020.

Note 5 - Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.


‎

73

Embassy Bancorp, Inc.

The following financial instruments were outstanding whose contract amounts represent credit risk:

December 31,

2021

2020

(In Thousands)

Commitments to grant loans, fixed

$

1,877 

$

5,080 

Commitments to grant loans, variable

-

75 

Unfunded commitments under lines of credit, fixed

17,618 

6,833 

Unfunded commitments under lines of credit, variable

135,660 

123,430 

Standby letters of credit

9,522 

5,412 

Total

$

164,677 

$

140,830 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation.

Collateral held varies but may include personal or commercial real estate, accounts receivable, inventory and equipment.

Outstanding letters of credit written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The majority of these standby letters of credit expire within the next twelve months. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments. The Company requires collateral supporting these letters of credit as deemed necessary. The maximum undiscounted exposure related to these commitments at December 31, 2021 and 2020 was $9.5 million and $5.4 million, respectively, and the approximate value of underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $7.3 million and $3.4 million, respectively. The current amount of the liability as of December 31, 2021 and 2020 for guarantees under standby letters of credit issued is not considered material.

Note 6 - Bank Premises and Equipment

The components of premises and equipment are as follows:

December 31,

2021

2020

(In Thousands)

Furniture, fixtures and equipment

$

4,190 

$

3,902 

Leasehold improvements

4,129 

3,419 

Buildings

1,163 

1,141 

Computer equipment and data processing software

1,509 

4,083 

Automobiles

150 

272 

11,141 

12,817 

Accumulated depreciation

(7,147)

(9,471)

$

3,994 

$

3,346 

74

Embassy Bancorp, Inc.

Note 7 – Deposits

The components of deposits:

December 31,

2021

2020

(In Thousands)

Demand, non-interest bearing

$

323,513 

$

269,996 

Demand, NOW and money market, interest bearing

248,401 

199,845 

Savings

739,637 

546,784 

Time, $250 and over

54,739 

85,272 

Time, other

100,735 

130,482 

Total deposits

$

1,467,025 

$

1,232,379 

At December 31, 2021, the scheduled maturities of time deposits are as follows (in thousands):

2022

$

103,300 

2023

41,791 

2024

6,667 

2025

1,460 

2026

2,256 

$

155,474 

Note 8 - Securities Sold under Agreements to Repurchase and Offsetting Assets and Liabilities

Securities sold under agreements to repurchase generally mature within a few days from the transaction date and are reflected at the amount of cash received in connection with the transaction. The securities are retained under the Company’s control at its safekeeping agent. The Company adjusts collateral based on the fair value of the underlying securities, on a monthly basis. Information concerning securities sold under agreements to repurchase is summarized as follows:

2021

2020

(Dollars In Thousands)

Balance outstanding at December 31

$

11,252 

$

13,612 

Weighted average interest rate at the end of the year

0.068

%

0.058

%

Average daily balance during the year

$

12,869 

$

11,027 

Weighted average interest rate during the year

0.065

%

0.159

%

Maximum month-end balance during the year

$

15,741 

$

14,430 

The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities.  Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets.  As a result, these repurchase agreements are accounted for as collateralized financing arrangements (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 Company's consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Company does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements.

75

Embassy Bancorp, Inc.

The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., fails to make an interest payment to the counterparty). For private institution repurchase agreements, if the private institution counterparty were to default (e.g., declare bankruptcy), the Company could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value. The collateral is held by a third-party financial institution in the counterparty's custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Company in a segregated custodial account under a tri-party agreement.

The following table presents the liabilities subject to an enforceable master netting arrangement or repurchase agreements as of December 31, 2021 and December 31, 2020:

Net Amounts

Gross

Gross Amounts

of Liabilities

Amounts of

Offset in the

Presented in the

Recognized

Consolidated

Consolidated

Financial

Cash Collateral

Liabilities

Balance Sheet

Balance Sheet

Instruments

Pledged

Net Amount

(In Thousands)

December 31, 2021

Repurchase Agreements:

Corporate Institutions

$

11,252

$

-

$

11,252

$

(11,252)

$

-

$

-

December 31, 2020

Repurchase Agreements:

Corporate Institutions

$

13,612

$

-

$

13,612

$

(13,612)

$

-

$

-

As of December 31, 2021 and December 31, 2020, the fair value of securities pledged was $20.3 million and $17.5 million, respectively.

Note 9 – Short-term and Long-term Borrowings

Federal funds purchased and FHLB short term advances generally represent overnight or less than twelve month borrowings. Long term advances from the FHLB are for periods of twelve months or more and are generally less than sixty months. The Bank has an agreement with the FHLB, which allows for borrowings up to a percentage of qualifying assets. At December 31, 2021, the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $717.6 million. This borrowing capacity with the FHLB includes a line of credit of $150.0 million. There were no short-term FHLB advances outstanding as of December 31, 2021 and December 31, 2020. There were $14.7 million in long-term FHLB advances outstanding as of December 31, 2021 and December 31, 2020. All FHLB borrowings are secured by qualifying assets of the Bank.

The components of long-term borrowings with the FHLB at December 31, 2021 were as follows:

2021

(Dollars in Thousands)

Maturity Date

Interest
‎Rate

Outstanding

March 2022

0.79%

$

10,000 

March 2022

0.64%

2,663 

March 2022

0.61%

1,988 

Total Outstanding Borrowings

$

14,651 

76

Embassy Bancorp, Inc.

Subsequent to December 31, 2021, in March 2022, each of the above FHLB borrowings was repaid in full by the Bank.

The Bank also has a federal funds line of credit with the ACBB of $10.0 million, of which none was outstanding at December 31, 2021 and December 31, 2020. Advances from this line are unsecured.

In October 2021, the Company obtained a $5.0 million unsecured revolving line of credit facility (the “Line”) from the ACBB, of which none is outstanding at December 31, 2021. Under the terms of the Line, the Company can borrow under the facility in an amount not to exceed $5.0 million, with borrowing proceeds used to support general corporate expenses and liquidity requirements. Funds can be down streamed to support the Bank. The Line has a one year maturity, a floating interest rate at the Wall Street Journal Prime rate, and is unsecured. Interest on outstanding borrowings will be payable monthly, with the entire outstanding principal balance together with all unpaid, accrued interest due on the maturity date.

As described in Note 2, the Bank had no long-term PPPLF borrowings through the Federal Reserve Bank of Philadelphia as of December 31, 2021 and had $50.8 million, at an interest rate of 0.35%, as of December 31, 2020. All PPPLF borrowings were secured by PPP loans.

Note 10 - Employment Agreements and Supplemental Executive Retirement Plans

The Company has entered into employment agreements with its Chief Executive Officer, Chief Financial Officer and Senior Loan Officer.

The Company has an unfunded, non-qualified Supplemental Executive Retirement Plan (“SERP”) for certain executive officers that provides for payments upon retirement, death, or disability. As of December 31, 2021 and December 31, 2020, other liabilities include $6.7 million and $6.0 million, respectively, accrued under these plans. For the years ended December 31, 2021 and December 31, 2020, $688 thousand and $712 thousand, respectively, were expensed under these plans.

Note 11 - Stock Incentive Plan and Employee Stock Purchase Plan

Stock Incentive Plan:

At the Company’s annual meeting on June 20, 2019, the shareholders approved the amendment and restatement of the Embassy Bancorp, Inc. 2010 Stock Incentive Plan (the “SIP”), which was originally adopted by the Company’s shareholders effective June 16, 2010, to replenish the number of shares of common stock available for issuance under the SIP and extend the term of the SIP for another ten (10) years. The SIP authorizes the Board of Directors, or a committee authorized by the Board of Directors, to award a stock based incentive to (i) designated officers (including officers who are directors) and other designated employees at the Company and its subsidiaries, and (ii) non-employee members of the Board of Directors and advisors and consultants to the Company and its subsidiaries. The SIP provides for stock based incentives in the form of incentive stock options as provided in Section 422 of the Internal Revenue Code of 1986, non-qualified stock options, stock appreciation rights, restricted stock, and deferred stock awards. The term of the option, the amount of time for the option to vest after grant, if any, and other terms and limitations will be determined at the time of grant. Options granted under the SIP may not have an exercise period that is more than ten years from the time the option is granted. The maximum number of shares of common stock authorized for issuance under the SIP increased from 500,000 to 756,356 (in order to replenish the shares that were previously issued). The SIP provides for appropriate adjustments in the number and kind of shares available for grant or subject to outstanding awards under the SIP to avoid dilution in the event of merger, stock splits, stock dividends or other changes in the capitalization of the Company. The SIP expires on June 20, 2029. At December 31, 2021, there were 430,507 shares available for issuance under the SIP.

The Company grants shares of restricted stock, under the SIP, to certain members of its Board of Directors as compensation for their services, in accordance with the Company’s Non-employee Directors Compensation program adopted in October 2010. The Company also grants restricted stock to certain officers under individual agreements

77

Embassy Bancorp, Inc.

with these officers. Some of these restricted stock awards vest immediately, while the remainder vest over a service period of two years to nine years. Management recognizes compensation expense for the fair value of the restricted stock awards on a straight-line basis over the requisite service period. Since inception of the SIP and through the Company’s restricted stock grants activity for the year ended December 31, 2021, there have been 209,606 awards granted. During the years ended December 31, 2021 and 2020 there were 22,307 and 47,186 awards granted, respectively. During the years ended December 31, 2021 and 2020 the Company recognized $432 thousand and $286 thousand in compensation expense for the restricted stock awards.

Information regarding the Company’s restricted stock grants activity for the years ended December 31, 2021 and 2020 are as follows:

Restricted Stock Awards

Weighted Average Grant Date Fair Value

Non-Vested at December 31, 2019

35,254 

$

13.63 

Granted

47,186 

12.45 

Vested

(20,656)

12.82 

Non-Vested at December 31, 2020

61,784 

$

13.13 

Granted

22,307 

17.60

Vested

(30,367)

14.19

Non-Vested at December 31, 2021

53,724 

$

14.38 

The Company has granted stock options to purchase shares of stock to certain executive officers under individual agreements and/or in accordance with their respective employment agreements. There was no stock compensation expense related to these options for the year ended December 31, 2021 and December 31, 2020. At December 31, 2021, there was no unrecognized cost to the stock options.

Activities under the SIP, related to stock options, is summarized as follows:

Number of
‎Options

Weighted
‎Average Exercise Price

Outstanding, December 31, 2019

116,243 

$

7.34 

Granted

-

-

Exercised

(52,611)

7.00 

Forfeited

-

-

Outstanding, December 31, 2020

63,632 

$

7.61 

Granted

-

-

Exercised

(29,742)

7.00 

Forfeited

-

-

Outstanding, December 31, 2021

33,890 

$

8.15 

Exercisable, December 31, 2021

33,890 

$

8.15 

78

Embassy Bancorp, Inc.

Stock options outstanding at December 31, 2021 are exercisable at prices ranging from $6.01 to $14.03 per share. The weighted-average remaining contractual life of options outstanding and exercisable at December 31, 2021 is 1.41 years. The weighted-average remaining contractual life of options outstanding and exercisable at December 31, 2020 was 1.82 years, respectively. At December 31, 2021, the aggregate intrinsic value of options outstanding and exercisable was $408 thousand. The intrinsic value was determined by using the latest known sales price of the Company’s common stock.

The following table summarizes information about the range of exercise prices for stock options outstanding at December 31, 2021:

Range of Exercise
‎Price

Weighted
‎Average
‎Exercise Price

Number
‎Outstanding

Weighted Average Remaining Contractual Life (Years)

Number
‎Exercisable

$6.01 to $8.02

$

7.51

29,663

1.05

29,663

$12.03 to $14.03

$

12.64

4,227

3.98

4,227

33,890

1.41

33,890

Employee Stock Purchase Plan:

On January 1, 2017, the Company implemented the Embassy Bancorp, Inc. Employee Stock Purchase Plan, which was approved by the Company’s shareholders at the annual meeting held on June 16, 2016. Under the plan, each employee of the Company and its subsidiaries who is employed on an offering date and customarily is scheduled to work at least twenty (20) hours per week and more than five (5) months in a calendar year is eligible to participate. The purchase price for shares purchased under the plan shall initially equal 95% of the fair market value of such shares on the date of purchase.  The purchase price may be adjusted from time to time by the Board of Directors; provided, however, that the discount to fair market value shall not exceed 15%.  The Company has authorized 350,000 shares of its common stock for the plan, of which 18,515 shares have been issued as of December 31, 2021. The Company recognized discount expense in relation to the employee stock purchase plan of $3 thousand during the years ending December 31, 2021 and 2020.

Note 12 – Other Comprehensive (Loss) Income

The components of other comprehensive (loss) income, both before tax and net of tax, are as follows:

Year Ended December 31,

2021

2020

(In Thousands)

Before

Tax

Net of

Before

Tax

Net of

Tax

Effect

Tax

Tax

Effect

Tax

Change in accumulated other comprehensive (loss) income:

Unrealized holding (losses) gains on securities
‎   available for sale

$

(5,205)

$

1,093

$

(4,112)

$

2,149

$

(451)

$

1,698

Reclassification adjustments for gains on securities
‎   transactions included in net income (A),(B)

(24)

5

(19)

(128)

27

(101)

Total other comprehensive (loss) income

$

(5,229)

$

1,098

$

(4,131)

$

2,021

$

(424)

$

1,597

(A) Realized gains on securities transactions included in gain on sales of securities in the accompanying Consolidated Statements of Income.

(B) Tax effect included in income tax expense in the accompanying Consolidated Statements of Income.


‎

79

Embassy Bancorp, Inc.

A summary of the realized gains on securities available for sale for the years ended December 31, 2021 and 2020, net of tax, is as follows:

Year Ended

Year Ended December 31,

2021

2020

(In Thousands)

Securities available for sale:

Realized gains on securities transactions

$

(24)

$

(128)

Income taxes

5

27

Net of tax

$

(19)

$

(101)

A summary of the accumulated other comprehensive (loss) income, net of tax, is as follows:

Securities

Available

for Sale

(In Thousands)

Year Ended December 31, 2021 and 2020

Balance January 1, 2021

$

2,937

Other comprehensive loss before reclassifications

(4,112)

Amounts reclassified from accumulated other
‎   comprehensive income

(19)

Net other comprehensive loss during the period

(4,131)

Balance December 31, 2021

$

(1,194)

Balance January 1, 2020

$

1,340

Other comprehensive income before reclassifications

1,698

Amounts reclassified from accumulated other
‎   comprehensive income

(101)

Net other comprehensive income during the period

1,597

Balance December 31, 2020

$

2,937

Note 13 - Regulatory Matters

The Company is required to maintain cash reserve balances in vault cash and with the Federal Reserve Bank. As of December 31, 2021, due to the reserve requirement ratios being set at 0% effective March 26, 2020, the Company had no minimum reserve requirement.

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Under the BASEL III rules the Company and the Bank must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios. The net unrealized gain or losses on available-for-sale securities are not included in computing regulatory capital amounts. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, both the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth below) of total, Tier 1 common capital, and Tier 1 capital (as defined in the regulations) to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of December 31, 2021, that the Company and the Bank meet all capital adequacy requirements to which they are subject.

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Embassy Bancorp, Inc.

Effective in 2018, the Federal Reserve raised the consolidated asset limit to be considered a small bank holding company from $1 billion to $3 billion.  A company that qualifies as a small bank holding company is not subject to the Federal Reserve’s consolidated capital rules, although a company that so qualifies may continue to file reports that include such capital amounts and ratios.  The Company has elected to continue to report those amounts and ratios.

As of December 31, 2021, the most recent notification from the regulatory agencies categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual capital amounts and ratios at December 31, 2021 and 2020 are presented below:

Actual

For Capital Adequacy
‎Purposes

To be Well Capitalized under
‎Prompt Corrective Action
‎Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollar Amounts in Thousands)

December 31, 2021:

Total capital (to risk-weighted assets)

$

135,004

14.0

%

$

≥

77,045

≥

8.0

%

$

≥

96,306

≥

10.0

%

Tier 1 common capital (to risk-weighted assets)

123,520

12.8

≥

43,338

≥

4.5

≥

62,599

≥

6.5

Tier 1 capital (to risk-weighted assets)

123,520

12.8

≥

57,784

≥

6.0

≥

77,045

≥

8.0

Tier 1 capital (to average assets)

123,520

7.7

≥

64,091

≥

4.0

≥

80,114

≥

5.0

December 31, 2020:

Total capital (to risk-weighted assets)

$

119,583

13.1

%

$

≥

73,119

≥

8.0

%

$

≥

91,399

≥

10.0

%

Tier 1 common capital (to risk-weighted assets)

109,013

11.9

≥

41,130

≥

4.5

≥

59,409

≥

6.5

Tier 1 capital (to risk-weighted assets)

109,013

11.9

≥

54,839

≥

6.0

≥

73,119

≥

8.0

Tier 1 capital (to average assets)

109,013

8.1

≥

53,721

≥

4.0

≥

67,152

≥

5.0

The Company’s actual capital amounts and ratios at December 31, 2021 and 2020 are presented below:

Actual

For Capital Adequacy
‎Purposes

Amount

Ratio

Amount

Ratio

(Dollar Amounts in Thousands)

December 31, 2021:

Total capital (to risk-weighted assets)

$

135,193

14.0

%

$

≥

76,991

≥

8.0

%

Tier 1 common capital (to risk-weighted assets)

123,709

12.9

≥

43,307

≥

4.5

Tier 1 capital (to risk-weighted assets)

123,709

12.9

≥

57,743

≥

6.0

Tier 1 capital (to average assets)

123,709

7.7

≥

64,092

≥

4.0

December 31, 2020:

Total capital (to risk-weighted assets)

$

119,807

13.1

%

$

≥

73,122

≥

8.0

%

Tier 1 common capital (to risk-weighted assets)

109,237

12.0

≥

41,131

≥

4.5

Tier 1 capital (to risk-weighted assets)

109,237

12.0

≥

54,841

≥

6.0

Tier 1 capital (to average assets)

109,237

8.1

≥

53,722

≥

4.0

The Bank is subject to certain restrictions on the amount of dividends that it may declare due to regulatory considerations. The Pennsylvania Banking Code provides that cash dividends may be declared and paid only out of accumulated net earnings.

81

Embassy Bancorp, Inc.

Note 14 - Fair Value of Financial Instruments

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.


‎

82

Embassy Bancorp, Inc.

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy utilized at December 31, 2021 and 2020 are as follows:

Description

(Level 1) Quoted Prices in Active Markets for Identical Assets

(Level 2) Significant Other Observable Inputs

(Level 3) Significant Unobservable Inputs

Total

(In Thousands)

U.S. Government agency obligations

$

-

$

28,858

$

-

$

28,858

Municipal bonds

-

61,104

-

61,104

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - commercial

-

530

-

530

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - residential

-

219,772

-

219,772

December 31, 2021 Securities available for sale

$

-

$

310,264

$

-

$

310,264

U.S. Treasury securities

$

-

$

9,998

$

-

$

9,998

U.S. Government agency obligations

-

39,036

-

39,036

Municipal bonds

-

39,376

-

39,376

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - commercial

-

543

-

543

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - residential

-

41,987

-

41,987

December 31, 2020 Securities available for sale

$

-

$

130,940

$

-

$

130,940

The fair value of securities available for sale are determined by 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. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things.

For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2021 and 2020 are as follows:

Description

(Level 1) Quoted Prices in Active Markets for Identical Assets

(Level 2) Significant Other Observable Inputs

(Level 3) Significant Unobservable Inputs

Total

(In Thousands)

December 31, 2021 Impaired loans

$

-

$

-

$

916

$

916

December 31, 2020 Impaired loans

$

-

$

-

$

1,361

$

1,361

Impaired loans are those that are accounted for under existing FASB guidance, in which the Bank 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. Fair values may also include qualitative adjustments by management based on economic conditions and liquidation expenses. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

83

Embassy Bancorp, Inc.

Real estate properties acquired through, or in lieu of, foreclosure are to be sold and are carried at fair value less estimated cost to sell. Fair value is based upon independent market prices or appraised value of the property. These assets would be included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement. At both December 31, 2021 and December 31, 2020, the Company had no real estate properties acquired through, or in lieu of, foreclosure.

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

Quantitative Information about Level 3 Fair Value Measurements

Description

Fair Value
‎Estimate

Valuation Techniques

Unobservable Input

Range
‎(Weighted Average)

(Dollars In Thousands)

December 31, 2021:

Impaired loans

$

916

Appraisal of collateral and
‎

Appraisal adjustments (1)

0% to -25% (-22.8%)

pending agreement of sale

Liquidation expenses (2)

0% to -8.5% (-7.7%)

December 31, 2020:

Impaired loans

$

1,361

Appraisal of collateral and
‎

Appraisal adjustments (1)

0% to -25% (-15.1%)

pending agreement of sale

Liquidation expenses (2)

0% to -10.0% (-8.5%)

(1)

Appraisals may be adjusted by management for qualitative factors including economic conditions and the age of the appraisal.

The range and weighted average of appraisal adjustments are presented as a percent of the appraisal.

(2)

Appraisals and pending agreements of sale are adjusted by management for liquidation expenses. The range and weighted average

of liquidation expense adjustments are presented as a percent of the appraisal or pending agreement of sale.


‎

84

Embassy Bancorp, Inc.

The estimated fair values of the Company’s financial instruments were as follows at December 31, 2021 and 2020:

(Level 1)

Quoted

(Level 2)

Prices in

Significant

(Level 3)

Active

Other

Significant

Carrying

Fair Value

Markets for

Observable

Unobservable

Amount

Estimate

Identical Assets

Inputs

Inputs

(In Thousands)

December 31, 2021:

Financial assets:

Cash and cash equivalents

$

169,692

$

169,692

$

169,692

$

-

$

-

Securities available-for-sale

310,264

310,264

-

310,264

-

Loans receivable, net of allowance

1,096,555

1,141,467

-

-

1,141,467

Paycheck Protection Program loans receivable

8,568

8,163

-

-

8,163

Restricted investments in bank stock

1,424

1,424

-

1,424

-

Accrued interest receivable

2,603

2,603

-

2,603

-

Financial liabilities:

Deposits

1,467,025

1,467,938

-

1,467,938

-

Securities sold under agreements to

repurchase and federal funds purchased

11,252

11,252

-

11,252

-

Long-term borrowings

14,651

14,665

-

-

14,665

Accrued interest payable

652

652

-

652

-

Off-balance sheet financial instruments:

Commitments to grant loans

-

-

-

-

-

Unfunded commitments under lines of credit

-

-

-

-

-

Standby letters of credit

-

-

-

-

-

December 31, 2020:

Financial assets:

Cash and cash equivalents

$

131,907

$

131,907

$

131,907

$

-

$

-

Securities available-for-sale

130,940

130,940

-

130,940

-

Loans receivable, net of allowance

1,079,339

1,158,545

-

-

1,158,545

Paycheck Protection Program loans receivable

54,334

54,632

-

54,632

Restricted investments in bank stock

1,330

1,330

-

1,330

-

Accrued interest receivable

3,136

3,136

-

3,136

-

Financial liabilities:

Deposits

1,232,379

1,235,483

-

1,235,483

-

Securities sold under agreements to

repurchase and federal funds purchased

13,612

13,612

-

13,612

-

Long-term borrowings

14,651

14,707

-

-

14,707

Paycheck Protection Program

Liquidity Facility

50,794

50,810

-

-

50,810

Accrued interest payable

1,640

1,640

-

1,640

-

Off-balance sheet financial instruments:

Commitments to grant loans

-

-

-

-

-

Unfunded commitments under lines of credit

-

-

-

-

-

Standby letters of credit

-

-

-

-

-

Note 15 - Transactions with Executive Officers, Directors and Principal Stockholders

The Company has had, and may be expected to have in the future, banking transactions in the ordinary course of business with its executive officers, directors, principal stockholders, their immediate families, and affiliated companies (commonly referred to as related parties).

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Embassy Bancorp, Inc.

Related parties were indebted to the Company for loans totaling $15.3 million and $16.2 million at December 31, 2021 and 2020, respectively. During 2021, loans totaling $857 thousand were disbursed and loan repayments totaled $1.8 million.

Deposits with related parties were $17.1 million and $18.4 million at December 31, 2021 and 2020, respectively.

Fees paid to related parties for legal services for the years ended December 31, 2021 and 2020 were approximately $59 thousand and $29 thousand, respectively. The Company leases its main banking office from an investment group comprised of related parties and its West Broad Street office also from a related party, as disclosed in Note 16.

Note 16 - Lease Commitments

The Company’s leases are all classified as operating leases. Currently, many of these leases contain renewal options. The Company has reviewed and based the right of use assets and lease liabilities on the present value of unpaid future minimum lease payments. Additionally, the amounts for the branch leases were impacted by assumptions around renewals and/or extensions and the interest rate used to discount those future lease obligations. The Company used the FHLB advance rates to calculate the discount rate in their review because none of the Company’s leases provided an implicit rate. At December 31, 2021 and 2020 the weighted average discount rate for all operating leases was 2.90% and 3.00%, respectively, with branch leases having a weighted average discount rate of 2.93% and 3.04%, respectively, and equipment leases having a weighted average discount rate of 1.08% and 1.20%, respectively. These leases expire at various dates through October 2030. All operating equipment leases do not have renewal language in their contracts and therefore use the current term. As of December 31, 2021, the operating leases overall had a weighted average lease term of 5.78 years, with the branch leases having a weighted average life of 5.83 years and equipment leases having a weighted average life of 3.19 years.

At December 31, 2021, the Company had right of use assets of $8.7 million (included in other assets) and lease liabilities of $8.9 million (included in other liabilities) and at December 31, 2020, the Company had right of use assets of $9.0 million (included in other assets) and lease liabilities of $9.2 million (included in other liabilities), respectively. The cost for operating leases was $1.8 million for the year ended December 31, 2020 and the cost of operating leases was $1.7 million, including short-term lease cost of $18 thousand, for the year ended December 31, 2020, respectively. Operating cash flow paid for lease liabilities was $1.8 million for the year ended December 31, 2021 and $1.6 million for the year ended December 31, 2020, respectively.

In addition to fixed rentals, the leases require the Company to pay certain additional expenses of occupying these spaces, including real estate taxes, insurance, utilities, and repairs. These additional expenses, along with depreciation on leasehold improvements, are included in occupancy and equipment expense in the Consolidated Statements of Income. A portion of these leases are with related parties as noted in the following table.


‎

86

Embassy Bancorp, Inc.

A reconciliation of operating lease liabilities by minimum lease payments by year and in aggregate and discount amounts in aggregate, as of December 31, 2021, are as follows:

Branch Leases

Equipment

Third Parties

Related Parties

Leases

Total

(In Thousands)

2022

$

1,118

$

660

$

55

$

1,833

2023

1,135

672

41

1,848

2024

1,065

685

39

1,789

2025

761

698

22

1,481

2026

740

671

-

1,411

Thereafter

1,231

55

-

1,286

Total Payments

6,050

3,441

157

9,648

Less: Discount Amount

431

280

2

713

Total Lease Liability

$

5,619

$

3,161

$

155

$

8,935

Rent expense to related parties was $661 thousand for the years ended December 31, 2021 and 2020, respectively, as described in Note 15.

Note 17 - Federal Income Taxes

The components of income tax expense are as follows:

Year Ended December 31,

2021

2020

(In Thousands)

Current

$

4,324

$

3,479

Deferred

(258)

(558)

Income Tax Expense

$

4,066

$

2,921

A reconciliation of the statutory federal income tax at a rate of 21% as of December 31, 2021 and December 31, 2020 to the income tax expense included in the consolidated statements of income is as follows:

Years Ended December 31,

2021

2020

(In Thousands)

Dollar

%

Dollar

%

Federal income tax at statutory rate

$

4,379

21.0

%

$

3,303

21.0

%

Tax-exempt interest

(243)

(1.2)

%

(208)

(1.3)

%

Bank owned life insurance

(104)

(0.5)

%

(171)

(1.1)

%

Other

34

0.2

%

(3)

0.0

%

Income Tax Expense

$

4,066

19.5

%

$

2,921

18.6

%

The Company evaluates its tax positions which is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a likelihood of being realized on examination of more than 50 percent. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Under the “more likely than not” threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. As of December 31, 2021 and 2020, the Company had no material unrecognized tax benefits or accrued interest and penalties. The

87

Embassy Bancorp, Inc.

Company’s policy is to account for interest as a component of interest expense and penalties as a component of other expense.

The components of the net deferred tax asset (included in other assets) are as follows:

December 31,

2021

2020

(In Thousands)

Deferred tax assets:

Allowance for loan losses

$

2,412 

$

2,220 

Deferred compensation

1,406 

1,261 

Lease liability

1,876 

1,938 

Unrealized loss on securities available for sale

317 

-

Other

19 

4 

Total Deferred Tax Assets

6,030 

5,423 

Deferred tax liabilities:

Premises and equipment

87 

53 

Prepaid assets

321 

221 

Deferred loan costs

589 

629 

Right of use asset

1,834 

1,896 

Unrealized gain on securities available for sale

-

781 

Total Deferred Tax Liabilities

$

2,831 

$

3,580 

Net Deferred Tax Asset

$

3,199 

$

1,843 

Based upon the level of historical taxable income and projections for future taxable income over periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences.


‎

88

Embassy Bancorp, Inc.

Note 18 – Parent Company Only Financial

Condensed financial information pertaining only to the parent company, Embassy Bancorp, Inc., is as follows:

BALANCE SHEETS

December 31,

2021

2020

(In Thousands)

ASSETS

Cash

$

481 

$

473 

Other assets

43 

33 

Investment in subsidiary

122,325 

111,950 

Total Assets

$

122,849 

$

112,456 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Other liabilities

$

334 

$

282 

Stockholders’ equity

122,515 

112,174 

Total Liabilities and Stockholders’ Equity

$

122,849 

$

112,456 

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Years Ending December 31,

2021

2020

(In Thousands)

Other expenses

$

(482)

$

(449)

Equity in net income of banking subsidiary

17,171 

13,169 

Income before income taxes

16,689 

12,720 

Income tax benefit

97 

90 

Net income

$

16,786 

$

12,810 

Equity in other comprehensive (loss) gain of banking subsidiary

(4,131)

1,597 

Comprehensive income

$

12,655 

$

14,407 


‎

89

Embassy Bancorp, Inc.

STATEMENT OF CASH FLOWS

Years Ending December 31,

2021

2020

(In Thousands)

Cash Flows from Operating Activities:

Net income

$

16,786 

$

12,810 

Adjustments to reconcile net income to net cash used in

operating activities:

Stock compensation expense

432 

286 

Net change in other assets and liabilities

42 

39 

Equity in net income of banking subsidiary

(17,171)

(13,169)

Net Cash Provided By (Used in) Operating Activities

89 

(34)

Cash Flows Provided By Investing Activities:

Dividend from banking subsidiary

2,665 

2,385 

Cash Flows from Financing Activities:

Exercise of stock options, net of payment for stock tendered,

and proceeds from employee stock purchase plan

177 

275 

Purchase of treasury stock

(670)

(765)

Dividends paid

(2,253)

(1,644)

Net Cash Used in Financing Activities

(2,746)

(2,134)

Net Increase in Cash

8 

217 

Cash – Beginning

473 

256 

Cash – Ending

$

481 

$

473 


‎

90

Embassy Bancorp, Inc.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE.

None.

Item 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 as of December 31, 2021. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of December 31, 2021, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed by the Company within the time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

A Report of Management’s Assessment of Internal Control Over Financial Reporting is located on page 48 of this report, and incorporated herein by reference.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. OTHER INFORMATION.

None.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.


‎

91

Embassy Bancorp, Inc.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by Part III, Item 10, is incorporated herein by reference to the information under the captions “Governance of the Company,” “Board of Directors,” “Information as to Nominees and Directors,” “Executive Officers,” “Nominating Process,” “Code of Conduct (Ethics),” “Committees of the Board of Directors”, “Report of Audit Committee” and “Delinquent Section 16(a) Reports” in the Company’s definitive proxy statement to be filed with the SEC in connection with the Company’s 2022 annual meeting of shareholders.

Item 11. EXECUTIVE COMPENSATION.

The information required by Part III, Item 11, is incorporated herein by reference to the information under the captions “Director Compensation,” “Executive Compensation” and “Agreements with Executive Officers” in the Company’s definitive proxy statement to be filed with the SEC in connection with the Company’s 2022 annual meeting of shareholders.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by Part III, Item 12, is incorporated herein by reference to the information under Item 5 of this report and the information under the caption “Information Concerning Share Ownership” in the Company’s definitive proxy statement to be filed with the SEC in connection with the Company’s 2022 annual meeting of shareholders.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by Part III, Item 13, is incorporated herein by reference to the information under the captions “Certain Relationships and Related Transactions” and “Director Independence” in the Company’s definitive proxy statement to be filed with the SEC in connection with the Company’s 2022 annual meeting of shareholders.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by Part III, Item 14, is incorporated herein by reference to the information under the captions “Independent Registered Public Accounting Firm”, “Fees of Independent Accountants” and “Report of Audit Committee” in the Company’s definitive proxy statement to be filed with the SEC in connection with the Company’s 2022 annual meeting of shareholders.


‎

92

Embassy Bancorp, Inc.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)

Financial Statement Schedules can be found under Item 8 of this report.

(b)

Exhibits required by Item 601 of Regulation S-K:

Exhibit

Number

Description

3.1

Articles of Incorporation, as amended (conformed).

3.2

By-Laws.

4.1

Description of the Company's Securities.

10.1

Amended and Restated Embassy Bancorp, Inc. 2010 Stock Incentive Plan (Incorporated by reference to Annex A of Registrant's definitive proxy statement filed on May 1, 2019).

10.2

Form of Stock Option Grant Agreement – Directors.

10.3

Form of Stock Option Grant Agreement – Executive Officers.

10.4

Lease Agreement dated June 11, 2001 for the Rte. 512 Bethlehem office, Bethlehem, PA (Incorporated by reference to Exhibit 10.4 of Registrant’s Form 10-K filed on March 12, 2021).

10.5

Lease Addendum dated January 1, 2005 for additional space in Rte. 512 Bethlehem office, Bethlehem, PA (Incorporated by reference to Exhibit 10.6 of Registrant’s Form 10-K filed on March 12, 2021).

10.6

Second Lease Expansion Addendum dated October 21, 2011 by and between Embassy Bank for the Lehigh Valley and Red Bird Associates, LLC (Incorporated by reference to Exhibit 10.13 of Registrant’s Form 10-K filed on March 30, 2017).

10.7

Lease Renewal and Modification Agreement dated May 4, 2012 by and between Embassy Bank for the Lehigh Valley and Red Bird Associates LLC (Incorporated by reference to Exhibit 10.14 of Registrant’s Form 10-K filed on March 15, 2018).

10.8

Lease Renewal dated February 17, 2017 by and between Embassy Bank for the Lehigh Valley and Red Bird Associates, LLC (Incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K filed on February 21, 2017).

10.9

Lease Expansion Agreement dated June 15, 2018 by and between Embassy Bank for the Lehigh Valley and Red Bird Associates, LLC (Incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K filed on June 19, 2018).

10.10

Amended and Restated Employment Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated May 24, 2018 (Incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K filed on May 29, 2018).

10.11

Amended and Restated Employment Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated May 24, 2018 (Incorporated by reference to Exhibit 10.2 of Registrant's Form 8-K filed on May 29, 2018).

10.12

Employment Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated February 20, 2009 (Incorporated by reference to Exhibit 10.21 of Registrant’s Form 10-K filed on March 12, 2021).

10.13

Amendment to Employment Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated November 19, 2010.

10.14

Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated November 19, 2010.

10.15

Amendment No. 1 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated November 21, 2011 (Incorporated by reference to Exhibit 10.23 of Registrant’s Form 10-K filed on March 30, 2017).

10.16

Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated November 19, 2010.

10.17

Amendment No. 2 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated January 1, 2013 (Incorporated by reference to Exhibit 10.27 of Registrant’s Form 10-K filed on March 13, 2019).

10.18

Amendment No. 3 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated January 23, 2014 (Incorporated by reference to Exhibit 10.29 of Registrant’s Form 10-K filed on March 11, 2020).


‎

93

Embassy Bancorp, Inc.

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (Continued)

Exhibit

Number

Description

10.19

Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated November 19, 2010.

10.20

Amendment No. 2 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated January 1, 2013 (Incorporated by reference to Exhibit 10.30 of Registrant’s Form 10-K filed on March 13, 2019).

10.21

Amendment No. 3 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated January 23, 2014 (Incorporated by reference to Exhibit 10.32 of Registrant’s Form 10-K filed on March 11, 2020).

10.22

Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated November 19, 2010.

10.23

Amendment No. 2 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated January 1, 2013 (Incorporated by reference to Exhibit 10.33 of Registrant’s Form 10-K filed on March 13, 2019).

10.24

Amendment No. 3 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated January 23, 2014 (Incorporated by reference to Exhibit 10.35 of Registrant’s Form 10-K filed on March 11, 2020).

10.25

Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated December 23, 2015 (Incorporated by reference to Exhibit 10.34 of Registrant’s Form 10-K filed on March 12, 2021).

10.26

Amendment No. 1 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated December 21, 2016.

10.27

Amendment No. 2 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated December 20, 2017 (Incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on December 20, 2017).

10.28

Amendment No. 3 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated December 21, 2018 (Incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on December 21, 2018).

10.29

Amendment No. 4 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated December 18, 2020 (Incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on December 21, 2020).

10.30

Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated December 23, 2015 (Incorporated by reference to Exhibit 10.39 of Registrant’s Form 10-K filed on March 12, 2021).

10.31

Amendment No. 1 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated December 21, 2016.

10.32

Amendment No. 2 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated December 20, 2017 (Incorporated by reference to Exhibit 10.2 of Registrant’s Form 8-K filed on December 20, 2017).

10.33

Amendment No. 3 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated December 21, 2018 (Incorporated by reference to Exhibit 10.2 of Registrant’s Form 8-K filed on December 21, 2018).

10.34

Amendment No. 4 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated December 18, 2020 (Incorporated by reference to Exhibit 10.2 of Registrant’s Form 8-K filed on December 21, 2020).

10.35

Embassy Bancorp, Inc. Employee Stock Purchase Plan.

11.1

The statement regarding computation of per share earnings required by this exhibit is contained in Note 1 to the financial statements captions “Earnings Per Share.”

94

Embassy Bancorp, Inc.

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (Continued)

Exhibit

Number

Description

21.1

Subsidiaries of the Registrant.

23.1

Consent of Baker Tilly US, LLP.

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.

101.1

XBRL - Related Documents

No. Description

101. INS

XBRL Instance Document. *

101. SCH

XBRL Taxonomy Extension Schema Document.

101. CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101. LAB

XBRL Taxonomy Extension Label Linkbase Document.

101. PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

101. DEF

XBRL Taxonomy Extension Definitions Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL

and contained in Exhibit 101)

* This instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL.

Item 16. FORM 10-K SUMMARY.

None.


‎

95

Embassy Bancorp, Inc.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned, thereunto duly authorized.

EMBASSY BANCORP, INC.

Dated: March 18, 2022

By:

/s/ David M. Lobach, Jr.

David M. Lobach, Jr.

Chairman, President and Chief Executive Officer

Dated: March 18, 2022

By:

/s/ Judith A. Hunsicker

Judith A. Hunsicker

First Executive Officer, Chief Operating

Officer, Secretary and Chief Financial Officer


‎

96

Embassy Bancorp, Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed

below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: March 18, 2022

/s/ Frank Banko III

Frank Banko III, Director

Dated: March 18, 2022

/s/ Geoffrey F. Boyer

Geoffrey F. Boyer, Director

Dated: March 18, 2022

/s/ John G. Englesson

John G. Englesson, Director

Dated: March 18, 2022

/s/ Bernard M. Lesavoy

Bernard M. Lesavoy, Director

Dated: March 18, 2022

/s/ David M. Lobach, Jr.

David M. Lobach, Jr., Director and Chairman of the Board

Dated: March 18, 2022

/s/ John C. Pittman

John C. Pittman, Director

Dated: March 18, 2022

/s/ Patti Gates Smith

Patti Gates Smith, Director

Dated: March 18, 2022

/s/ John T. Yurconic

John T. Yurconic, Director

97

 EX-3.1 2 emyb-20211231xex3_1.htm EX-3.1 Exhibit 3.1



Exhibit 3.1



ARTICLES OF INCORPORATION OF
EMBASSY BANCORP, INC. 

(a Pennsylvania Business Stock Entity 15 Pa.C.S. §1306)

(conformed – as amended through July 15, 2016)





 

FIRST:    The name of the Corporation is Embassy Bancorp, Inc.



 

SECOND:    The exact location and post office address of the principal place of business is:  100 Gateway Drive, Suite 100 Bethlehem, Pennsylvania  18017.



 

THIRD:    The purpose of the Corporation is and it shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under provisions of the Business Corporation Law of 1988, the Act approved December, 1988, P.L. 1444, as amended (the "Pennsylvania Business Corporation Law").



 

FOURTH:    The Corporation is incorporated under the provisions of the Pennsylvania Business Corporation Law.



 

FIFTH:    The Corporation is to exist perpetually.



 

SIXTH:    The Corporation shall have authority to issue 30,000,000 shares of stock, of which 20,000,000 shall be common stock, $1.00 par value per share, and 10,000,000 shares shall be preferred stock, $1.00 par value per share.   The Board of Directors is hereby authorized from time to time to provide by resolution for the issuance of any of the authorized but unissued shares of common stock of the Corporation.  Except as otherwise provided in this Article SIXTH (or in any supplementary sections hereto), the holders of common stock shall exclusively possess all voting power.  Each holder of shares of common stock shall be entitled to one vote for each share held by such holder.



The Board of Directors is hereby authorized to issue, in one or more classes or series, shares of preferred stock, with full, limited, multiple, fractional or no voting rights, and with such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights or other special or relative rights as shall be fixed from time to time by the Board of Directors.



Except as otherwise provided in any resolution or resolutions of the Board of Directors providing for the issuance of any particular class or series of preferred stock, the number of shares of stock of any such class or series so set forth in such resolution or resolutions may be increased or decreased (but not below the number of shares of such class or series then outstanding) by a resolution or resolutions adopted by the Board of Directors.



Except as otherwise provide in any resolution or resolutions of the Board of Directors providing for the issuance of any particular class or series of preferred stock, preferred stock redeemed or otherwise acquired by the Corporation shall assume the status of authorized but unissued preferred stock, shall be unclassified as to class or series and may thereafter, subject to the provisions of this Article SIXTH and to any restrictions contained in any resolution or resolutions of the Board of Directors providing for the issue of any such class or series of preferred stock, be reissued in the same manner as other authorized but unissued preferred stock.











 



 

SEVENTH:    The name and address of each of the incorporators, each having subscribed for one (1) share of common stock, are:





 



Place of Residence and

Name

Post Office Address



 

David M. Lobach

6932 Kings Hwy. S.



Zionsville, PA 18092



 

Judith A. Hunsicker

328 West St.



Bethlehem, PA 18018



 

James R. Bartholomew

4519 Virginia Dr.



Bethlehem, PA 18017



 

EIGHTH:    No holder of shares of any class or of any series of any class shall have any preemptive right to subscribe for, purchase or receive any shares of the Corporation, whether now or hereafter authorized, or any obligations or other securities convertible into or carrying options or warrants to purchase any such shares of the Corporation, or any options or rights to purchase any such shares or securities, issued or sold by the Corporation for cash or any other form of consideration, and any such shares, securities, options, warrants or rights may be issued or disposed by the Board of Directors to such persons and on such terms as the Board of Directors, in its discretion, shall deem advisable.



 

NINTH:    (a)    The Board of Directors may, if it deems it advisable, oppose a tender or other offer for the Corporation’s securities, whether the offer is in cash or in the securities of a corporation or otherwise.  When considering whether to oppose an offer, the Board of Directors may, but is not legally obligated to, consider any relevant, germane or pertinent issue; by way of illustration, but not to be considered any limitation on the power of the Board of Directors to oppose a tender or other offer for this Corporation’s securities, the Board of Directors may, but shall not be legally obligated to, consider any or all of the following:



  (i)       Whether the offer price is acceptable based on the historical and present operating results or financial condition of the Corporation;



  (ii)    Whether a more favorable price could be obtained for this Corporation’s securities in the future;



 (iii)   The social and economic effects of the offer or transaction on this Corporation and any of its subsidiaries, employees, depositors, loan and other customers, creditors, shareholders and other elements of the communities in which this Corporation and any of its subsidiaries operate or are located;



  (iv)    The value of the securities (if any) which the offeror is offering in exchange for the Corporation’s securities, based on an analysis of the worth of the offeror or other entity whose securities are being offered;



 (v)    The business and financial conditions and earnings prospects of the offeror, including, but not limited to, debt service and other existing or likely financial obligations of the offeror, and the possible affect of such conditions upon this Corporation and any of its subsidiaries in the communities in which they operate or are located; and



-  2  -

 

 





 

   (vi)    Any antitrust or other legal and regulatory issues that are raised by the offer.



 

(b)     If the Board of Directors determines that an offer should be rejected, it may take any lawful action to accomplish its purpose, including, but not limited to, any or all of the following: advising shareholders not to accept the offer; litigation against the offeror; filing complaints with all governmental and regulatory authorities; acquiring the offeror institution’s securities; selling or otherwise issuing authorized but unissued securities or treasury stock or granting options with respect thereto; acquiring a company to create an antitrust or other regulatory problem for the offeror; and obtaining a more favorable offer from another individual or entity.



TENTH:    The power to make, alter, amend and repeal the Bylaws is expressly vested in the Board of Directors (except as to Bylaws fixing the qualifications, classifications or terms of office of Directors), subject however to the right of the shareholders to change such action by the affirmative vote of seventy percent (70%) of the outstanding shares of common stock.



ELEVENTH:    No merger, consolidation, liquidation or dissolution of the Corporation nor any action that would result in the sale or other disposition of all or substantially all of the assets of the Corporation shall be valid unless first approved by the affirmative vote of the holders of at least seventy percent (70%) of the outstanding shares of common stock of the Corporation.  This Eleventh Article may not be amended unless first approved by the affirmative vote of the holders of at least seventy percent (70%) of the outstanding shares of common stock of the Corporation.



TWELFTH:    Subchapter E of Chapter 25 of the Pennsylvania Business Corporation Law (relating to the right of shareholders to receive payment for shares following a control transaction) shall not apply to the Corporation.



 

THIRTEENTH:    Cumulative voting rights shall not exist with respect to the election of directors.



-  3  -

 

EX-3.2 3 emyb-20211231xex3_2.htm EX-3.2 Exhibit 3.2

Exhibit 3.2



AMENDED AND RESTATED BYLAWS

OF
EMBASSY BANCORP, INC.



Effective as of July 15, 2016



ARTICLE I
Meetings of Shareholders



Section 1.1.Annual Meeting.  The annual meeting of the shareholders, to elect Directors and transact whatever business that may properly be brought before the meeting, shall be held in each calendar year at such time and place as the Board of Directors may legally designate.



Section 1.2.Special Meeting.  Except as otherwise specifically provided by applicable statute, special meetings of the shareholders may be called for any proper purpose at any time by the President, the Board of Directors, or by any two or more shareholders owning, in the aggregate, not less than twenty (20) percent of the shares entitled to vote at the particular meeting. 



Section 1.3.Notice of Meeting.  A written or printed notice of the time, place and, if a special meeting, purpose of such special meeting, unless otherwise provided by law, shall be given to every shareholder of record entitled to vote at the meeting, by mailing, postage prepaid, not less than ten (10) days prior to the date fixed for the meeting, at the address appearing on the books of the Corporation.  Business transacted at all special meetings shall be confined to the business and purposes stated in the notice of such meeting (other than procedural matters relating to the conduct of the meeting).



Section 1.4.Shareholders of Record.  The Board of Directors may fix a date for the determination of the shareholders entitled to receive notice of and to vote at any meeting or to receive any dividend, distribution or allotment of rights or a date for any change, conversion or exchange of shares by fixing a record date not more than ninety (90) days prior thereto.  Only shareholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the Corporation after any record date fixed as provided in this Section.  When a determination of shareholders of record has been made as provided in this Section 1.4 for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.



Section 1.5.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote on a particular matter shall constitute a quorum for purposes of considering and acting on such matter.  If a proxy casts a vote on behalf of a shareholder on any issue other than a procedural motion considered at a meeting of shareholders, the shareholder shall be deemed to be present during the entire meeting for purposes of determining whether a quorum is present for consideration of any other issue.  If a meeting cannot be organized for lack of a quorum, those present, in person or by proxy, may

 

 

 

adjourn the meeting to such time and place as they may determine, without notice other than an announcement at the meeting, until the requisite number of shareholders for a quorum shall be present, in person or by proxy, except that, in the case of any meeting called for the election of Directors, those shareholders entitled to vote who attend a meeting at which Directors are to be elected that has been previously adjourned for lack of a quorum, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing Directors. At any adjourned meeting at which a quorum shall be present or so represented, any business may be transacted which might have been transacted at the original meeting if a quorum had been present. The shareholders present, in person or by proxy, at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.



Section 1.6.Voting Rights.  Except as provided by applicable statute or by the articles of incorporation, a majority of votes cast shall decide every question or matter submitted to the shareholders at any meeting. A shareholder may vote in person or by proxy duly authorized in writing in accordance with the law, and be entitled to one vote for each share standing in his name on the books of the Corporation.



Section 1.7.Judges of Election.  The Board of Directors shall appoint three judges, not candidates for office and who need not be shareholders, to conduct the election or vote at any meeting.  After a meeting, the judges shall make a report in writing of any question or matters determined by them and execute a certificate of any fact found by them, which the Secretary shall cause to be recorded in the minutes of the meeting.  The decision, act or certificate of a majority shall be the decision, act or certificate of all.  If any judge of election shall not be present at a meeting the vacancy shall be filled by the chairman of the meeting.



Section 1.8.Business at Meetings of Shareholders. 



(a) Except as otherwise provided by applicable statute or these bylaws, nominations of persons for election to the Board of Directors and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (i) by or at the direction of the Board of Directors; (ii) pursuant to the Corporation’s notice of meeting (or any supplement thereto); or (iii) by any shareholder of the Corporation who (A) is a shareholder of record at the time of giving of notice provided for in this Section 1.8 and will be such at the time of the meeting; (B) is entitled to vote at the meeting; and (C) complies with the notice and other procedures set forth in subsections (b) and (c) of this Section 1.8.

(b) For nominations or other business to be properly brought before an annual meeting by a shareholder, pursuant to clause (iii) of subsection (a) of this Section 1.8 (or before a special meeting of shareholders pursuant to subsection (d) of this Section 1.8), the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute a proper matter for shareholder action. To be timely, a shareholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not less than one hundred twenty (120) days prior to the first anniversary of the date of the Corporation’s proxy statement released to shareholders in connection with the preceding year’s annual meeting; provided, however, that if the Corporation did not hold an annual meeting

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the preceding year or if the date of the annual meeting is changed by more than thirty (30) days from the date of the preceding year’s annual meeting, to be timely, notice by the shareholder must be delivered not later than the one hundred twentieth (120th) day prior to the date of the annual meeting (or, if later, the tenth (10th) day following the day on which public announcement is first made of the date of the annual meeting). In no event shall the adjournment of an annual meeting commence a new time period for the giving of a shareholder’s notice as described above. Such shareholder’s notice shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case including any successor Rule or regulation thereto, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected; (ii) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and of any beneficial owner on whose behalf the proposal is made; and (iii) as to the shareholder giving the notice and any beneficial owner on whose behalf the nomination or proposal is made (A) the name and address of such shareholder, as they appear on the Corporation’s books, and the name, address and telephone number of such beneficial owner, (B) the number and class of shares of capital stock of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner, (C) a description of any and all agreements, arrangements or understandings entered into by the shareholder, the beneficial owner or their respective affiliates with respect to equity securities of the Corporation, including any put or call arrangements, derivative securities, short positions, borrowed shares or swap or similar arrangements, specifying in each case the effect of such agreements, arrangements or understandings on any voting or economic rights with respect to equity securities of the Corporation, in each case as of the date of the notice and in each case describing any changes in voting or economic rights which may arise pursuant to the terms of such agreements, arrangements or understandings, (D) to the extent not covered by clauses (B) and (C), any disclosures that would be required pursuant to Item 5 or Item 6 of Schedule 13D promulgated under the Exchange Act if the requirements therein were applicable to the shareholder or the beneficial owner, and a representation as to whether the shareholder or the beneficial owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from shareholders in support of such proposal or nomination and (E) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination. If, after the shareholder has delivered such notice, any information required to be contained in such notice as described in clauses (A) through (E) above changes prior to the date of the meeting, such notice shall be deemed to be not in compliance with this Section 1.8 and not effective unless such shareholder, within three New York Stock Exchange business days of the date of the event causing such change in information, delivers to the Secretary of the Corporation an updated notice containing such change. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with

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Rule l4a-8 (or any successor thereto) promulgated under the Exchange Act and such shareholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Corporation.

(c) Subject to Section 1.5, nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which Directors are to be elected pursuant to the notice or waiver of notice of the meeting (i) by or at the direction of the Board of Directors; (ii) by the shareholder or shareholders who called such meeting; or (iii) by any other shareholder of the Corporation who is entitled to vote at such meeting, who complies with the notice procedures set forth in this Section 1.8 and who is a shareholder of record at the time such notice is delivered to the Secretary of the Corporation and will be such at the time of the meeting. Nominations by such shareholders of persons for election to the Board of Directors may be made at such special meeting of shareholders if the shareholder’s notice as required by subsection (b) of this Section 1.8 shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the ninetieth (90th) day prior to the date of the special meeting (or, if later, the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting). In no event shall the adjournment of a special meeting commence a new time period for the giving of a shareholder’s notice as described above.

(d) Other than as set forth in Section 2.3 hereof, only persons who are nominated in accordance with the procedures set forth in this Section 1.8 and who satisfy the requirements of Section 2.1 shall be eligible to serve as Directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.8. Except as otherwise provided by statute, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.8 and, if any proposed nomination or business is not in compliance with this Section 1.8, to declare that such defective proposal or nomination shall be disregarded.





ARTICLE II

Board of Directors



Section 2.1.Number and Tenure.  



(a)The business of the Corporation shall be managed by a Board of Directors of not less than five nor more than twenty-five in number who shall hold office for a three year term or until their successors are duly elected and qualified.  Within the foregoing limits, the Board of Directors may from time to time fix the number of Directors. The Directors shall be natural persons of full age. 



(b)Every Director shall be a shareholder of the Corporation. 



(c)The Directors shall be divided into three classes, to be known as Class 1, Class 2

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and Class 3.  Each class shall consist of approximately one third of the total Board of Directors.  All Directors shall serve for terms of three years and until his or her successor shall be elected and shall qualify, or until his or her earlier death, resignation or removal.  Election of Directors of Class 1 shall be at the annual meeting of shareholders in 2008 and every three years thereafter.  Election of Directors of Class 2 and 3 shall be at the annual meeting of shareholders in 2009 and 2010, respectively, and every three years thereafter.



Section 2.2.Advisory or Honorary Directors.  The Board of Directors may appoint each year such number of Advisory or Honorary Directors as the Board of Directors may from time to time determine.  Such persons shall not be entitled to vote at meetings of the Board of Directors.



Section 2.3.Vacancies.  Any vacancy in the Board of Directors, including vacancies resulting from an increase in the number of Directors, may be filled by a majority vote of the remaining members of the Board of Directors, though less than a quorum.  Each person so elected shall be a Director to serve for the balance of the unexpired term.



Section 2.4.Organization.  A meeting for the purpose of organizing the new Board of Directors and electing and appointing officers of the Corporation for the succeeding year shall be held on the first regularly scheduled meeting of the Board following the annual meeting of the shareholders.



Section 2.5.Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by resolution of at least a majority of the Board at a duly convened meeting, or by unanimous consent of the Board provided pursuant to Section 2.10.  Notice of each regular meeting of the Board shall specify the date, place and hour of the meeting and shall be given to each Director at least 24 hours before the meeting.



Special meetings may be called by the President or the Chairman and Lead Director, if any, acting together.  Notice of such special meeting shall be given to each member of the Board by the Secretary at least 24 hours before the meeting.



Section 2.6.Quorum; Action by the Board of Directors.  At all meetings of the Board, a majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, except as may be otherwise specifically provided by applicable statute or by the articles of incorporation or by these bylaws. If a quorum shall not be present at any meeting of Directors, the majority of Directors present thereat may adjourn the meeting. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken.  



Section 2.7.Telephone Participation.  Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment and be deemed present at the meetings.



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Section 2.8.Fees.  Each Director and Advisory Director, not a salaried officer, may receive a fee for attendance at each meeting of the Board of Directors, or any committee, in such amount as the Board of Directors may from time to time determine.



Section 2.9.Minutes.  The Board of Directors and each committee hereinafter provided for shall each keep minutes of the meetings.  Minutes of the committees shall be submitted at the next regular meeting of the Board of Directors, and any action taken by the Board of Directors with respect thereto shall be entered in the minutes of the Board of Directors.



Section 2.10.Board of Directors or Committee Action by Unanimous Consent. Any action which may be taken at a meeting of the Board of Directors or of the members of a committee of the Board may be taken without a meeting if, prior or subsequent to the action, a consent or consents setting forth the action so taken shall be provided by all of the Directors in office (or the members of the committee with regard to committee action), and shall be filed with the Secretary of the Corporation. For purposes of this Section 2.10, a consent may be given by means of a physical written copy or may be transmitted by facsimile transmission, e-mail or similar electronic communication technology, provided that the means of giving consent shall be convertible into reasonably legible written form within a reasonable time.



Section 2.11.Lead Director. The Board may elect from its non-employee members a Lead Director, who shall have such powers and duties as prescribed by the Board. A Director shall be deemed to be a non-employee member of the Board if he or she is not employed by the Corporation or any of its subsidiaries.



ARTICLE III
Committees



Section 3.1.Standing Committees.  The standing committees which shall be appointed from time to time by the Board of Directors shall be the Audit Committee and such other committees as may be deemed necessary by the Board or shareholders for efficient operation of the Corporation.



Section 3.2.Audit Committee.  The Audit Committee shall consist of not less than three nor more than five Directors, none of whom shall be active officers of the Corporation nor provide any paid consulting or other services to the Corporation. Three members of the Committee shall constitute a quorum.  The Committee shall effect its own organization.



The Audit Committee or the Board of Directors shall at least once in each year cause to be made by a certified public accountant selected for the purpose, a complete audit of the books and affairs of the Corporation.  Upon completion of the audit, the certified public accountant shall make a report thereof and its recommendations in accordance with the Securities Exchange Commission’s minimum acceptable requirements for directors’ audits to the Board of Directors.



Section 3.3.Special Committees.  The President shall have the authority to appoint all special committees and designate alternate members of all committees to serve temporarily for members unable to attend any meeting of a standing committee.

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Section 3.4.Telephone Participation.    Directors may participate in meetings of the various committees of the Board of Directors by means of conference telephone or similar communications equipment and be deemed present at the meetings.



ARTICLE IV
Officers



Section 4.1.Officers.  The Board of Directors, at their annual organization meeting, shall appoint a President, a Secretary and a Treasurer.  The Board of Directors may also appoint one or more Vice Presidents and such other officers and appoint such agents as it shall deem necessary, who shall hold offices for such terms, have such authority and perform such duties as may from time to time be prescribed by the Board of Directors.  Any two or more offices may be held by the same person.  The Board of Directors may delegate to any officer or committee the power to appoint subordinate officers and to specify their duties and authority and determine their compensation.



Section 4.2.President.  The President shall be the chief administrative officer of the Corporation and shall have supervision of the operations of the Corporation.  He shall be a member of the Board of Directors and ex officio member of all committees except the Audit Committee.



Section 4.3.Secretary.  The Secretary shall keep the minutes of the meetings of the shareholders and of the Board of Directors.  He shall have charge of the corporate records, papers and the corporate seal of the Corporation.  He shall give notice of all meetings of shareholders and of the Board of Directors.



Section 4.4.Treasurer.  The Treasurer, who shall be the Chief Financial Officer of the Corporation, shall be responsible for all money, funds, securities, fidelity and indemnity bonds and other valuables belonging to the Corporation, shall cause to be kept proper records of the transactions of the Corporation; and shall perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.



Section 4.5.Vice Presidents.  The Vice Presidents shall have such duties and powers as may from time to time be assigned to them by the Board of Directors or the President in the absence of any assignment by the Board of Directors.  One or more may be designated Executive Vice President, Senior Executive Vice President or Senior Vice President.



Section 4.6.Chairman and Vice Chairman.  The Directors may elect from among the Directors, a Chairman and Vice Chairman of the Board who shall have such duties and powers as may from time to time be assigned by the Board of Directors.



Section 4.7.Assistant Officers.  The Board of Directors may appoint one or more Assistant Officers.  Each Assistant Officer shall assist in the performance of the duties of the officer to whom he is assistant and shall perform such duties in the absence of the officer.  He shall perform such additional duties as the Board of Directors, the President, or the officer to

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whom he is assistant, may from time to time assign to him.



ARTICLE V
Authorities of Officers



Section 5.1.Seal.  The President, the Secretary, the Treasurer, and any Assistant Secretary or Treasurer, if any, shall each have authority to affix and attest the corporate seal of the Corporation.



Section 5.2.Corporate Act.  The President, acting in conjunction with the Secretary or Treasurer, or any Assistant Secretary or Treasurer, is authorized to perform such corporate and official acts as are necessary to carry on the business of the Corporation, subject to the directions of the Board of Directors.



Section 5.3.Duties of the President. The President, acting in conjunction with the Secretary or Treasurer, or any Assistant Secretary or Treasurer, subject to the directions of the Board of Directors, is fully empowered:



a. To sell, assign and transfer any and all shares of stock, bonds or other personal property standing in the name of the Corporation or held by the Corporation either in its own name or as agent;



b. To assign and transfer any and all registered bonds and to execute requests for payment or reissue of any such bonds that may be issued now or hereafter and held by the Corporation in its own right or as agent;



c. To sell at public or private sale, lease, mortgage or otherwise dispose of any real estate or otherwise dispose of any real estate or interest therein held or acquired by the Corporation in its own right or as agent, except the real estate and buildings occupied by the Corporation in the transaction of its business, and to execute and deliver any instrument necessary to completion of the transaction;



d. To receive and receipt for any sums of money or property due or owing to this Corporation in its own right or as agent and to execute any instrument of satisfaction thereof or any lien of record; and



e.  To execute and deliver any deeds, contracts, agreements, leases, conveyances, bills of sale, petitions, writings, instruments, releases, acquaintances and obligations necessary in the exercise of the corporate powers of the Corporation, including any bond required in the execution or administration of any fiduciary capacity. 



Section 5.4.Signatures.  Such of the officers and other employees as may from time to time be designated by the Board of Directors shall have the authority to sign checks, drafts, letters of credit, orders, receipts, and to endorse checks, bills of exchange, orders, drafts, and vouchers made payable or endorsed to the Corporation.



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Section 5.5.Loans and Pledge of Collateral.  Each of the President, (any Vice President), the Secretary or the Treasurer, acting in conjunction with any other of these designated officers, may effect loans on behalf of this Corporation from any banking institution, to the extent permitted by law, executing notes or obligations and pledging assets of this Corporation thereof.



ARTICLE VI
Amendments



Section 6.1.Amendments.  These bylaws may be altered, amended, added to or repealed by a vote of a majority of the Board of Directors at any regular meeting of the Board, or at any special meeting of the Board called for that purpose, except they shall not make or alter any bylaws fixing their qualifications, classifications or term of office, without the approval of the holders of 70% of the outstanding shares.  Any action by the Board of Directors which alters, amends, adds to, or repeals the Bylaws is subject, however, to the right of the shareholders to change such action by the affirmative vote of the holders of 70% of the outstanding shares.



ARTICLE VII

Capital Stock



Section 7.1.Execution. Except as otherwise provided in the articles of incorporation, the shares of the Corporation shall be represented by certificates. The certificates of shares of the Corporation shall be numbered and registered in a share register as they are issued. They shall exhibit the name of the registered holder and the number and class of shares and the series, if any, represented thereby and the par value of each share or a statement that such shares are without par value, as the case may be.



Section 7.2.Certificates. Unless otherwise provided by the Board of Directors, every share certificate shall be signed by two executive officers and sealed with the corporate seal, which may be a facsimile, engraved or printed, but where such certificate is signed by a transfer agent or by a transfer clerk of the Corporation or a registrar, the signature of any executive officer upon such certificate may be a facsimile, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer because of death, resignation or otherwise, before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the time of its issue.



Section 7.3.Uncertificated Shares. Notwithstanding anything herein to the contrary, any or all classes and series of shares, or any part thereof, may be represented by uncertificated shares, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof, a written notice containing the information required to be set forth or stated on certificates. The rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class or series shall be identical. Notwithstanding anything herein to the contrary, the provisions of Section 7.5 hereof shall be inapplicable to uncertificated shares and in lieu thereof the Board

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of Directors shall adopt alternative procedures for registration of transfers.



Section 7.4.Fractional Shares. Except as otherwise determined by the Board of Directors, shares or certificates therefore may be issued as fractional shares for shares held by any dividend reinvestment plan or employee benefit plan created or approved by the Corporation’s board of directors, but not by any other person.



Section 7.5.Transfer of Shares. Transfer of shares shall be made on the books of the Corporation only upon surrender of the share certificate, duly endorsed or with duly executed stock powers attached and otherwise in proper form for transfer, which certificate shall be cancelled at the time of the transfer. Notwithstanding anything herein to the contrary, the provisions of this Section 7.5 shall be inapplicable to uncertificated shares if the representation of any shares of the Corporation by uncertificated shares is authorized by the articles of incorporation and the issuance of uncertificated shares has been authorized by the Board of Directors, and in lieu of the provisions of this Section 7.5, the Board of Directors shall adopt alternative procedures for registration of transfers.



Section 7.6.Registered Shareholders. Prior to due presentment for transfer of any share or shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and to all other benefits of ownership with respect to such share or shares, and shall not be bound to recognize any equitable or other claim or interest in such share or shares, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Pennsylvania.



Section 7.7.Lost Share Certificates. Unless waived in whole or in part by the Board of Directors or any of the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or the Treasurer, unless the Board of Directors prohibits such waiver by such officer, any person requesting the issuance of a new certificate in lieu of an alleged lost, destroyed, mislaid or wrongfully taken certificate shall (a) give to the Corporation his or her bond of indemnity with an acceptable surety, and (b) satisfy such other requirements as may be imposed by the Corporation. Thereupon, a new share certificate shall be issued to the registered owner or his or her assigns in lieu of the alleged lost, destroyed, mislaid or wrongfully taken certificate; provided that the request therefore and issuance thereof have been made before the Corporation has notice that such shares have been acquired by a bona fide purchaser.



ARTICLE VIII
Emergencies



Section 8.1.Emergencies.  In the event of any emergency declared by governmental authorities, the result of a regional or national disaster and of such severity as to prevent the normal conduct and management of the affairs of this Corporation by its Directors and Officers as contemplated by these bylaws, any three available Directors (which must include either the Chairman or Lead Director), acting together, shall have the full authority of the Board of Directors until such time as a duly elected Board of Directors can again assume full responsibility and control of the Corporation.

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ARTICLE IX

Indemnification



Section 9.1.Indemnification of Officers and Directors.  Subject to the limitation hereinafter set forth, the institution shall indemnify each Director and each Officer of the institution or of any organization that he is serving as a Director or Officer at the request of the institution and his heirs and executors or administrators to the full extent permitted by law against, and reimburse him for, all liability and reasonable expense, including but not limited to, court costs, attorney’s fees and the amount paid in any settlement approved as hereinafter provided, incurred or expended in connection with any claim or proceeding in which he may be involved because of anything he may have done or omitted to do as a Director or Officer of the institution or of any organization that he may have served as a Director or Officer at the request of the institution.  Such indemnification shall not impair any other right any such person may have.



The indemnity and reimbursement herein provided for shall not extend or apply to any liability and expense of any such Director or Officer in any proceeding in which he shall be finally adjudged to have been grossly negligent or to have willfully misconducted himself in the performance of his duties as such Director or Officer, nor to any amount paid to the institution itself.  Indemnity shall apply to and reimbursement be given for an amount paid in settlement only if there shall be a determination, with the advice of counsel for the institution, by members of the Board of Directors not involved in the claim or proceeding and forming a majority of the whole Board of Directors, or by a disinterested person or persons named by the Board of Directors, that the amount is reasonable and that the Director or Officer has not been grossly negligent and has not willfully misconducted himself in his acts or omissions as such Director or Officer in the matter settled.



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EX-4.1 4 emyb-20211231xex4_1.htm EX-4.1 Exhibit 4.1

Exhibit 4.1



DESCRIPTION OF SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF

THE SECURITIES EXCHANGE ACT OF 1934

Embassy Bancorp, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, $1.00 par value per share (the “Common Stock”). The Company’s Common Stock is not listed for trading on any exchange.

The following is a description of the material terms and provisions of the Company’s Common Stock. It may not contain all the information that is important to you. Therefore, you should read the Company’s articles of incorporation and bylaws, copies of which are attached as exhibits to the Annual Report on Form 10-K to which this description is an exhibit, and certain provisions of applicable law.

Authorized Shares

The Company is authorized to issue up to 20,000,000 shares of Common Stock, $1.00 par value per share, and up to 10,000,000 shares of preferred stock, $1.00 par value per share. 

Shareholder Liability

All outstanding shares of our Common Stock are fully paid and non-assessable. Under the Pennsylvania Business Corporation Law of 1988, as amended, shareholders generally are not personally liable for a corporation’s acts or debts.

Dividends; Liquidation; Dissolution. 

Subject to the preferential rights of any other shares or series of capital stock, holders of shares of our Common Stock are entitled to receive dividends on shares of Common Stock if, as and when authorized and declared by our Board of Directors out of funds legally available for dividends and to share ratably in the assets of the Company legally available for distribution to its shareholders in the event of its liquidation, dissolution or winding-up after payment of, or adequate provision for, all known debts and liabilities of the Company.

Voting Rights

Each outstanding share of our Common Stock entitles the holder to one vote on all matters submitted to a vote of shareholders, including the election of directors. Unless a larger vote is required by law, our articles of incorporation or our bylaws, when a quorum is present at a meeting of shareholders, the affirmative vote of a majority of the votes cast shall decide any question. Except as otherwise required by law or except as provided with respect to any other class or series of capital stock, the holders of our Common Stock possess the exclusive voting power. There is no cumulative voting in the election of directors. Our Board of Directors is classified into three classes with each class as nearly equal in number as possible. This means, in general, that one-third of the members of our Board of Directors are subject to re-election at each annual meeting of shareholders. 

Preemptive Rights; Redemption

Holders of our Common Stock have no conversion, sinking fund or redemption rights or preemptive rights to subscribe for any of our classes of stock.

Anti-Takeover Provisions

Our articles of incorporation and bylaws contain certain provisions that may have the effect of deterring or discouraging an attempt to take control of the Company. Among other things, these provisions: 

·

Empower our Board of Directors, without shareholder approval, to issue shares of our preferred stock the terms of which, including voting power, are set by our Board of Directors;

·

Divide our Board of Directors into three classes serving staggered three year terms;

1

 

 

Exhibit 4.1

·

Authorize our Board of Directors to oppose a tender or other offer for the Company’s securities if the Board of Directors determines that such an offer should be rejected;

·

Require the affirmative vote of holders of at least 70% of the outstanding shares of our Common Stock to approve any merger or consolidation, or any sale or other disposition of all or substantially all of the assets of the Company, and require the affirmative vote of holders of at least 70% of the outstanding shares of our Common Stock to amend this requirement;

·

Do not provide for cumulative voting in the election of directors; and

·

Require advance notice of nominations for the election of directors and the presentation of shareholder proposals at meetings of shareholders.





2

 

EX-10.13 5 emyb-20211231xex10_13.htm EX-10.13 Exhibit 10.13

 

 

AMENDMENT TO EMPLOYMENT AGREEMENT



THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) made as of the 19th  day of November, 2010, by and between JAMES R. BARTHOLOMEW (“Executive”) and EMBASSY BANK FOR THE LEHIGH VALLEY, a Pennsylvania banking institution having its principal office in Bethlehem, Pennsylvania (the “Bank”).



WITNESSETH

WHEREAS,  the Bank and the Executive entered into an Employment Agreement dated February 20, 2009 (the “Employment Agreement”), and

WHEREAS,  the Bank and the Executive desire to amend the Employment Agreement to ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.The Employment Agreement is amended to provide that, for purposes of determining whether (i) the Executive has become permanently “disabled;” or (ii) there has been a “change in control” of the Bank or a bank holding company controlling the Bank for purposes thereof, any such determination shall be made in accordance with the applicable definitions thereof as set forth in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Section 409A”).  



2.Notwithstanding anything in the Employment Agreement to the contrary, if Executive is determined to be a “specified employee” (as defined in Section 409A), payments to such Executive pursuant to the Employment Agreement, other than payments qualifying as short term deferrals or an exempt separation pay arrangement under Section 409A, shall not begin earlier than the first day of the seventh month after the date of termination.   The Bank agrees to cause any and all amounts due under the Employment Agreement, the payment or distribution of which is delayed pursuant to this paragraph in accordance with Section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Section 409A.



For purposes of the foregoing, the date upon which a determination is made as to the Specified Employee status of the Executive, the “identification date” (as defined in Section 409A) shall be December 31.



3.The Bank intends in good faith that the Employment Agreement comply with Section 409A.  To the extent any provision of the Employment Agreement is deemed inconsistent with that section, said provision in hereby expunged and the Employment Agreement shall be deemed amended to comply with said law and the Bank shall take such steps as to amend the Agreement so that it complies in form with Section 409A.



4.        Should the total of all amounts or benefits payable under the Employment Agreement, together with any other payments which Executive has a right to receive from the Bank, any affiliates or subsidiaries of the Bank, or any successors of any of the foregoing, result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code (or any successor thereto), Executive shall be entitled to an additional “excise tax” adjustment payment in

 

an amount such that, after the payment of all federal and state income and excise taxes, Executive will be in the same after-tax position as if no excise tax had been imposed.  Any payment or benefit which is required to be included under Sections 280G or 4999 of the Internal Revenue Code (or any successor provisions thereto) for purposes of determining whether an excise tax is payable shall be deemed a payment “made to Executive” or a payment “which Executive has a right to receive” for purposes of this provision.  The Bank (or its successor) shall be responsible for the costs of calculation of the deductibility of payments and benefits and the excise tax by the Bank’s independent certified accountant and tax counsel and shall notify Executive of the amount of excise tax prior to the time such excise tax is due.  If at any time it is determined that the additional “excise tax” adjustment payment previously made to Executive was insufficient to cover the effect of the excise tax, the gross-up payment pursuant to this provision shall be increased to make Executive whole, including an amount to cover the payment of any penalties resulting from any incorrect or late payment of the excise tax resulting from the prior calculation.

5.  In all other respects, the Employment Agreement, as amended above, is hereby ratified and confirmed by the Bank and the Executive.  All other provision of the Employment Agreement shall remain in full force and effect as amended hereby.

IN WITNESS WHEREOF, the parties, each intending to be legally bound, have executed this Amendment as of the date, month and year first above written.



ATTEST:                       EMBASSY BANK FOR THE LEHIGH VALLEY





_/s/ Judith A. Hunsicker_______              By:_/s/ David M. Lobach, Jr.___________



WITNESS:                                                         EXECUTIVE





_/s/ Judith A. Hunsicker_______              _/s/ James R. Bartholomew____________

EX-10.14 6 emyb-20211231xex10_14.htm EX-10.14 Exhibit 10.14

AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT



THIS AGREEMENT is made and entered into this 19th  day of November, 2010, by and among Embassy Bank for the Lehigh Valley (hereinafter referred to as the “Bank”), a bank organized and existing under the laws of Pennsylvania, and David M. Lobach, Jr.  (hereinafter referred to as the “Employee”).



WHEREAS, the Employee has performed his duties in an efficient and capable manner; and



WHEREAS, the Bank is desirous of retaining the services of the Employee; and



WHEREAS, the Board of Directors of the Bank has approved the adoption of a Supplemental Executive Retirement Plan as described in this Agreement (the “Plan”); and



WHEREAS, the Employee has been selected to participate in the Plan; and



WHEREAS, the Bank and the Employee have been parties to a Supplemental Benefit Plan Agreement dated January 5, 2009 (the “Original Agreement”); and



WHEREAS, the Bank and the Employee desire to amend and restate the Original Agreement as set forth herein.



NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties agree as follows:



1.Normal Retirement Supplemental Pension



a.The Bank hereby agrees with the Employee that the Employee may retire upon attaining age sixty-five (65), such age hereinafter being called the “Normal Retirement Age.”



b.Upon the Employee’s retirement on or after Normal Retirement Age, the Bank shall pay the Employee a supplemental annual pension equal to $140,000, such amount being referred to herein as the “Normal Retirement Supplemental Pension,” payable in equal monthly installments and continuing for a period of fifteen (15) years.



2.Early Retirement or Termination



a.If the Employee retires or his or her employment with the Bank is otherwise terminated subsequent to attaining age sixty-five (65), but prior to attaining Normal Retirement Age, then the Bank shall pay the Employee a supplemental annual pension in the amount indicated on the following schedule, payable in equal monthly installments and continuing for a period of fifteen (15) years:



 



Age of Employee on Effective Date of Early Retirement or Termination

% of Normal Retirement Supplemental Pension

 



60

50%

 



61

60%

 



62

70%

 



63

80%

 



64

90%

 



65

100%

 





3.Death or Disability



a.Upon the death of the Employee while actively employed, the Bank shall pay to the Employee’s designated beneficiary the Normal Retirement Supplemental Pension, payable in equal monthly installments commencing on the first business day of the month following the month in which the Employee dies and continuing for a period of fifteen (15) years.



b.Upon the death of the Employee while receiving any supplemental pension benefits as provided in this Agreement, the Bank shall pay to the Employee’s designated beneficiary the remaining payments which would have otherwise been due the Employee.



c.If the Employee becomes permanently “disabled” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and ceases employment with the Bank as a result of such disability, the Employee will be treated as actively employed, for purposes of this Agreement, while such disability continues.  In such event, the Bank shall pay to the Employee the Normal Retirement Supplemental Pension in equal monthly installments commencing upon the Employee’s attainment of Normal Retirement Age and continuing for a period of fifteen (15) years.



d.If the Employee shall have failed to make an effective designation of beneficiary, or if the individual or individuals so designated shall die prior to receiving all payments required to made to them hereunder and there is no designated alternate beneficiary, then in such event the remaining payments shall be made first to the Employee’s surviving spouse, second the Employee’s surviving children, equally per stirpes if there is no surviving spouse, and finally to the estate of the Employee if there are neither a surviving spouse nor surviving children.



4.Assignment



Except as otherwise provided herein, it is understood that neither the Employee, nor any person designated by him pursuant to this Agreement, shall have any right to commute, sell, assign, transfer or otherwise convey the right to receive payments to be made hereunder, which payments and the right thereto are expressly declared to be non-assignable and non-transferable.  If such assignment or transfer is attempted, the Bank may disregard it and continue to discharge its obligations hereunder as though such assignment or transfer were not attempted.



 

5.Independent Arrangement



The benefits payable under this Agreement shall be independent of, and in addition to, any other agreement which may exist from time to time between the parties hereto, or any other compensation payable by the Employee’s employer.  This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provisions hereof restrict the right of the Employee’s employer to discharge the Employee or restrict the right of the Employee to terminate his or her employment.



6.Non-Trust or Fiduciary Obligation



a.The rights of the Employee under this Agreement and of any beneficiary of the Employee or of any other person who may acquire such rights shall be solely those of an unsecured creditor of the Bank.  Any insurance policy on the life of the Employee or any other asset acquired by the Bank in connection with the obligations assumed by it hereunder shall not be deemed to be held under any trust for the benefit of the Employee or his or her beneficiaries or to be security for the performance of the obligations of the Bank, but shall be, and remain, a general, unpledged, unrestricted asset of the Bank.



b.Nothing contained in the Agreement and no action taken pursuant to the provisions of the Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Bank and the Employee or his or her beneficiaries.



7.Change of Control



a.If the Employee’s employment with the Bank is involuntarily terminated within two years after a “Change in Control” (as defined below) of the Employee’s employer, payment hereunder will commence immediately in an amount equal to the amount which would have been payable as though Employee retired from service with the Bank upon attaining Normal Retirement Age.



b.As used herein, the term “Change of Control” shall mean a change in the ownership or effective control applicable to the Bank or Embassy Bancorp, Inc., as described in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended.



8.Arbitration



a.Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with Rules of the American Arbitration Association, and judgment upon the award rendered by an arbitrator may be entered in any court having jurisdiction thereof.



b.The parties hereby submit themselves and consent to the jurisdiction of the Courts of the Commonwealth of Pennsylvania and further consent that any process or notice of motion, or other application of the Court, or any Judge thereof, may be served outside the Commonwealth of Pennsylvania by certified mail or by personal service provided that a

 

reasonable time for appearance is allowed.  The arbitrators in any such controversy shall have no authority or power to modify or alter any express condition or provision of this Agreement or to render an award which has the effect of altering or modifying any express condition or provision hereof.



9.Miscellaneous Provisions



a.Notwithstanding anything in this Agreement to the contrary, if Employee is determined to be a “specified employee” (as defined in Section 409A of the Internal Revenue Code of 1986, as amended), payments to such Employee pursuant to this Agreement, other than payments qualifying as short term deferrals or an exempt separation pay arrangement under Section 409A, shall not begin earlier than the first day of the seventh month after the date of termination.   The Bank agrees to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to this Section 9(a) in accordance with Section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Section 409A.

For purposes of the foregoing, the date upon which a determination is made as to the Specified Employee status of the Employee, the “identification date” (as defined in Section 409A) shall be December 31.



b.This Agreement shall be binding upon and inure to the benefit of any successor of the Bank and any such successor shall be deemed substituted for the Bank under the terms of this Agreement.



c.This instrument contains the entire Agreement of the parties.  It may be amended only by a writing signed by both of the parties hereto.



d.This Agreement shall be governed and construed in accordance with the law of the Commonwealth of Pennsylvania.



e.The Bank intends in good faith that this plan comply with Section 409A of the Internal Revenue Code of 1986, as amended.  To the extent any provision of this Agreement is deemed inconsistent with that section, said provision in hereby expunged and the Agreement shall be deemed amended to comply with said law and the Bank shall take such steps as to amend the Agreement so that it complies in form with Section 409A.

 

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, the Bank by it duly authorized officer, on the day and year first above written.



WITNESS: EMPLOYEE:





_ /s/ Lynne M. Neel_____________/s/ David M. Lobach, Jr.__________

        David M. Lobach, Jr.





ATTEST:              EMBASSY BANK FOR THE LEHIGH VALLEY





__/s/ Lynne M. Neel___________By: _/s/ Judith A Hunsicker________

       Name: Judith A Hunsicker

       Title: COO / SEVP



EX-10.16 7 emyb-20211231xex10_16.htm EX-10.16 Exhibit 10.16



SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT



THIS AGREEMENT is made and entered into this 19th day of November, 2010, by and among Embassy Bank for the Lehigh Valley (hereinafter referred to as the "Bank"), a bank organized and existing under the laws of Pennsylvania, and David M. Lobach, Jr. (hereinafter referred to as the "Employee").



WHEREAS, the Employee has performed his duties in an efficient and capable manner; and



WHEREAS, the Bank is desirous of retaining the services of the Employee; and



WHEREAS, the Board of Directors of the Bank has approved the adoption of a Supplemental Executive Retirement Plan as described in this Agreement (the “Plan”); and



WHEREAS, the Employee has been selected to participate in the Plan; and



WHEREAS, the Bank and the Employee have been parties to a Supplemental Benefit Plan Agreement dated January 5, 2009 (the “Original Agreement”), which provides for a “Normal Retirement Age” of sixty-five (65); and



WHEREAS, the Bank desires to provide Employee with supplemental benefits in addition to those provided in the Original Agreement, on the terms and conditions set forth herein.



NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties agree as follows:



1.Normal Retirement Supplemental Pension



a.The Bank hereby agrees with the Employee that the Employee may retire upon attaining age seventy (70), such age hereinafter being called the “Normal Retirement Age.”



b.Upon the Employee’s retirement on or after Normal Retirement Age, the Bank shall pay the Employee a supplemental annual pension equal to $50,000, such amount being referred to herein as the “Normal Retirement Supplemental Pension,” payable in equal monthly installments and continuing for a period of fifteen (15) years.



2.Early Retirement or Termination



a.If the Employee retires or his or her employment with the Bank is otherwise terminated subsequent to attaining age sixty-five (65), but prior to attaining Normal Retirement Age, then the Bank shall pay the Employee a supplemental annual pension in the amount

 

indicated on the following schedule, payable in equal monthly installments and continuing for a period of fifteen (15) years:





Age of Employee on Effective Date of Early Retirement or Termination

% of Normal Retirement Supplemental Pension

 



65

50%

 



66

60%

 



67

70%

 



68

80%

 



69

90%

 



70

100%

 





3.Death or Disability



a.Upon the death of the Employee while actively employed, the Bank shall pay to the Employee’s designated beneficiary the Normal Retirement Supplemental Pension, payable in equal monthly installments commencing on the first business day of the month following the month in which the Employee dies and continuing for a period of fifteen (15) years.



b.Upon the death of the Employee while receiving any supplemental pension benefits as provided in this Agreement, the Bank shall pay to the Employee’s designated beneficiary the remaining payments which would have otherwise been due the Employee.



c.If the Employee becomes permanently “disabled” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and ceases employment with the Bank as a result of such disability, the Employee will be treated as actively employed, for purposes of this Agreement, while such disability continues.  In such event, the Bank shall pay to the Employee the Normal Retirement Supplemental Pension in equal monthly installments commencing upon the Employee’s attainment of Normal Retirement Age and continuing for a period of fifteen (15) years.



d.If the Employee shall have failed to make an effective designation of beneficiary, or if the individual or individuals so designated shall die prior to receiving all payments required to made to them hereunder and there is no designated alternate beneficiary, then in such event the remaining payments shall be made first to the Employee’s surviving spouse, second the Employee’s surviving children, equally per stirpes if there is no surviving spouse, and finally to the estate of the Employee if there are neither a surviving spouse nor surviving children.



4.Assignment



Except as otherwise provided herein, it is understood that neither the Employee, nor any person designated by him pursuant to this Agreement, shall have any right to commute, sell, assign, transfer or otherwise convey the right to receive payments to be made hereunder, which payments and the right thereto are expressly declared to be non-assignable and non-transferable. 

 

If such assignment or transfer is attempted, the Bank may disregard it and continue to discharge its obligations hereunder as though such assignment or transfer were not attempted.



5.Independent Arrangement



The benefits payable under this Agreement shall be independent of, and in addition to, any other agreement which may exist from time to time between the parties hereto, or any other compensation payable by the Employee’s employer.  This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provisions hereof restrict the right of the Employee’s employer to discharge the Employee or restrict the right of the Employee to terminate his or her employment.



6.Non-Trust or Fiduciary Obligation



a.The rights of the Employee under this Agreement and of any beneficiary of the Employee or of any other person who may acquire such rights shall be solely those of an unsecured creditor of the Bank.  Any insurance policy on the life of the Employee or any other asset acquired by the Bank in connection with the obligations assumed by it hereunder shall not be deemed to be held under any trust for the benefit of the Employee or his or her beneficiaries or to be security for the performance of the obligations of the Bank, but shall be, and remain, a general, unpledged, unrestricted asset of the Bank.



b.Nothing contained in the Agreement and no action taken pursuant to the provisions of the Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Bank and the Employee or his or her beneficiaries.



7.Change of Control



a.If the Employee’s employment with the Bank is involuntarily terminated within two years after a “Change in Control” (as defined below) of the Employee’s employer, payment hereunder will commence immediately in an amount equal to the amount which would have been payable as though Employee retired from service with the Bank upon attaining Normal Retirement Age.



b.As used herein, the term “Change of Control” shall mean a change in the ownership or effective control applicable to the Bank or Embassy Bancorp, Inc., as described in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended.



8.Arbitration



a.Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with Rules of the American Arbitration Association, and judgment upon the award rendered by an arbitrator may be entered in any court having jurisdiction thereof.



 

b.The parties hereby submit themselves and consent to the jurisdiction of the Courts of the Commonwealth of Pennsylvania and further consent that any process or notice of motion, or other application of the Court, or any Judge thereof, may be served outside the Commonwealth of Pennsylvania by certified mail or by personal service provided that a reasonable time for appearance is allowed.  The arbitrators in any such controversy shall have no authority or power to modify or alter any express condition or provision of this Agreement or to render an award which has the effect of altering or modifying any express condition or provision hereof.



9.Miscellaneous Provisions



a.Notwithstanding anything in this Agreement to the contrary, if Employee is determined to be a “specified employee” (as defined in Section 409A of the Internal Revenue Code of 1986, as amended), payments to such Employee pursuant to this Agreement, other than payments qualifying as short term deferrals or an exempt separation pay arrangement under Section 409A, shall not begin earlier than the first day of the seventh month after the date of termination.   The Corporation agrees to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to this Section 9(a) in accordance with Section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Section 409A.

For purposes of the foregoing, the date upon which a determination is made as to the Specified Employee status of the Employee, the “identification date” (as defined in Section 409A) shall be December 31.



b.This Agreement shall be binding upon and inure to the benefit of any successor of the Bank and any such successor shall be deemed substituted for the Bank under the terms of this Agreement.



c.This instrument contains the entire Agreement of the parties.  It may be amended only by a writing signed by both of the parties hereto.  This Agreement is not intended to terminate, amend, restate or otherwise affect, in any manner whatsoever, the Original Agreement between the parties.



d.This Agreement shall be governed and construed in accordance with the law of the Commonwealth of Pennsylvania.



e.The Corporation intends in good faith that this plan comply with Section 409A of the Internal Revenue Code of 1986, as amended.  To the extent any provision of this Agreement is deemed inconsistent with that section, said provision in hereby expunged and the Agreement shall be deemed amended to comply with said law and the Bank shall take such steps as to amend the Agreement so that it complies in form with Section 409A.

 

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, the Bank by it duly authorized officer, on the day and year first above written.



WITNESS: EMPLOYEE:





_/s/ Lynne M. Neel______________/s/ David M. Lobach, Jr.___________

         David M. Lobach, Jr.





ATTEST:    EMBASSY BANK FOR THE LEHIGH VALLEY





_/s/ Lynne M. Neel____________By: _/s Judith A. Hunsicker__________

       Name: Judith A. Hunsicker

       Title: COO/SEVP



EX-10.19 8 emyb-20211231xex10_19.htm EX-10.19 Exhibit 10.19



AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT



THIS AGREEMENT is made and entered into this 19th day of November, 2010, by and among Embassy Bank for the Lehigh Valley (hereinafter referred to as the “Bank”), a bank organized and existing under the laws of Pennsylvania, and Judith A. Hunsicker (hereinafter referred to as the “Employee”).



WHEREAS, the Employee has performed her duties in an efficient and capable manner; and



WHEREAS, the Bank is desirous of retaining the services of the Employee; and



WHEREAS, the Board of Directors of the Bank has approved the adoption of a Supplemental Executive Retirement Plan as described in this Agreement (the “Plan”); and



WHEREAS, the Employee has been selected to participate in the Plan; and



WHEREAS, the Bank and the Employee have been parties to a Supplemental Benefit Plan Agreement dated January 5, 2009 (the “Original Agreement”); and



WHEREAS, the Bank and the Employee desire to amend and restate the Original Agreement as set forth herein.



NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties agree as follows:



1.Normal Retirement Supplemental Pension



a.The Bank hereby agrees with the Employee that the Employee may retire upon attaining age sixty-five (65), such age hereinafter being called the “Normal Retirement Age.”



b.Upon the Employee’s retirement on or after Normal Retirement Age, the Bank shall pay the Employee a supplemental annual pension equal to $150,000, such amount being referred to herein as the “Normal Retirement Supplemental Pension,” payable in equal monthly installments and continuing for a period of fifteen (15) years.



2.Early Retirement or Termination



a.If the Employee retires or his or her employment with the Bank is otherwise terminated subsequent to attaining age sixty (60), but prior to attaining Normal Retirement Age,  then the Bank shall pay the Employee a supplemental annual pension in the amount indicated on the following schedule, payable in equal monthly installments and continuing for a period of fifteen (15) years:

 





Age of Employee on Effective Date of Early Retirement or Termination

% of Normal Retirement Supplemental Pension

 



60

50%

 



61

60%

 



62

70%

 



63

80%

 



64

90%

 



65

100%

 





3.Death or Disability



a.Upon the death of the Employee while actively employed, the Bank shall pay to the Employee’s designated beneficiary the Normal Retirement Supplemental Pension, payable in equal monthly installments commencing on the first business day of the month following the month in which the Employee dies and continuing for a period of fifteen (15) years.



b.Upon the death of the Employee while receiving any supplemental pension benefits as provided in this Agreement, the Bank shall pay to the Employee’s designated beneficiary the remaining payments which would have otherwise been due the Employee.



c.If the Employee becomes permanently “disabled” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder,  and ceases employment with the Bank as a result of such disability, the Employee will be treated as actively employed, for purposes of this Agreement, while such disability continues.  In such event, the Bank shall pay to the Employee the Normal Retirement Supplemental Pension in equal monthly installments commencing upon the Employee’s attainment of Normal Retirement Age and continuing for a period of fifteen (15) years.



d.If the Employee shall have failed to make an effective designation of beneficiary, or if the individual or individuals so designated shall die prior to receiving all payments required to made to them hereunder and there is no designated alternate beneficiary, then in such event the remaining payments shall be made first to the Employee’s surviving spouse, second the Employee’s surviving children, equally per stirpes if there is no surviving spouse, and finally to the estate of the Employee if there are neither a surviving spouse nor surviving children.



4.Assignment



Except as otherwise provided herein, it is understood that neither the Employee, nor any person designated by him pursuant to this Agreement, shall have any right to commute, sell, assign, transfer or otherwise convey the right to receive payments to be made hereunder, which payments and the right thereto are expressly declared to be non-assignable and non-transferable.  If such assignment or transfer is attempted, the Bank may disregard it and continue to discharge its obligations hereunder as though such assignment or transfer were not attempted.

 



5.Independent Arrangement



The benefits payable under this Agreement shall be independent of, and in addition to, any other agreement which may exist from time to time between the parties hereto, or any other compensation payable by the Employee’s employer.  This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provisions hereof restrict the right of the Employee’s employer to discharge the Employee or restrict the right of the Employee to terminate his or her employment.



6.Non-Trust or Fiduciary Obligation



a.The rights of the Employee under this Agreement and of any beneficiary of the Employee or of any other person who may acquire such rights shall be solely those of an unsecured creditor of the Bank.  Any insurance policy on the life of the Employee or any other asset acquired by the Bank in connection with the obligations assumed by it hereunder shall not be deemed to be held under any trust for the benefit of the Employee or his or her beneficiaries or to be security for the performance of the obligations of the Bank, but shall be, and remain, a general, unpledged, unrestricted asset of the Bank.



b.Nothing contained in the Agreement and no action taken pursuant to the provisions of the Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Bank and the Employee or his or her beneficiaries.



7.Change of Control



a.If the Employee’s employment with the Bank is involuntarily terminated within two years after a “Change in Control” (as defined below) of the Employee’s employer, payment hereunder will commence immediately in an amount equal to the amount which would have been payable as though Employee retired from service with the Bank upon attaining Normal Retirement Age.



b.As used herein, the term “Change of Control” shall mean a change in the ownership or effective control applicable to the Bank or Embassy Bancorp, Inc., as described in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended.



8.Arbitration



a.Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with Rules of the American Arbitration Association, and judgment upon the award rendered by an arbitrator may be entered in any court having jurisdiction thereof.



b.The parties hereby submit themselves and consent to the jurisdiction of the Courts of the Commonwealth of Pennsylvania and further consent that any process or notice of motion, or other application of the Court, or any Judge thereof, may be served outside the

 

Commonwealth of Pennsylvania by certified mail or by personal service provided that a reasonable time for appearance is allowed.  The arbitrators in any such controversy shall have no authority or power to modify or alter any express condition or provision of this Agreement or to render an award which has the effect of altering or modifying any express condition or provision hereof.



9.Miscellaneous Provisions



a.Notwithstanding anything in this Agreement to the contrary, if Employee is determined to be a “specified employee” (as defined in Section 409A of the Internal Revenue Code of 1986, as amended), payments to such Employee pursuant to this Agreement, other than payments qualifying as short term deferrals or an exempt separation pay arrangement under Section 409A, shall not begin earlier than the first day of the seventh month after the date of termination.   The Bank agrees to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to this Section 9(a) in accordance with Section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Section 409A.

For purposes of the foregoing, the date upon which a determination is made as to the Specified Employee status of the Employee, the “identification date” (as defined in Section 409A) shall be December 31.



b.This Agreement shall be binding upon and inure to the benefit of any successor of the Bank and any such successor shall be deemed substituted for the Bank under the terms of this Agreement.



c.This instrument contains the entire Agreement of the parties.  It may be amended only by a writing signed by both of the parties hereto.



d.This Agreement shall be governed and construed in accordance with the law of the Commonwealth of Pennsylvania.



e.The Bank intends in good faith that this plan comply with Section 409A of the Internal Revenue Code of 1986, as amended.  To the extent any provision of this Agreement is deemed inconsistent with that section, said provision in hereby expunged and the Agreement shall be deemed amended to comply with said law and the Bank shall take such steps as to amend the Agreement so that it complies in form with Section 409A.

 

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, the Bank by it duly authorized officer, on the day and year first above written.



WITNESS:EMPLOYEE:





_/s/ Lynne M. Neel_____________/s/ Judith A. Hunsicker____________

       Judith A. Hunsicker





ATTEST:EMBASSY BANK FOR THE LEHIGH VALLEY





_/s/ Lynne M. Neel___________By: _/s/ David M. Lobach, Jr.   ______

     Name: David M. Lobach, Jr.

     Title: CEO

EX-10.2 9 emyb-20211231xex10_2.htm EX-10.2 Exhibit 10.2

EMBASSY BANCORP, INC.
OPTION PLAN



STOCK OPTION GRANT AGREEMENT





THIS STOCK OPTION GRANT AGREEMENT, dated as of _________ __, _______ (the "Date of Grant"), is delivered by EMBASSY BANCORP, INC. (the "Company'), to _________________________________, (the "Optionee").



RECITALS



A.The Embassy Bancorp, Inc. Option Plan (the "Plan") provides for the grant of stock options to officers, employees and directors of the Company, to purchase shares of common stock of the Company, (the "Shares"), in accordance with the terms and conditions of the Plan.



B.The Board of Directors of the Company (the "Board") has determined that it would be to the advantage and interest of the Company to make the grant provided for herein as an inducement for the Optionee to promote the best interests of the Company and its stockholders.



NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:



1.Grant of Option.



Subject to the terms and conditions hereinafter set forth, the Company hereby grants to the Optionee an option to purchase an aggregate number of Shares at the option price set forth below (the "Option"):



A Non-qualified Stock Option to purchase _________ Shares at an option price of $_____ per Share based on the fair market value per Share on the Date of Grant, which shall be exercisable as provided in Paragraph 6 below.



2.Nature of Option.



The Option designated hereunder shall be a Non-qualified Stock Option. The Board of Directors of the Company (the "Board") shall administer the Plan, shall interpret and construe this Stock Option Grant Agreement in accordance with and pursuant to the terms of the Plan, and its decisions shall be conclusive as to any question arising hereunder.



3.Restrictions on Exercise.



During the Optionee's lifetime, exercise of the option shall be solely by the Optionee and, after the Optionee's death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the representatives of the Optionee, or by the                                                        

 

person or persons who acquire the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is then exercisable pursuant to the provisions of Paragraphs 5 and 6 below.



           4.Exercise Procedures.



Subject to the exercise provisions below, the Optionee may exercise the Option with respect to all or a portion of the Option. The Optionee may exercise the Option by giving the President of the Company written notice of intent to exercise in the manner provided in Paragraph 15 hereof.  Such notice shall specify the number of Shares as to which this Option is to be exercised and shall be accompanied by the applicable exercise price (i) in cash or personal check, which shall be accepted subject to collection in the ordinary course, (ii) with the approval of the Board, by delivering Shares already owned by the Optionee having a fair market value on the date of exercise equal to the option price, or (iii) with a combination of cash, check or Shares.



The obligation of the Company to deliver Shares upon such exercise of the Option shall be subject to all applicable Federal and State laws, rules, regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including, among other things, such steps as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Board, as it deems appropriate, shall have the right to impose restrictions on the resale or transfer of Shares received upon the exercise of the Option, to comply with any applicable state or Federal securities laws. All obligations of the Company hereunder shall be subject to the rights of the Company or any of its subsidiaries as set forth in the Plan to withhold amounts required to be withheld for any taxes. If the Optionee fails to accept delivery of, or to pay for, any of the Shares specified in such notice upon tender of delivery thereof, the Optionee's right to purchase such undelivered Shares may be terminated, at the sole discretion of the Board. The date that notice of an election to exercise is received by the Company shall be deemed the date of exercise hereunder.



           5.Term of Option.



The Option granted hereunder shall have a term of nine (9) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the further provisions of this Stock Option Grant Agreement.



The Option shall automatically terminate prior to the expiration of the option term upon the happening of certain events, specified in the Plan including (i) the expiration of the period beginning on the date the Optionee terminates employment with the Company for any reason other than death or termination for cause and ending sixty (60) days after such termination; (ii) the expiration of the six (6) month period after the Optionee terminates employment with the Company on account of death, or (iii) the date of the Optionee's employment with the Company or any of its subsidiaries is terminated for cause by the Company, as determined by the Board in accordance with the Company's personnel policy.







 



           6.Vesting of Option.



The Option shall become exercisable in ________ installments according to the schedule set forth below:



DateShares







Notwithstanding the foregoing, the Option shall become fully exercisable upon the occurrence of a Change in Control (as defined in Section 9 of the Plan).



Notwithstanding anything to the contrary, the Option shall not become exercisable after the Option is terminated as provided in Paragraph 5 above.



NOTWITHSTANDING ANY OTHER PROVISIONS SET FORTH HEREIN OR IN THE PLAN, IF THE OPTIONEE SHALL CEASE TO BE AN EMPLOYEE OF THE COMPANY ON ACCOUNT OF TERMINATION FOR CAUSE, AS DETERMINED BY THE BOARD IN ACCORDANCE WITH THE COMPANY'S PERSONNEL POLICY AS IN EFFECT BEFORE ANY CHANGE IN CONTROL OF THE COMPANY, THE UNEXERCISED PORTION OF THE OPTION AND ANY AND ALL RIGHTS HEREUNDER SHALL IMMEDIATELY TERMINATE AND BE VOID.



           7.Right of First Refusal.



In the event that the Optionee exercises the Option and the Optionee, or the Optionee's personal representative or beneficiary, wishes to sell, encumber or otherwise dispose of any or all of the Shares so acquired, either at the time of exercise or thereafter, the Optionee (or personal representative or beneficiary) must offer to sell the Shares to the Company by giving the Company written notice disclosing: (a) the name(s) of the proposed transferee of the Shares; (b) the certificate number and number of Shares proposed to be transferred or encumbered; (c) the proposed price; and (d) all other terms of the proposed transfer. Within fourteen (14) days after receipt of such notice, the Company shall have the option to purchase all or part of such Shares. If the Company decides to exercise this option, the purchase price of the Shares shall be the lesser of the proposed sale price or the fair market value of the Shares (as defined in Section 5(b) of the Plan) on the date the written notice is received by the Board.



In the event the Company does not exercise the option to purchase the Shares, as provided above, the Optionee shall have the right to sell or otherwise dispose of the Shares on the terms of the transfer set forth in the written notice to the Company, provided such transfer is effected within fifteen (15) days after the expiration of the Company's option period. If the transfer is not effected within such period, the Company must again be given an option to purchase, as provided above.





 



           8.Grant Subject to Plan Provisions.



This grant is made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The granting and exercise of the Option are subject to the provisions of the Plan and to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) capital or other changes of the company and (d) other requirements of applicable law. A complete copy of the Plan will be provided to the Optionee upon request.



           9.No Rights to Employment.



Neither the granting of the Option nor any other action taken with respect to the Option or the Plan shall confer upon the Optionee any right to continue as an employee of the Company or any of its subsidiaries or interfere in any way with the right of the Company to terminate the Optionee' s employment with the Company or any of its subsidiaries at any time. Except as may be otherwise limited by another written agreement, the right of the Company to terminate at will the Optionee's employment (whether by dismissal, discharge, retirement or otherwise) is specifically reserved.



           10.No Stockholder Rights.



Neither the Optionee, nor any person entitled to exercise the Optionee's rights in the event of the Optionee's death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, except to the extent that certificates for such Shares shall have been issued upon the exercise of the Option as provided herein.



            11.Cancellation or Amendment.



This grant may be canceled or amended by the Board, in whole or in part, at any time if the Board determines, in its sole discretion, that cancellation or amendment is necessary or advisable in light of any change after the Date of Grant in (a) the Code or the regulations issued thereunder or (b) any federal or state securities law or other law or regulation, which change by its term is effective retroactively to a date on or before the Date of Grant.



            12.Board Authority.



The Board shall have the right to interpret the option and to make factual determinations regarding this instrument and its decisions with respect thereto shall be conclusive upon any question arising hereunder.



          





 

           13.Assignment and Transfers



The rights and interests of the Optionee under this Stock Option Grant Agreement may not be sold, assigned, encumbered or otherwise transferred, except in the event of the death of the Optionee, by will or by the laws of descent and distribution.  In the event of any attempt by the Optionee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for herein, or in the event of the levy of any attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate the Option by notice to the Optionee and the Option and all rights hereunder shall thereupon become null and void.



            14.Applicable Law.



The validity, construction, interpretation and effect of this instrument shall be governed by and determined in accordance with the laws of the Commonwealth of Pennsylvania.



            15.Notice.



Any notice to the Company provided for in this instrument shall be addressed to it in care of the President of the Company, P. 0. Box 20405,  Lehigh Valley,  PA 18002-.0405, or such other address specified by the Company or any successor thereto, and any notice to the Optionee shall be addressed to such Optionee at the current address shown on the payroll of the Company, or to such other address as the Optionee may designate to the Company in writing.  Any notice provided for hereunder shall be delivered by hand, sent by telecopy or telex or enclosed in a properly sealed envelope addressed as stated above and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States Postal Service.



16.FDIC Provisions.



Optionee agrees and acknowledges that in accordance with FDIC regulations and guidelines, Optinee may be required to exercise or forfeit this Option if the Company's capital falls below minimum capital requirements.



IN WITNESS WHEREOF, EMBASSY BANCORP, INC. has caused its duly authorized officer to execute and attest this instrument, and the Optionee has placed his or her signature herein, effective as of the Date of the Grant.



Attest:EMBASSY BANCORP, INC.





_____________________________By: _________________________________



         Accepted: ____________________________

             Optionee

EX-10.22 10 emyb-20211231xex10_22.htm EX-10.22 Exhibit 10.22



AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT



THIS AGREEMENT is made and entered into this 19th day of November, 2010, by and among Embassy Bank for the Lehigh Valley (hereinafter referred to as the “Bank”), a bank organized and existing under the laws of Pennsylvania, and James R. Bartholomew  (hereinafter referred to as the “Employee”).



WHEREAS, the Employee has performed his duties in an efficient and capable manner; and



WHEREAS, the Bank is desirous of retaining the services of the Employee; and



WHEREAS, the Board of Directors of the Bank has approved the adoption of a Supplemental Executive Retirement Plan as described in this Agreement (the “Plan”); and



WHEREAS, the Employee has been selected to participate in the Plan; and



WHEREAS, the Bank and the Employee have been parties to a Supplemental Benefit Plan Agreement dated January 5, 2009 (the “Original Agreement”); and



WHEREAS, the Bank and the Employee desire to amend and restate the Original Agreement as set forth herein.



NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties agree as follows:



1.Normal Retirement Supplemental Pension



a.The Bank hereby agrees with the Employee that the Employee may retire upon attaining age sixty-five (65), such age hereinafter being called the “Normal Retirement Age.”



b.Upon the Employee’s retirement on or after Normal Retirement Age, the Bank shall pay the Employee a supplemental annual pension equal to $85,000, such amount being referred to herein as the “Normal Retirement Supplemental Pension,” payable in equal monthly installments and continuing for a period of fifteen (15) years.



2.Early Retirement or Termination



a.If the Employee retires or his or her employment with the Bank is otherwise terminated subsequent to attaining age sixty-two (62), but prior to attaining Normal Retirement Age, and the Employee had been actively employed by the Bank for at least ten (10) years, then the Bank shall pay the Employee a supplemental annual pension in the amount indicated on the

 

following schedule, payable in equal monthly installments and continuing for a period of fifteen (15) years:





Age of Employee on Effective Date of Early Retirement or Termination

% of Normal Retirement Supplemental Pension

 



62

50%

 



63

60%

 



64

80%

 



65

100%

 





3.Death or Disability



a.Upon the death of the Employee while actively employed, the Bank shall pay to the Employee’s designated beneficiary the Normal Retirement Supplemental Pension, payable in equal monthly installments commencing on the first business day of the month following the month in which the Employee dies and continuing for a period of fifteen (15) years.



b.Upon the death of the Employee while receiving any supplemental pension benefits as provided in this Agreement, the Bank shall pay to the Employee’s designated beneficiary the remaining payments which would have otherwise been due the Employee.



c.If the Employee becomes permanently “disabled” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and ceases employment with the Bank as a result of such disability, the Employee will be treated as actively employed, for purposes of this Agreement, while such disability continues.  In such event, the Bank shall pay to the Employee the Normal Retirement Supplemental Pension in equal monthly installments commencing upon the Employee’s attainment of Normal Retirement Age and continuing for a period of fifteen (15) years.



d.If the Employee shall have failed to make an effective designation of beneficiary, or if the individual or individuals so designated shall die prior to receiving all payments required to made to them hereunder and there is no designated alternate beneficiary, then in such event the remaining payments shall be made first to the Employee’s surviving spouse, second the Employee’s surviving children, equally per stirpes if there is no surviving spouse, and finally to the estate of the Employee if there are neither a surviving spouse nor surviving children.



4.Assignment



Except as otherwise provided herein, it is understood that neither the Employee, nor any person designated by him pursuant to this Agreement, shall have any right to commute, sell, assign, transfer or otherwise convey the right to receive payments to be made hereunder, which payments and the right thereto are expressly declared to be non-assignable and non-transferable.  If such assignment or transfer is attempted, the Bank may disregard it and continue to discharge its obligations hereunder as though such assignment or transfer were not attempted.

 



5.Independent Arrangement



The benefits payable under this Agreement shall be independent of, and in addition to, any other agreement which may exist from time to time between the parties hereto, or any other compensation payable by the Employee’s employer.  This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provisions hereof restrict the right of the Employee’s employer to discharge the Employee or restrict the right of the Employee to terminate his or her employment.



6.Non-Trust or Fiduciary Obligation



a.The rights of the Employee under this Agreement and of any beneficiary of the Employee or of any other person who may acquire such rights shall be solely those of an unsecured creditor of the Bank.  Any insurance policy on the life of the Employee or any other asset acquired by the Bank in connection with the obligations assumed by it hereunder shall not be deemed to be held under any trust for the benefit of the Employee or his or her beneficiaries or to be security for the performance of the obligations of the Bank, but shall be, and remain, a general, unpledged, unrestricted asset of the Bank.



b.Nothing contained in the Agreement and no action taken pursuant to the provisions of the Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Bank and the Employee or his or her beneficiaries.



7.Change of Control



a.If the Employee’s employment with the Bank is involuntarily terminated within two years after a “Change in Control” (as defined below) of the Employee’s employer, payment hereunder will commence immediately in an amount equal to the amount which would have been payable as though Employee retired from service with the Bank upon attaining Normal Retirement Age.



b.As used herein, the term “Change of Control” shall mean a change in the ownership or effective control applicable to the Bank or Embassy Bancorp, Inc., as described in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended.



8.Arbitration



a.Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with Rules of the American Arbitration Association, and judgment upon the award rendered by an arbitrator may be entered in any court having jurisdiction thereof.



b.The parties hereby submit themselves and consent to the jurisdiction of the Courts of the Commonwealth of Pennsylvania and further consent that any process or notice of motion, or other application of the Court, or any Judge thereof, may be served outside the

 

Commonwealth of Pennsylvania by certified mail or by personal service provided that a reasonable time for appearance is allowed.  The arbitrators in any such controversy shall have no authority or power to modify or alter any express condition or provision of this Agreement or to render an award which has the effect of altering or modifying any express condition or provision hereof.



9.Miscellaneous Provisions



a.Notwithstanding anything in this Agreement to the contrary, if Employee is determined to be a “specified employee” (as defined in Section 409A of the Internal Revenue Code of 1986, as amended), payments to such Employee pursuant to this Agreement, other than payments qualifying as short term deferrals or an exempt separation pay arrangement under Section 409A, shall not begin earlier than the first day of the seventh month after the date of termination.   The Bank agrees to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to this Section 9(a) in accordance with Section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Section 409A.

For purposes of the foregoing, the date upon which a determination is made as to the Specified Employee status of the Employee, the “identification date” (as defined in Section 409A) shall be December 31.



b.This Agreement shall be binding upon and inure to the benefit of any successor of the Bank and any such successor shall be deemed substituted for the Bank under the terms of this Agreement.



c.This instrument contains the entire Agreement of the parties.  It may be amended only by a writing signed by both of the parties hereto.



d.This Agreement shall be governed and construed in accordance with the law of the Commonwealth of Pennsylvania.



e.The Bank intends in good faith that this plan comply with Section 409A of the Internal Revenue Code of 1986, as amended.  To the extent any provision of this Agreement is deemed inconsistent with that section, said provision in hereby expunged and the Agreement shall be deemed amended to comply with said law and the Bank shall take such steps as to amend the Agreement so that it complies in form with Section 409A.

 

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, the Bank by it duly authorized officer, on the day and year first above written.



WITNESS:                    EMPLOYEE:





__/s/ Lynne M. Neel____________/s/ James R. Bartholomew_________

   James R. Bartholomew





ATTEST:                      EMBASSY BANK FOR THE LEHIGH VALLEY





_/s/ Judith A Hunsicker________By: _/s/ David M. Lobach, Jr. ______

 Name: David M. Lobach, Jr.

 Title: CEO

EX-10.26 11 emyb-20211231xex10_26.htm EX-10.26 Exhibit 10.26

 

 

AMENDMENT NO. 1 TO

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT



THIS AMENDMENT NO. 1 TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 21st day of December, 2016, by and between JUDITH A. HUNSICKER (“Executive”) and EMBASSY BANK FOR THE LEHIGH VALLEY, a Pennsylvania banking institution having its principal office in Bethlehem, Pennsylvania (the “Bank”).



WITNESSETH

WHEREAS, the Bank and the Executive entered into a Supplemental Executive Retirement Plan Agreement dated December 23, 2015 (as the same may be amended from time to time, the “SERP”); and

WHEREAS, the Bank and the Executive desire to amend the SERP to increase the amount of the benefit thereunder. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Paragraph 1(b) of the SERP is hereby amended to provide that the Normal Retirement Supplemental Pension (as defined in the SERP) shall be $24,385.



2.In all other respects, the SERP, as amended above, is hereby ratified and confirmed by the Bank and the Executive.  All other provisions of the SERP shall remain in full force and effect as amended hereby.



IN WITNESS WHEREOF, the parties, each intending to be legally bound, have executed this Amendment as of the date, month and year first above written.





 

 

 

 

ATTEST:

 

EMBASSY BANK FOR THE LEHIGH VALLEY



 

 

/s/ Diane M. Cunningham

By:

/s/ David M. Lobach, Jr.



 

 

WITNESS:

 

EXECUTIVE



 

 

/s/ Lynne M. Neel

 

/s/ Judith A. Hunsicker







EX-10.3 12 emyb-20211231xex10_3.htm EX-10.3 Exhibit 10.3

EMBASSY BANCORP, INC.
OPTION PLAN



STOCK OPTION GRANT AGREEMENT





THIS STOCK OPTION GRANT AGREEMENT, dated as of ___________ __, _____ (the "Date of Grant"), is delivered by EMBASSY BANCORP, INC. (the "Company'), to _______________________________, (the "Optionee").



RECITALS



A.The Embassy Bancorp, Inc. Option Plan (the "Plan") provides for the grant of stock options to officers, employees and directors of the Company, to purchase shares of common stock of the Company, (the "Shares"), in accordance with the terms and conditions of the Plan.



B.The Board of Directors of the Company (the "Board") has determined that it would be to the advantage and interest of the Company to make the grant provided for herein as an inducement for the Optionee to promote the best interests of the Company and its stockholders.



NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:



1.Grant of Option.



Subject to the terms and conditions hereinafter set forth, the Company hereby grants to the Optionee an option to purchase an aggregate number of Shares at the option price set forth below (the "Option"):



An Incentive Stock Option to purchase ________ Shares at an option price of $________ per Share based on the fair market value per Share on the Date of Grant, which shall be exercisable as provided in Paragraph 6 below.



2.Nature of Option.



The Option designated hereunder shall be an Incentive Stock Option intended to meet the requirements of section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and as interpreted by relevant rulings, regulations and other applicable authority. The Board of Directors of the Company (the "Board") shall administer the Plan, shall interpret and construe this Stock Option Grant Agreement in accordance with and pursuant to the terms of the Plan, and its decisions shall be conclusive as to any question arising hereunder.



In conformance with the foregoing, the Optionee understands and hereby acknowledges that in the event that the aggregate fair market value (determined at the time the Option is granted) of the Shares with respect to which incentive stock options granted after December 31, 1986, are exercisable for the first time by the Optionee during any calendar year (under all stock option plans

 

of the Company and its subsidiaries, if any) exceeds $100,000, then to the extent of excess, all or a portion of this Option shall (if and to the extent, required by section 422 of the Code) not be treated as an Incentive Stock Option.



   3.Restrictions on Exercise.



During the Optionee's lifetime, exercise of the option shall be solely by the Optionee and, after the Optionee's death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the representatives of the Optionee, or by the person or persons who acquire the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is then exercisable pursuant to the provisions of Paragraphs 5 and 6 below.



4.Exercise Procedures.



Subject to the exercise provisions below, the Optionee may exercise the Option with respect to all or a portion of the Option. The Optionee may exercise the Option by giving the President of the Company written notice of intent to exercise in the manner provided in Paragraph 15 hereof.  Such notice shall specify the number of Shares as to which this Option is to be exercised and shall be accompanied by the applicable exercise price (i) in cash or personal check, which shall be accepted subject to collection in the ordinary course, (ii) with the approval of the Board, by delivering Shares already owned by the Optionee having a fair market value on the date of exercise equal to the option price, or (in) with a combination of cash, check or Shares.



The obligation of the Company to deliver Shares upon such exercise of the Option shall be subject to all applicable Federal and State laws, rules, regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including, among other things, such steps as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Board, as it deems appropriate, shall have the right to impose restrictions on the resale or transfer of Shares received upon the exercise of the Option, to comply with any applicable state or Federal securities laws. All obligations of the Company hereunder shall be subject to the rights of the Company or any of its subsidiaries as set forth in the Plan to withhold amounts required to be withheld for any taxes. If the Optionee fails to accept delivery of, or to pay for, any of the Shares specified in such notice upon tender of delivery thereof, the Optionee's right to purchase such undelivered Shares may be terminated, at the sole discretion of the Board. The date that notice of an election to exercise is received by the Company shall be deemed the date of exercise hereunder.



5.Term of Option.



The Option granted hereunder shall have a term of nine (9) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the further provisions of this Stock Option Grant Agreement. 



The Option shall automatically terminate prior to the expiration of the option term upon the happening of certain events, specified in the Plan including (i) the expiration of the period beginning on the date the Optionee terminates employment with the Company for any reason other than death

 

or termination for cause and ending sixty days after such termination; (ii) the expiration of the six month period after the Optionee terminates employment with the Company on account of death, or (iii) the date of the Optionee's employment with the Company or any of its subsidiaries is terminated for cause by the Company, as determined by the Board in accordance with the Company's personnel policy.



6.Vesting of Option.



The Option shall become exercisable in ________ installments according to the schedule set forth below:



DateShares







Notwithstanding the foregoing, the Option shall become fully exercisable upon the occurrence of a Change in Control (as defined in Section 9 of the Plan).



Notwithstanding anything to the contrary, the Option shall not become exercisable after the Option is terminated as provided in Paragraph 5 above.



NOTWITHSTANDING ANY OTHER PROVISIONS SET FORTE HEREIN OR IN THE PLAN, IF THE OPTIONEE SHALL CEASE TO BE AN EMPLOYEE OF THE COMPANY ON ACCOUNT OF TERMINATION FOR CAUSE, AS DETERMINED BY THE BOARD IN ACCORDANCE WITH THE COMPANY'S PERSONNEL POLICY AS IN EFFECT BEFORE ANY CHANGE IN CONTROL OF THE COMPANY, THE UNEXERCISED PORTION OF THE OPTION AND ANY AND ALL RIGHTS HEREUNDER SHALL IMMEDIATELY TERMINATE AND BE VOID.



7.Right of First Refusal.  



In the event that the Optionee exercises the Option and the Optionee, or the Optionee's personal representative or beneficiary, wishes to sell, encumber or otherwise dispose of any or all of the Shares so acquired, either at the time of exercise or thereafter, the Optionee (or personal representative or beneficiary) must offer to sell the Shares to the Company by giving the Company written notice disclosing: (a) the name(s) of the proposed transferee of the Shares; (b) the certificate number and number of Shares proposed to be transferred or encumbered; (c) the proposed price; and (d) all other terms of the proposed transfer. Within fourteen (14) days after receipt of such notice, the Company shall have the option to purchase all or part of such Shares. If the Company decides to exercise this option, the purchase price of the Shares shall be the lesser of the proposed sale price or the fair market value of the Shares (as defined in Section 5(b) of the Plan) on the date the written notice is received by the Board.



In the event the Company does not exercise the option to purchase the Shares, as provided above, the Optionee shall have the right to sell or otherwise dispose of the Shares on the terms of the transfer set forth in the written notice to the Company, provided such transfer is effected within

 

fifteen (15) days after the expiration of the Company's option period. If the transfer is not effected within such period the Company must again be given an option to purchase, as provided above.



8.Grant Subject to Plan Provisions.



This grant is made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The granting and exercise of the Option are subject to the provisions of the Plan and to interpretations, regulations and determinations concerning the Plan established from tie to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) capital or other changes of the company and (d) other requirements of applicable law. A complete copy of the Plan will be provided to the Optionee upon request.



9.No Rights to Employment.



Neither the granting of the Option nor any other action taken with respect to the Option or the Plan shall confer upon the Optionee any right to continue as an employee of the Company or any of its subsidiaries or interfere in any way with the right of the Company to terminate the Optionee's employment with the Company or any of its subsidiaries at any time. Except as may be otherwise limited by another written agreement, the right of the Company to terminate at will the Optionee's employment (whether by dismissal, discharge, retirement or otherwise) is specifically reserved.



10.No Stockholder Rights.



Neither the Optionee, nor any person entitled to exercise the Optionee's rights in the event of the Optionee's death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, except to the extent that certificates for such Shares shall have been issued upon the exercise of the Option as provided herein.



11.Cancellation or Amendment.



This grant may be canceled or amended by the Board, in whole or in part, at any time if the Board determines, in its sole discretion, that cancellation or amendment is necessary or advisable in light of any change after the Date of Grant in (a) the Code or the regulations issued thereunder or (b) any federal or state securities law or other law or regulation, which change by its term is effective retroactively to a date on or before the Date of Grant.



12.Board Authority.



The Board shall have the right to interpret the option and to make factual determinations regarding this instrument and its decisions with respect thereto shall be conclusive upon any question arising hereunder.





 

           13.Assignment and Transfers



The rights and interests of the Optionee under this Stock Option Grant Agreement may not be sold, assigned, encumbered or otherwise transferred, except in the event of the death of the Optionee, by will or by the laws of descent and distribution. In the event of any attempt by the Optionee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for herein, or in the event of the levy of any attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate the Option by notice to the Optionee and the Option and all rights hereunder shall thereupon become null and void.



14.Applicable Law.



The validity, construction, interpretation and effect of this instrument shall be governed by and determined in accordance with the laws of the Commonwealth of Pennsylvania.



15.Notice.



Any notice to the Company provided for in this instrument shall be addressed to it in care of the President of the Company, P. 0. Box 20405,  Lehigh Valley,  PA 18002-0405, or such other address specified by the Company or any successor thereto, and any notice to the Optionee shall be addressed to such Optionee at the current address shown on the payroll of the Company, or to such other address as the Optionee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or telex or enclosed in a properly sealed envelope addressed as stated above and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States Postal Service.



16.FDIC Provisions.



Optionee agrees and acknowledges that in accordance with FDIC regulations and guidelines, Optinee may be required to exercise or forfeit this Option if the Company's capital falls below minimum capital requirements.



IN WITNESS WHEREOF, EMBASSY BANCORP, INC. has caused its duly authorized officer to execute and attest this instrument, and the Optionee has placed his or her signature herein, effective as of the Date of the Grant.

 

Attest:EMBASSY BANCORP, INC.



__________________________       By: _______________________________







           Accepted: ______________________________

                    Optionee

EX-10.31 13 emyb-20211231xex10_31.htm EX-10.31 Exhibit 10.31

 

 

AMENDMENT NO. 1 TO

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT



THIS AMENDMENT NO. 1 TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 21st day of December, 2016, by and between JAMES R. BARTHOLOMEW (“Executive”) and EMBASSY BANK FOR THE LEHIGH VALLEY, a Pennsylvania banking institution having its principal office in Bethlehem, Pennsylvania (the “Bank”).



WITNESSETH

WHEREAS, the Bank and the Executive entered into a Supplemental Executive Retirement Plan Agreement dated December 23, 2015 (as the same may be amended from time to time, the “SERP”); and

WHEREAS, the Bank and the Executive desire to amend the SERP to increase the amount of the benefit thereunder. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Paragraph 1(b) of the SERP is hereby amended to provide that the Normal Retirement Supplemental Pension (as defined in the SERP) shall be $15,420.



2.In all other respects, the SERP, as amended above, is hereby ratified and confirmed by the Bank and the Executive.  All other provisions of the SERP shall remain in full force and effect as amended hereby.



IN WITNESS WHEREOF, the parties, each intending to be legally bound, have executed this Amendment as of the date, month and year first above written.





 

 

ATTEST:

 

EMBASSY BANK FOR THE LEHIGH VALLEY



 

 

/s/ Lynne M. Neel

By:

/s/ Judith A. Hunsicker



 

 

WITNESS:

 

EXECUTIVE



 

 

/s/ Diane M. Cunningham

 

/s/ James R. Bartholomew





EX-10.35 14 emyb-20211231xex10_35.htm EX-10.35 Exhibit 10.35





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )







 

Filed by the Registrant ☒

   Filed by a Party other than the Registrant ☐







Check the appropriate box:

☐ Preliminary Proxy Statement 

☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12







Embassy Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)







Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.







1)  Title of each class of securities to which transaction applies:



2)  Aggregate number of securities to which transaction applies:



3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



4)  Proposed maximum aggregate value of transaction:



5)  Total fee paid:









☐ Fee paid previously with preliminary materials.







☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.







1)  Amount previously paid:



2)  Form, Schedule or Registration Statement No.:



3)  Filing Party:



4)  Date Filed:





 

 

EMB-Bancorp Color Logo

_______________________________________________________



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

________________________________________________________



NOTICE IS HEREBY GIVEN, that the Annual Meeting of the Shareholders of Embassy Bancorp, Inc. (the “Company”) will be held at the Best Western Lehigh Valley Hotel and Conference Center at 300 Gateway Drive, Bethlehem, Pennsylvania, on Thursday, June 16, 2016, at 5:30 p.m. E.D.T. to vote upon the following matters:



(1)

To elect four (4) Directors of the Company to Class 3 for a term of three (3) years (see the attached proxy statement for a list of nominees);



(2)

To approve an amendment to the Company’s Articles of Incorporation to eliminate cumulative voting in the election of Directors;



(3)

To approve an advisory, non-binding resolution regarding executive compensation;



(4)

To approve the Embassy Bancorp, Inc. Employee Stock Purchase Plan;



(5)

To ratify the selection of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016; and



(6)

To act upon such other business as may properly come before the meeting.



The board of directors recommends that you vote “FOR” the election of each of the nominees for Director listed in the attached proxy statement; “FOR” the approval of the amendment to the Company’s Articles of Incorporation to eliminate cumulative voting in the election of Directors; “FOR” the approval of the advisory, non-binding resolution regarding executive compensation; “FOR” the approval of the Employee Stock Purchase Plan; and “FOR” the ratification of the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.



Only shareholders of record at the close of business on April 18, 2016 will be entitled to notice of, and to vote at, the meeting or any adjournment or postponement of the meeting.  Please complete, sign, date and return the enclosed proxy card as promptly as possible, whether or not you plan to attend the meeting in person, and return it in the enclosed return envelope.  The return of the enclosed proxy card will not in any way affect your right to attend the annual meeting.  This notice and the attached proxy statement are being mailed to shareholders on or about the date hereof.  We encourage you to read the proxy statement carefully.





 

 

 



 

By the Order of the Board of Directors

 



 

/s/ Judith A. Hunsicker

 

Bethlehem, Pennsylvania

 

Judith A. Hunsicker

 

May 6, 2016

 

Secretary

 



Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 16, 2016.  This notice, the proxy statement, proxy card and our 2015 Annual Report are available at: http://materials.proxyvote.com/290791.





 

 

 

 



 

 

 

TABLE OF CONTENTS

Page



 

Annual Meeting Information

1

Who is entitled to vote?

1

On what am I voting?

1

How does the Board of Directors recommend I vote?

1

How do I vote?

1

How do I change my vote?

2

What is a quorum?

2

What vote is required to approve each proposal?

2

Who will count the vote?

2

How are proxies being solicited?

3

What is the deadline for shareholder proposals for next year’s annual meeting?

3

Internet Availability of Proxy Materials

3

Cautionary Statement Regarding Forward-Looking Statements

3

Proposal No. 1 - Election of Directors

4

Board of Directors

4

Nominees for Election

4

Information as to Nominees and Directors

4

Governance of the Company

6

Director Independence

6

Leadership Structure of the Board; Lead Director

6

Role of the Board of Directors in Risk Oversight

7

Attendance at Meetings

7

Committees of the Board of Directors

7

Nominating Process

8

Shareholder Communications

8

Code of Conduct (Ethics)

8

Certain Relationships and Related Transactions

8

Executive Officers

9

Information Concerning Share Ownership

10

Beneficial Ownership of Principal Holders

10

Beneficial Ownership of Executive Officers and Directors

11

Section 16(a) Beneficial Ownership Reporting Compliance

12

Information Concerning Compensation

12

Compensation Philosophy

12

Director Compensation

13

Director Summary Compensation Table

13

Non-employee Director Compensation Program

13

Equity Incentive Plan

13

Executive Compensation

14

Summary Compensation Table

14

Outstanding Equity Awards at Fiscal Year End Table

14

Agreements with Executive Officers

15

Stock Incentive Plan

17

Proposal No. 2 – Amendment to the Company’s Articles of Incorporation to Eliminate Cumulative Voting in the Election of Directors

17

Proposal No. 3 – Advisory Vote Regarding Executive Compensation

18

Proposal No, 4 – Approval of the Embassy Bancorp, Inc. Employee Stock Purchase Plan

19

Proposal No. 5 – Ratification of Independent Registered Public Accounting Firm

22

Independent Registered Public Accounting Firm

23

Fees of Independent Public Accountants

23

Report of Audit Committee

24

Annual Report on Form 10-K

25

Other Matters

25

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PROXY STATEMENT



EMB-Bancorp Color Logo

100 Gateway Drive, Suite 100

Bethlehem, Pennsylvania 18017

(610) 882-8800



May 6, 2016





Annual Meeting Information



This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Embassy Bancorp, Inc. (the “Company”) for use at the Company’s Annual Meeting of Shareholders to be held on Thursday, June 16, 2016 at 5:30 p.m. E.D.T. at the Best Western Lehigh Valley Hotel and Conference Center at 300 Gateway Drive, Bethlehem, Pennsylvania.  This proxy statement and the accompanying proxy are first being mailed to shareholders of the Company on or about May 6, 2016.  



Who is entitled to vote?



Holding the Company’s common stock on April 18, 2016, the record date, entitles the holder to attend and vote at the meeting.  On the record date, 7,413,481 shares of the Company’s common stock were outstanding.  Each share of the Company’s common stock entitles its holder to one vote on all matters presented at the meeting, except for the election of directors, where shareholders have the right to vote cumulatively.  See “What vote is required to approve each proposal?” below.



On what am I voting?



You will be asked to elect four (4) Directors as Class 3 Directors to serve for three-year terms expiring in 2019; to approve an amendment to the Company’s Articles of Incorporation to eliminate cumulative voting in the election of Directors; to approve an advisory, non-binding resolution regarding executive compensation; to approve the Embassy Bancorp, Inc. Employee Stock Purchase Plan  and to ratify the selection of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.  The Board of Directors is not aware of any other matters to be presented for action at the annual meeting.  If any other matter requiring a vote of the shareholders would be presented at the meeting, the proxies will vote according to the directions of the Company’s Board of Directors.

How does the Board of Directors recommend I vote on the proposals?



The Board of Directors recommends that you vote:



·

“FOR” the election of each of the nominees for Director listed in this proxy statement;

·

“FOR” the approval of the amendment to the Company’s Articles of Incorporation to eliminate cumulative voting in the election of Directors;

·

“FOR” the approval of the advisory, non-binding resolution regarding executive compensation;

·

“FOR” the approval of the Employee Stock Purchase Plan attached as Annex A to this proxy statement; and

·

“FOR” the ratification of the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.



How do I vote?



There are two methods.  You may vote by completing and returning the enclosed proxy card or by attending the annual meeting and voting in person. 



If you sign your proxy card but do not make any selections, your proxy will vote “FOR” the election of each of the nominees for Director listed in this proxy statement; “FOR” the approval of the amendment to the Company’s Articles of Incorporation to eliminate cumulative voting in the election of Directors; “FOR” the approval of the advisory, non-binding resolution regarding executive compensation; “FOR” the approval of the Employee Stock Purchase Plan; and “FOR” the ratification of the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.





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How do I change my vote?



If you give the proxy we are soliciting, you may revoke it at any time before it is exercised:



·

by signing and returning a later-dated proxy; or

·

by giving written notice to Embassy Bancorp, Inc., 100 Gateway Drive, Suite 100, Bethlehem, PA 18017, Attention: Judith A. Hunsicker, Corporate Secretary; or

·

by voting in person at the annual meeting after giving written notice to Judith A. Hunsicker, Corporate Secretary.

A shareholder whose shares are held in “street name” should follow the instructions of his or her broker regarding revocation of proxies.  You should note that your presence at the meeting without voting in person will not revoke an otherwise valid proxy.



What is a quorum?



The presence, in person or by proxy, of holders of at least a majority of the outstanding shares of common stock of the Company is necessary to constitute a quorum at the annual meeting.  There must be a quorum for business to be transacted at the meeting.  Abstentions are counted for purposes of determining the presence or absence of a quorum, but are not considered a vote cast under Pennsylvania law.  Brokers holding shares in “street name” for their customers are generally not entitled to vote on certain matters unless they receive voting instructions from their customers.  Such shares for which brokers have not received voting instructions from their customers are called “broker non-votes.”  Under Pennsylvania law, broker non-votes will be counted to determine if a quorum is present with respect to any matter to be voted upon by shareholders at the meeting only if such shares have been voted at the meeting on a matter other than a procedural motion.



As of April 18, 2016, the record date, 7,413,481 shares of common stock were issued and outstanding.  The holders of a majority of the outstanding shares, or at least 3,706,741  shares, must be present in person or represented by proxy in order to establish a quorum.



What vote is required to approve each proposal?



Election of Directors



Assuming the presence of a quorum, the four (4) nominees for Class 3 Director receiving the highest number of votes cast by shareholders entitled to vote for the election of Directors shall be elected. Votes withheld and broker non-votes will count neither for nor against the election of a nominee.  Shareholders are permitted to vote cumulatively in the election of Directors only.  This means that a shareholder may multiply the number of shares held by the number of Directors to be elected and cast the total number of votes so obtained for any one candidate or to divide such votes among the candidates in any manner the shareholder desires.  To exercise cumulative voting rights via proxy, the shareholder must follow the instructions on the proxy card, including checking the box indicating that he or she is exercising cumulative voting and writing the number of shares to be voted for nominees.  A shareholder may also exercise cumulative voting rights by voting his shares by ballot at the annual meeting. The nominees who receive the most votes will be elected. In the case where a proxy is signed but not marked, the proxy will not be voted cumulatively; shares will be voted for all nominees.  If any nominee should refuse or be unable to serve, the proxy will be voted for such other person as shall be designated by the Board of Directors.  The Company has no knowledge that any of the nominees will refuse or be unable to serve.



Other Proposals



Under the Bylaws of the Company, unless otherwise provided by law, a majority of votes cast by shares present, in person or by proxy, is necessary to approve other routine proposals or business properly presented at the meeting, including without limitation, the proposed amendment to the Company’s Articles of Incorporation; the resolution regarding executive compensation; the Employee Stock Purchase Plan; and the ratification of the selection of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm.  Abstentions and broker non-votes will have no effect in calculating the votes on any such matters.



Who will count the vote?



The Judges of Election appointed by the Board of Directors will count the votes cast in person or by proxy at the meeting.



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How are proxies being solicited?



The Company will bear its own cost of solicitation of proxies for the meeting.  In addition to solicitation by mail, the Company’s Directors, Executive Officers and employees may solicit proxies personally or by telephone, facsimile transmission or otherwise.  These Directors, Executive Officers and employees will not be additionally compensated for their solicitation efforts, but may be reimbursed for out-of-pocket expenses incurred in connection with these efforts.  The Company will reimburse brokerage firms, fiduciaries, nominees and others for their out-of-pocket expenses incurred in forwarding proxy materials to beneficial owners of shares of common stock held in their names.



What is the deadline for shareholder proposals at next year’s annual meeting?



Any shareholder who, in accordance with and subject to the provisions of the proxy rules of the Securities and Exchange Commission, wishes to submit a proposal for inclusion in the Company’s proxy statement for its 2017 annual meeting of shareholders must deliver the proposal in writing to the Secretary of Embassy Bancorp, Inc. at the Company’s principal executive offices at 100 Gateway Drive, Suite 100, Bethlehem, Pennsylvania, not later than January 6, 2017.  Under Rule 14a-4(c)(1) promulgated under the Securities and Exchange Act of 1934, as amended, if any shareholder proposal intended to be presented at the 2016 annual meeting without inclusion in our proxy statement was received at our principal executive offices after March 23, 2016, then a proxy will have the ability to confer discretionary authority to vote on the proposal.



Internet Availability of Proxy Materials



Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 16, 2016.  This proxy statement, the enclosed proxy card and our 2015 Annual Report are available at http://materials.proxyvote.com/290791.



Cautionary Statement Regarding Forward-Looking Statements



This proxy statement and the documents that have been incorporated herein by reference may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, these statements can be identified by the use of words such as “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “target,” “will,” “would” and similar expressions. Actual results and trends could differ materially from those set forth in such statements due to various risks, uncertainties and other factors.  Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: ineffectiveness of our business strategy due to changes in current or future market conditions; the effects of competition, and of changes in laws and regulations, including industry consolidation and development of competing financial products and services; interest rate movements; changes in credit quality; difficulties in integrating distinct business operations, including information technology difficulties; volatilities in the securities markets; and deteriorating economic conditions, and other risks and uncertainties, including those detailed in our filings with the Securities and Exchange Commission (the “SEC”).



Although forward-looking statements help provide additional information about us, investors should keep in mind that forward-looking statements are only predictions, at a point in time, and are inherently less reliable than historical information. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. We assume no obligation to update any forward-looking statement in order to reflect any event or circumstance that may arise after the date of this proxy statement, other than as may be required by applicable law or regulation.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS



Board of Directors



The Company’s Bylaws provide that the Company’s business shall be managed by a Board of Directors of not less than five and not more than twenty-five Directors, who shall hold office for a three year term or until their successors are duly elected and qualified.  The Board has set the number of Directors at eight (8).  Pursuant to the Bylaws, the Board of Directors is divided into three Classes: Class 1, Class 2 and Class 3, with each class serving a staggered, three year term of office and being as nearly equal in number as possible. Each of the members of the Company’s Board of Directors also serves as a Director of Embassy Bank for the Lehigh Valley, the Company’s wholly-owned bank subsidiary (the “Bank”).



Nominees for Election



The Board of Directors proposes the following four (4) nominees be elected as Class 3 Directors to hold office for a period of three (3) years and until their successors have been elected and qualified:



Bernard M. Lesavoy

David M. Lobach, Jr., Chairman

John C. Pittman

John T. Yurconic



Each of the nominees currently serves as a Class 3 Director with a term expiring in 2016.  



The four (4) nominees for Director receiving the highest number of votes cast by shareholders entitled to vote for the election of Directors shall be elected.  Unless otherwise instructed, proxies received from shareholders will be voted for the election of the nominees. If the nominees should become unavailable for any reason, proxies received from shareholders will be voted in favor of substitute nominees, as the Board of Directors shall determine.  The Board of Directors has no reason to believe that the nominees will be unable to serve if elected.  Any vacancy occurring on the Board of Directors, for any reason, may be filled by a majority of the Directors then in office until the expiration of the term of the vacancy.



Shareholders are permitted to vote cumulatively in the election of Directors.  See “What vote is required to approve each proposal? – Election of Directors” above for information about how to vote your shares cumulatively.



The Board of Directors recommends a vote FOR the election of the above-named nominees for election as Directors.



Information as to Nominees and Directors



We provide below information as of the date of this proxy statement about each nominee and Director of the Company.  The information includes information each Director has given the Company about his/her age, all positions held, principal occupation and business experience for the past five years.  In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led the Board of Directors to the conclusion that the nominee should serve as a Director, the Company also believes that all of the current Directors and nominees have demonstrated good judgment, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics. No Director of the Company is a Director of any other publicly-held company.

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Nominees for Class 3 Director (Current Class 3 Directors with terms expiring in 2016)



Bernard M. Lesavoy, 57

Mr. Lesavoy is an attorney and holds a Master’s Degree in Business Administration, as well as a law degree.  He has been practicing law in the Lehigh Valley since 1987.  He is currently a member of Lesavoy Butz & Seitz LLC and heads the firm’s Corporate and Real Estate Departments.  Mr. Lesavoy concentrates his practice in business, corporate, real estate, business succession, and estate planning matters.  Mr. Lesavoy previously served on the advisory council of Ambassador Bank.  His community involvement has included, among many others, service on the boards of the Greater Lehigh Valley Chamber of Commerce, the Bar Association of Lehigh County, and the South Whitehall Township Zoning Hearing Board. The Board believes that Mr. Lesavoy’s over twenty-five years of experience practicing law in the Lehigh Valley, his knowledge and involvement within the community, and his prior service on the advisory council of a bank, well qualifies him for service as a Director of the Company.



David M. Lobach, Jr. Chairman, 66

Mr. Lobach is the President, Chief Executive Officer, and Chairman of the Company and the Bank and has served as President and Chief Executive Officer since 2008 and 2001, respectively, and Chairman since 2009. He was co-founder of the Bank.  He began his banking career in 1971. He was Executive Vice President and Chief Operating Officer of Ambassador Bank.  During his 19-year tenure with First Valley Bank prior thereto, Mr. Lobach oversaw such areas as private banking, commercial services, corporate business development, consumer lending functions, and holding company activities.  Mr. Lobach currently serves on the Board of St. Luke’s Hospital Network, previously as Chairman.  In addition, he currently serves on the boards of Northampton County Historical Society, The Seed Farm, Lehigh Carbon Community College Foundation Board and on the advisory board for Bethlehem Area Vocational Technical School.  He is a former member of the Federal Reserve Bank of Philadelphia Advisory Council.  He has taught various banking and business programs at area colleges and universities, including Lehigh, Dickinson and Rutgers.  He is a former member of the Board of Trustees of Moravian College Seminary in Bethlehem, PA. He is past vice chairman of Eastern States BankCard Association, Visa Division and has served the Lehigh Valley community as a volunteer on the boards of such organizations as Junior Achievement, Boys and Girls Club, United Way, Lehigh Valley Chamber of Commerce, State Theater, Pennsylvania Bankers Education Committee, Wellness Community (founding director) and the Lehigh Valley Community Foundation. The Board believes that Mr. Lobach’s extensive and diverse banking background and experience, as well as his extensive knowledge of and involvement in the community, well qualifies him for service as a Director of the Company.



John C. Pittman, 66

Mr. Pittman was a member of the advisory council of Ambassador Bank.  He is currently President of J.C. Pittman Inc. and owner of “The Brick Yard” in Northampton, PA.  He formerly was Chief Executive Officer of John C. Pittman/Sport Stars, Inc., an international photo manufacturing company specializing in the youth activities market.  Prior to founding his photographic business, Mr. Pittman served as an educator in the fields of science and photography.  Mr. Pittman is a member of the Amusement Ride Safety Board as an appointee of Governor Ridge and a member of the United States Selective Service System Appeal Board for the Commonwealth of PA. The Board believes that Mr. Pittman’s experience as an entrepreneur operating his business in the Lehigh Valley, in addition to his prior service as advisory council to a bank, well qualifies him for service as a Director of the Company.



John T. Yurconic, 48

Mr. Yurconic is the President of the John Yurconic Agency, a local insurance, vehicle registration and driver’s license services agency with 11 locations in Lehigh, Northampton, Schuylkill, Berks and Carbon counties. He began his insurance career in 1989 after graduating from Lafayette College. Mr. Yurconic currently serves on the board of Synergy Holdings Corp., a workmen’s compensation specialist insurance company and PA Messenger Services, Inc. (Title N Go), a software solutions corporation. Mr. Yurconic also served on the advisory council of Ambassador Bank. He currently serves on the board of the Greater Lehigh Valley Chamber of Commerce.  He has previously served as an executive board member for the Minsi Trail Council of the Boys Scouts of America and board member for St. Luke’s University Health Network Allentown Campus.  The Board believes that Mr. Yurconic’s experience in the insurance business since 1989, serving the greater Lehigh Valley community, his prior service as advisory council of a bank, and his knowledge and involvement within the community, well qualifies him for service as a Director of the Company.



Current Class 1 Directors (terms to expire in 2017)



Frank “Chip” Banko III, 57

Mr. Banko III is President of Warren Distributing Co., a wholesale distribution company with three locations in New Jersey.  He has worked in the family-owned and operated businesses since 1979, which include real estate holdings, and has a working knowledge of all aspects of those businesses.  Mr. Banko III is currently a board member of Lehigh County Agricultural Society and has previously served on the board of the Wildlands Conservancy.  The Board believes that Mr. Banko III’s experience as an entrepreneur, as well as his business knowledge, well qualifies him for service as a Director of the Company. 



Geoffrey F. Boyer, CFP, 71

Mr. Boyer has been a Certified Financial Planner since 1985, with experience in financial planning, investments, insurance and banking.   Mr. Boyer is a graduate, former board member and President of Leadership Lehigh Valley and has been named to Who’s Who in Finance and Industry.  He served as a past President of the Emmaus Rotary Club. He formerly served on the Board of the Greater Lehigh Valley Chamber of Commerce and as President of the Small Business Council. With his wife, he previously served as Co-Chair of the Lehigh Valley Red Cross Clara Barton Society.  Mr. Boyer is currently President of Boyer Financial Group and serves

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as an officer or director of several local small businesses and charitable endeavors. The Board believes that Mr. Boyer’s years of experience in financial planning, investments and insurance, as well as his knowledge and involvement in the community, well qualifies him for service as a Director of the Company.



Current Class 2 Directors (terms to expire in 2018)



John G. Englesson, 63

Mr. Englesson is Co-Owner and Co-Founder of Integrity Business Services, LLC (Integrity SBS).  Integrity SBS provides Business Process Outsourcing Services to an assortment of companies from smaller Closely Held Businesses to Larger Publically Held Corporations.  Mr. Englesson also owns and is President of zAxis Corp., a company dedicated to advising business leaders on profitability growing their businesses.  He has served in a number of executive management positions, as well as on several boards of emerging technology businesses.  He was one of the principal owners of Chadwick Telecommunications Corporation.  Mr. Englesson has volunteered his time with numerous community organizations, including his current participation in the Allentown Economic Development Corporation as a Board Member and its Treasurer.  He has also served on the Mayor of Allentown’s Transition Team as the Chair of the Community and Economic Development Committee, the Bethlehem Economic Development Corporation as its President, the Lehigh Valley Economic Development Corporation as its Chair, the Rotary Club of Bethlehem as its President, and the American Hellenic Educational Progressive Association as its President.  The Board believes that Mr. Englesson’s entrepreneurial and technical experience, as well as his knowledge and involvement within the community, well qualifies him for service as a Director of the Company.



Patti Gates Smith, 58

Ms. Smith is the owner/consultant of GatesSmith Consulting, a company with a focus in education events and foundation management.  She was formally a School Administrator with The Lutheran Academy and also a Perinatal Clinical Nurse Specialist for Easton Hospital.  Ms. Smith is currently Chairman of the Board for Visiting Nurses Association of St. Luke’s Hospital. She is an alumnus of Leadership Lehigh Valley, Class of 1995, serving as a past President of the Alumni Association and also as a member of the Board of Directors.  Her community involvement includes such organizations as American Red Cross, as an Executive Committee Board Member; The Lutheran Academy, as Secretary of the Board; Good Shepherd Rehabilitation Hospital, as Quality Counsel Member and Concordia Lutheran Church, as a council member.  Ms. Gates was also a past board member of the Pennsylvania Perinatal Association.   The Board believes that Ms. Smith's experience in the medical field, as a provider and as an entrepreneur, as well as her knowledge and involvement within the community, well qualifies her for service as a Director of the Company.



All of the foregoing individuals have served as Directors since the organization of the Company in 2008, with the exception of Mr. Banko III (2011) and Ms. Smith (2016), and all have served as Directors of the Bank since its inception in 2001, with the exception of Mr. Yurconic (2007), Mr. Banko III (2011) and Ms. Smith. (2016).



Governance of the COMPANY



Pursuant to the Pennsylvania Business Corporation Law of 1988, as amended, and the Company’s Bylaws, the business of the Company is managed under the direction of the Board of Directors.  Members of the Board are kept informed of the Company’s business through discussions with the CEO and other Executive Officers, by reviewing materials provided to them, and by participation in meetings of the Board and its committees.



Director Independence



As of April 18, 2016, all but three members of the Board of Directors are considered independent as determined in accordance with the independence standards of the NASDAQ Stock Market.  Mr. Lobach, Chairman, President, and CEO of the Company, Bernard Lesavoy, Esquire, whose firm provides legal services to the Company and who also serves as an officer of Red Bird Associates, LLC, and Frank Banko III, who owns 45% of Red Bird Associates LLC and who receives rent from the Bank for a branch office, are not considered independent in accordance with the independence standards of the NASDAQ Stock Market. In determining the Directors’ independence, in addition to matters disclosed under “Certain Relationships and Related Transactions” below, the Board of Directors considered each Director’s beneficial ownership of Company common stock, loan transactions between the Bank and the Directors, their family members and businesses with whom they are associated, as well as any contributions made to non-profit organizations with whom they are associated.



Except with respect to the individuals noted above, in each case, the Board determined that none of the transactions impaired the independence of the Director.  For more information, please refer to “Certain Relationships and Related Transactions” below.



Leadership Structure of the Board; Lead Director



The Board has discretion to combine or separate the positions of Chairman and Chief Executive Officer of the Company. Until June of 2009, Elmer Gates served as Chairman of the Company and the Bank, while David M. Lobach, Jr. served as President and Chief Executive Officer of both entities.  In connection with the resignation of Mr. Gates from the position of Chairman of the Board, which was effective as of the conclusion of the 2009 Annual Meeting of Shareholders, the Board of Directors appointed Mr. Lobach to the additional position of Chairman, believing that his service as President and Chief Executive Officer of the Bank and the

6

 

 

 

Company since their respective inceptions, as well as his role as a co-founder of the Bank, uniquely qualified him for this role.  The Board of Directors believes that at this time, Mr. Lobach’s leadership in these capacities will ensure that management is aligned with the Board and positioned to effectively implement the business strategy endorsed by the Board.



In connection with his resignation from the position of Chairman of the Board, Mr. Gates was appointed by the Board of Directors to serve as the Company’s Lead Director.  Mr. Gates served in this position until his death in December 2015.  As of the date of this proxy statement, the Board has not appointed a Lead Director to succeed Mr. Gates.



Role of the Board of Directors in Risk Oversight

The Board is responsible for providing oversight of the Company’s risk management processes and for overseeing the risk management function of the Company.  In carrying out its responsibilities, the Board of Directors works closely with senior risk officers and meets at least bi-annually to review management’s assessment of risk exposure and the process in place to monitor and control such exposure.  In addition, the Audit Committee meets no less than quarterly to review annual and quarterly reports on Forms 10-Q and 10-K, internal audits and loan reviews, and meets in executive session with internal auditors, the Company’s principal accountants, and the Chief Financial Officer, among others, to assess risk that may affect the entire Company.



Attendance at Meetings



The Board of Directors held  twelve meetings in 2015, and meets no less frequently than on a monthly basis. 



During 2015, each of the Directors attended over 75% of the aggregate of all meetings of the Board and the committees on which he served, with the exception of Mr. Banko III.



Each Director and nominee is expected to attend the annual meeting. All of the current Directors were present for the 2015 annual meeting of shareholders, with the exception of Mr. Lesavoy.



Committees of the Board of Directors



Audit Committee



The Audit Committee of the Company’s Board of Directors met four times during 2015, and operates pursuant to a written charter, a copy of which is available on the Company’s website at www.embassybank.com under “Investor Relations”. The Audit Committee is currently comprised of Messrs. Boyer (Chairman), Englesson, Yurconic and Ms. Smith.    John P. Brew served as Chairman of the Audit Committee during 2015 through his retirement as a director of the Company on March 31, 2016. Messrs. Lobach and Banko III attend the committee meetings in a non-voting capacity.  All voting members of the Audit Committee are considered independent as determined in accordance with the independence standards of the NASDAQ Stock Market. 



The Audit Committee is charged with providing assistance to the Board in fulfilling its responsibilities to the shareholders in the areas of financial controls and reporting.  Principally, these responsibilities entail assessing the effectiveness of the internal control system over financial reporting, reviewing adherence to policies and procedures and assuring the safeguarding of all Company assets and the accuracy of the Company’s financial statements and reports.  In so doing, it is the responsibility of the Audit Committee to monitor and maintain the lines of communications between the Board of Directors, external auditors, internal auditors and the senior management of the Company.  The external auditor shall be ultimately accountable to the Audit Committee. Additionally, the Company’s independent registered public accounting firm has unrestricted access to the Audit Committee.



 Prior to his retirement, Mr. Brew was determined by the Board of Directors to be an “audit committee financial expert” as defined in SEC Regulation S-K.  In light of Mr. Brew’s recent retirement, the Board is currently evaluating whether any of the current members of the Audit Committee meets the criteria for being deemed an audit committee financial expert.



For further information regarding the Audit Committee, see the discussion under the caption: “Report of Audit Committee” below.



Other Committees; Personnel Committee



The Company does not have any other standing committees. 



The Bank’s Personnel Committee performs the functions of a compensation committee.  When acting in such capacity, the duties of the Personnel Committee are as follows: to establish the compensation of officers and employees of the Company and Bank; to examine periodically the compensation structure of the Company; and to supervise welfare, pension and other compensation plans of the Bank and the Company.  With respect to the compensation of the Company’s Named Executive Officers, (identified below), the Personnel Committee recommends to the full Board of Directors for its approval the compensation (both salary and bonus) of such persons based on, among other things, the following factors: the overall performance of the Company for the prior year; the amounts allocated in the Company’s budget toward compensation; and its review of the individual performance of the Named Executive

7

 

 

 

Officers.  The Personnel Committee delegates to the Named Executive Officers the authority to establish the compensation of all other employees of the Company, within the parameters established by the Committee.



The Company did not engage the services of a compensation consultant in 2015.  As a member of the Personnel Committee, as well as President and Chief Executive Officer, Mr. Lobach abstains from all voting and discussion with respect to matters pertaining to the compensation of the Named Executive Officers.  The Personnel Committee does not operate under a formal charter.



Nominating Process



The Company’s Board of Directors does not have a standing nominating committee.  The Bank’s Personnel Committee, however, reviews the qualifications of and makes recommendations to the Board of Directors of the Company regarding potential candidates to be nominated for election to the Board of Directors.  The Personnel Committee is currently comprised of the following Directors: Messrs. Lesavoy and Lobach.    Former Lead Director, Mr. Gates, served as Chairman of the Personnel Committee until his death in December 2015, and former Director Brew served on the Personnel Committee during 2015 through his retirement on March 31, 2016.



The Personnel Committee does not have a charter.  It considers the nomination of all candidates for Director on a case-by-case basis.  The factors considered by the Personnel Committee include a candidate’s education, business and professional background and experience, banking experience, character and integrity.  Additionally, the Company’s Bylaws require that every Director be a shareholder of the Company.



Due to the infrequency of nominations, the Company does not have a written policy with respect to the nomination of candidates by shareholders; however, in considering nominations for Director, its policy is to not distinguish between nominations recommended by shareholders and those recommended by the Personnel Committee.  If any shareholder wishes to recommend any candidate for nomination to the Board, he or she should submit the name of such person to the Personnel Committee at the address shown on the cover page of this proxy statement.  In order to be considered for nomination in connection with the next annual meeting of shareholders, such name and the candidate’s principal occupation, business and professional background, education and banking experience should be provided to the Personnel Committee on or before the deadline for submitting proposals for inclusion in the Company’s proxy statement for its next annual meeting.



Shareholder Communications



The Board of Directors does not have a formal process for shareholders to send communications to the Board of Directors.  Investors wishing to communicate with the Board or any member may do so by addressing any communication, care of the Board or any Director, to the Company at the address shown on the first page of this proxy statement.



Code of Conduct (Ethics)



The Board of Directors has adopted a Code of Conduct (Ethics) policy governing the Company’s Directors, Executive Officers and employees.  The Code of Conduct governs such matters as conflicts of interest and use of corporate opportunity, financial reporting, violation of the Company’s policies, and the like.  A copy of the Code of Conduct (Ethics) policy is available on the Company’s website at www.embassybank.com under “Investor Relations”. 



Certain Relationships and Related Transactions



The Board of Directors of the Company has instituted a policy in connection with extensions of credit by the Bank to any director, officer or employee of the Company or Bank, or to any business entity in which a Director, officer or employee of the Company or Bank has a direct or indirect interest.  These extensions of credit shall only be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons, and in the opinion of management do not involve more than the normal risk of collection or present other unfavorable features.  At December 31, 2015, total loans and commitments of approximately $4.9 million were outstanding to our Executive Officers, Directors, and their affiliated businesses, which represented approximately 7.20% of our shareholders’ equity at such date. 



In January 2003, an investment group comprised of insiders of the Company formed Red Bird Associates, LLC (“Red Bird”) for purposes of purchasing the office building in which the principal offices of the Bank and Company are located.  Red Bird purchased the property subject to the existing leases of all tenants in the building, including the Bank.  The previous owner of the building was unrelated to the Company, the Bank or any of the Directors.  The original terms for the Bank’s lease were negotiated with the former owner in the year 2000.  In 2012, the Bank and Red Bird agreed to extend the term through February 28, 2017 on terms comparable for similar space in the Lehigh Valley area. Red Bird received rents for the Gateway Drive location totaling $365,964 during 2015 and the Bank has an outstanding lease commitment to pay $435,000 over the remaining term of the lease.  Red Bird also owns 5,600 shares of Company common stock. The following Directors and Executive Officers of the Company currently hold equity interests in Red Bird: Mr. Banko III, Mr. Boyer, Ms. Hunsicker, Mr. Lesavoy, Mr. Lobach, and Mr. Pittman.



8

 

 

 

In March 2006, the Bank entered into a lease agreement with former Director Frank Banko providing for the lease of 2,918 square feet of first floor office space for the purpose of opening a branch at 925 W. Broad St. in Bethlehem, which lease is now held by Director Frank Banko III. Prior to its execution, the Bank obtained a third party valuation of the market rent for the space and believes that the rental terms are fair, reasonable and comparable to the terms for similar space in the Lehigh Valley area. During 2015, the Bank paid $45,000 for rent of the West Broad St., Bethlehem, location and has an outstanding lease commitment to pay $241,000 over the remaining term of the lease.



Bernard M. Lesavoy, Esquire, serves as a Director of the Company and the Bank and is currently a principal of Lesavoy Butz & Seitz LLC.  Lesavoy Butz & Seitz LLC provides legal services to the Company and the Bank.  In 2015, the Company and the Bank paid $100,443 to Lesavoy Butz & Seitz LLC in consideration for such services.



Pursuant to the Company’s Code of Conduct (Ethics), the Board is responsible for overseeing transactions between the Company and/or the Bank and any of its affiliated parties, including Directors and Executive Officers.  In accordance therewith, each of the foregoing transactions was approved by a majority of the disinterested Directors then in office.  It is the policy of the Company to ensure that transactions with affiliates are conducted on an arm’s length basis.



Executive Officers



We identify below each of the Executive Officers of the Company and the Bank, their age as of May 6, 2016, the position they currently hold and their professional experience.  For purposes of this proxy statement, the Executive Officers identified below constitute the “Named Executive Officers” of the Company, as determined in accordance with SEC rules.



David M. Lobach, Jr., 66

See profile set forth above under the heading “Current Class 3 Directors”.



Judith A. Hunsicker, 55

Ms. Hunsicker is the Sr. Executive Vice President and Chief Operating and Financial Officer of the Company and the Bank, serving in such capacity since the organization of the entities in 2008 and 2001, respectively. She began her banking career in 1980.  Prior to joining the Company, she was most recently a member of the senior management team of Lafayette Ambassador Bank and formerly Vice President and Chief Financial Officer of Ambassador Bank.  Prior thereto, she was an Assistant Vice President/Commercial Services at First Valley Bank.  She is a member of the Home Ownership Counseling Program of the Community Action Committee of the Lehigh Valley, the Moravian Leadership Council for Moravian College, and the Lehigh Valley CRA Officers Group.  She is the chairperson and member of the boards and executive committees of the Lehigh Valley Community Land Trust, and Skills USA, Lehigh Valley Council.  She also serves as secretary, board and executive committee member of Community Lenders Community Development Corporation.  She previously served on the finance committee and as Board President of the Neighborhood Housing Services of the Lehigh Valley.  She was previously a board member or volunteer with such organizations as the Bethlehem YMCA, New Bethany Ministries, Minsi Trails Council of the Boy Scouts of America, Lehigh Valley Coalition of Affordable Housing, and Junior Achievement of the Lehigh Valley.



James A. Bartholomew, 62

Mr. Bartholomew serves as Executive Vice President of the Company and the Bank, as well as Senior Lending Officer of the Bank.  He began his banking career in 1974.  Prior to joining the Bank at its inception in November, 2001, he was a Senior Vice President and Territory Sales Manager with PNC Bank (1992 to 2001), a Division Manager of Bank of Pennsylvania (1989 to 1992) and held various positions leading to Vice President at First Valley Bank (1974 to 1989).  He has previously served as Chairman of the Board of Lehigh Valley Economic Development Corporation and on their Board of Directors.  He has also served in the past as a Foundation Board Member at Bethlehem Catholic High School and Northampton Community College, and participated on the boards of the Allentown Boys Club, Hispanic American Organization and Allentown Economic Development Corporation.

9

 

 

 





INFORMATION CONCERNING SHARE OWNERSHIP



Beneficial ownership of shares of the Company’s common stock is determined in accordance with SEC Rule 13d-3, which provides that a person should be credited with the ownership of any stock held, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, in which the person has or shares:



·

Voting power, which includes power to vote or to direct the voting of the stock;

·

Investment power, which includes the power to dispose or direct the disposition of the stock; or

·

The right to acquire beneficial ownership within 60 days after April 18, 2016.



Beneficial Ownership of Principal Holders



The following table shows, to the best of the Company’s knowledge, those persons or entities, who owned of record or beneficially, on April 18, 2016, more than 5% of the Company’s outstanding common stock.









 

 

 

 

 



Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership of Common Stock

Percentage of Common Stock Beneficially Owned

 



 

 

 

 

 



Frank Banko III

 500,754 

(1)

6.66%

 



c/o Embassy Bancorp, Inc.

 

 

 

 



100 Gateway Drive, Suite 100

 

 

 

 



Bethlehem, PA 18017

 

 

 

 



 

 

 

 

 



David M. Lobach, Jr.

 422,686 

(2)

5.62%

 



c/o Embassy Bancorp, Inc.

 

 

 

 



100 Gateway Drive, Suite 100

 

 

 

 



Bethlehem, PA 18017

 

 

 

 



 

 

 

 

 



(1) Includes 2,475 shares held by spouse and 2,543 shares attributable to Mr. Banko's interest in Red Bird.

 



(2) Includes 3,000 shares held jointly with spouse; 45,869 shares held by spouse; 193 shares held jointly with son; 153 shares held as custodian under UGMA for granddaughter; 618 shares attributable to Mr. Lobach's interest in Red Bird; and 61,162 shares issuable pursuant to presently exercisable stock options.

 



 

 

10

 

 

 

Beneficial Ownership of Executive Officers and Directors



The following table sets forth, as of April 18, 2016, and from information supplied by the respective persons, the amount and the percentage, if over 1%, of the common stock of the Company beneficially owned by each Director, each nominee for Director, each of the Named Executive Officers and all Executive Officers and Directors of the Company as a group.









 

 

 

 

Name of Individual or Identity of Group

Amount and Nature of Beneficial Ownership (1)

 

Percent of Class

 



 

 

 

 

Directors and Named Executive Officers

 

 

 

 

Frank Banko III

 500,754 

(2)

6.66%

 

James R. Bartholomew

 21,744 

(3)

*

 

Geoffrey F. Boyer

 104,445 

(4)

1.39%

 

John G. Englesson

 86,278 

(5)

1.15%

 

Judith A. Hunsicker

 77,359 

(6)

1.03%

 

Bernard M. Lesavoy

 151,391 

(7)

2.01%

 

David M. Lobach, Jr.

 422,686 

(8)

5.62%

 

John C. Pittman

 370,884 

(9)

4.93%

 

Patti G. Smith

 242,510 

(10)

3.23%

 

John T. Yurconic 

24,406 

(11)

*

 



 

 

 

 

All Executive Officers, Directors and Nominees as a Group (10 Persons)

 2,002,457 

 

26.64%

 

  * Indicates beneficial ownership of less than 1%

 

 

 

 

(1) Unless otherwise indicated, to the knowledge of the Company, all persons listed have sole voting and investment power

 

     with respect to their shares of Company common stock, except to the extent authority is shared by spouses under

 

     applicable law.  Pursuant to the rules of the SEC, the number of shares of common stock deemed outstanding includes

 

     shares issuable pursuant to options held by the respective person or group that are currently exercisable or may be exercised

 

     within 60 days of April 18, 2016 (“presently exercisable stock options”), in the amount of 102,128. Amounts reported in

 

     this column also include shares attributable to the respective person as a result of their ownership interest in Red Bird

 

    Associates, LLC.  Fractional shares beneficially owned by such individuals have been rounded down to the number of

 

    whole shares beneficially owned.  Beneficial ownership may be disclaimed as to certain of these shares.

 

(2) Includes 2,475 shares held by spouse and 2,543 shares attributable to Mr. Banko's interest in Red Bird.

 

(3) Includes 2,718 shares held jointly with spouse; 61 shares held by spouse as custodian for grandson; and 60 shares held by

 

     spouse as custodian for granddaughter.

 

 

 

 

(4) Includes 5,276 shares held by spouse; 12,238 shares held as custodian under UGMA; and 206 shares attributable to

 

     Mr. Boyer's interest in Red Bird.

 

 

 

 

(5) Includes 3,627 shares held by spouse and 2,840 shares held by spouse under UGMA.

 

(6) Includes 52 shares held jointly with spouse; 51 shares held by son; 40 shares attributable to Ms. Hunsicker's interest in Red Bird;

 

    and 40,966 shares issuable pursuant to presently exercisable stock options.

 

 

 

 

(7) Includes 82,479 shares held jointly with spouse; 3,077 shares held by spouse; 22,662 held as custodian under UGMA; and

 

    412 shares attributable to Mr. Lesavoy's interest in Red Bird.

 

 

 

 

(8) Includes 3,000 shares held jointly with spouse; 45,869 shares held by spouse; 193 shares held jointly with son; 153 shares held as

 

    custodian under UGMA for granddaughter; 618 shares attributable to Mr. Lobach's interest in Red Bird; and 61,162 shares

 

    issuable pursuant to presently exercisable stock options.

 

(9) Includes 5,555 shares held by spouse; 150 shares held by spouse as custodian under UGMA; and 618 shares

 

    attributable to Mr. Pittman's interest in Red Bird.

 

 

 

 

(10) Includes 236,289 shares held as trustee of Ms. Smith's living trust and 3,154 shares held as trustee of the Elmer D. Gates

 

    revocable trust.

 

 

 

 

(11) All Shares held jointly with spouse. 

 



11

 

 

 





Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934, as amended (referred to herein as the “Exchange Act”), requires Directors, Executive Officers and persons who beneficially own more than 10% of the Company’s issued and outstanding common stock to file initial reports of ownership and reports of changes in beneficial ownership with the SEC.  Such persons are also required to furnish the Company with copies of all Section 16(a) forms they file.



The Company believes that during the period January 1, 2015 through December 31, 2015, its Directors, Executive Officers and greater than 10% beneficial owners timely filed all reports required under Section 16(a) of the Exchange Act.







INFORMATION CONCERNING COMPENSATION



Compensation Philosophy



The Board of Director’s annual compensation decisions are the product of a multi-step process.  Annual salary adjustments are determined in light of budgetary constraints and overall performance.  Both cash and equity bonuses are completely discretionary and based upon an evaluation of both the employee’s and Company’s overall performance for the prior year.



In determining the amounts to be allocated toward compensation in the Company’s annual budget, generally, as well as the compensation to be paid to the Named Executive Officers, specifically, the Board of Directors and Personnel Committee have always placed a strong emphasis on the overall performance of the Company, its efficiency ratio (e.g., noninterest expense divided by total revenue (net interest income plus noninterest income)), and the productivity ratios of total assets to employee, total loans to employee, total deposits to employee, and net income to employee (the “employee ratios”).  The Board believes that the efficiency ratio and employee ratios are particularly important in determining compensation because it views such ratios as reasonable indicators of individual and team efforts.  The Board also believes in running the Company for the long term and looks toward its management team to lead the Company’s future growth.



For the year ended December 31, 2015, the Company’s team productivity benchmarks or employee ratios were in the very top quartile of performance in comparison to those institutions that the Company considers its peers (e.g., a total of 28 Pennsylvania financial institutions with total assets ranging from $500 million to $1.1 billion).  Importantly, it should be noted that those financial institutions the Company considers its peers have 68% greater overall average salary and benefit costs as a percent of average assets than that of the Company’s. When one considers this fact together with the return on investment on an employee-by-employee basis, as indicated by the employee ratios, the Board feels strongly that employees are fairly compensated for their efforts.  In other words, because the Company has fewer employees supporting a greater number of assets, loans, deposits, and net income than the average of its peers, it is beneficial for the Company to pay such employees for their high level of expectations and resulting performance.



The Board of Directors believes that its compensation philosophy and the resultant compensation paid to the Company’s employees, and the programs and practices on which such compensation decisions are based, are reasonable and do not present any risks that are reasonably likely to have a material adverse effect on the Company.



More specifically, with respect to risk management, the Board believes that by allocating a significant percentage of an employee’s total compensation to salary, not linking annual incentive compensation to pre-determined annual performance criteria, and rewarding employees for their efforts on an employee-by-employee basis, the Company’s compensation program is fair to the Company and the employee, and any incentive for an employee to take unnecessary and excessive risk is adequately minimized. 



Finally, and most importantly, the Board believes that its approach to compensation has enabled the Company to enjoy a stable team of highly engaged banking professionals who have continued to fine tune the Company’s unique business model, culture, and resulting performance.

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Director Compensation



Director Summary Compensation Table



The following table summarizes the compensation paid by the Company to Directors for the fiscal year ended December 31, 2015, for services rendered in 2014, other than David M. Lobach, Jr., who did not receive compensation as a Director.













 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

Name

Fees Earned or Paid in Cash

Stock Awards

Non-equity Incentive Plan Compensation

Change in
Pension Value
and Nonqualified Deferred Compensation Earnings

All
Other Compensation (1)

Total

 

Frank Banko III

$

 6,881.70 

$

 6,868.05 

$

 -

$

 -

$

 28.00 

$

 13,777.75 

 

Geoffrey F. Boyer

 

 7,749.10 

 

 7,733.15 

 

 -

 

 -

 

 -

 

 15,482.25 

 

John P. Brew

 

 8.00 

 

 13,820.50 

 

 -

 

 -

 

 33.00 

 

 13,861.50 

 

Robert P. Daday (2)

 

 7,597.55 

 

 7,585.45 

 

 -

 

 -

 

 -

 

 15,183.00 

 

John G. Englesson

 

 9.40 

 

 15,740.60 

 

 -

 

 -

 

 39.00 

 

 15,789.00 

 

Elmer D. Gates (3)

 

 7,451.20 

 

 7,448.30 

 

 -

 

 -

 

 -

 

 14,899.50 

 

M. Bernadette Holland (4)

 

 6,944.40 

 

 6,931.35 

 

 -

 

 -

 

 -

 

 13,875.75 

 

Bernard M. Lesavoy

 

 7,597.55 

 

 7,585.45 

 

 -

 

 -

 

 27.00 

 

 15,210.00 

 

John C. Pittman

 

 7,320.60 

 

 7,311.15 

 

 -

 

 -

 

 53.00 

 

 14,684.75 

 

John T. Yurconic

 

 1.40 

 

 15,213.10 

 

 -

 

 -

 

 16.00 

 

 15,230.50 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes bank owned life insurance "BOLI" purchased by the Company on certain of its employees and directors.

 

(2) As previously reported, Mr. Daday served as a director until his death on November 25, 2015.

 

(3) As previously reported, Mr. Gates served as a director until his death on December 14, 2015.

 

(4) As previously reported, Ms. Holland served as a director until her resignation on February 16, 2015.

 



Non-employee Director Compensation Program



Pursuant to the Company’s Non-employee Director Compensation Program for fiscal year 2015, each non-employee Director of the Company was entitled to receive annual compensation in the amount of $16,750, payable at the election of the Director, in shares of Company common stock or a combination of cash and Company common stock; provided, that the cash portion of any such election shall be limited to fifty percent (50%) of the total amount of the annual fee.  On November 20, 2015, the Board approved an increase to the annual compensation paid to each non-employee Director of the Company to $18,000 effective with the 2016 fiscal year.  Company common stock issued in payment of the annual fee is issued pursuant to the Embassy Bancorp, Inc. 2010 Stock Incentive Plan. 



In order for a Director to be eligible to receive the annual fee, a Director must have attended at least seventy-five percent (75%) of all meetings of the Board of Directors and of the committee(s) on which he or she serves held during the subject year.  In the event that the Director attends at least seventy-five percent (75%), but less than one hundred percent (100%), of all such meetings held during a subject year, the annual fee will be prorated accordingly.  For example, if a Director attended eighty percent (80%) of all meetings of the Board and of the committee(s) on which he or she serves held in 2015, he or she would be entitled to receive an annual fee equal to eighty percent (80%) of $16,750, or $13,400. If a Director attended seventy four percent (74%) of all such meetings held in 2015, he or she would not be entitled to receive the annual fee.



Equity Incentive Plan



Non-employee Directors of the Company and the Bank remain eligible to participate in the Embassy Bancorp, Inc. 2010 Stock Incentive Plan.  For information regarding the 2010 Stock Incentive Plan, see “Executive Compensation – Equity Incentive Plans” below.

13

 

 

 



Executive Compensation



Summary Compensation Table



The table below sets forth the compensation awarded to, earned by, or paid to each of the Named Executive Officers for the year ended December 31, 2015 and the prior fiscal year. While employed, executives are entitled to base salary, participation in the executive compensation programs identified below, and other benefits common to all employees of the Bank.











 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Principal Position

Year

Salary ($)

Bonus ($)

Option Awards ($)(1)

Stock Awards ($)(2)

Non-qualified Deferred Compensation Earnings ($)

All Other Compensation ($)(3)

Total ($)

David M. Lobach

2015

$

 500,137 

 

$

 95,500 

 

$

 26,847 

 

$

 2,725 

 

$

 141,939 

 

$

 22,794 

 

$

 789,942 

CEO, President and Chairman

2014

$

 471,827 

 

$

 90,000 

 

$

 57,748 

 

$

 -

 

$

 548,953 

 

$

 29,204 

 

$

 1,197,732 

Judith A. Hunsicker

2015

$

 334,226 

 

$

 63,500 

 

$

 17,978 

 

$

 796 

 

$

 91,860 

 

$

 9,757 

 

$

 518,117 

COO,  CFO and Senior Executive VP

2014

$

 315,308 

 

$

 60,000 

 

$

 38,590 

 

$

 -

 

$

 103,248 

 

$

 9,885 

 

$

 527,031 

James R. Bartholomew

2015

$

 253,612 

 

$

 48,250 

 

$

 -

 

$

 403 

 

$

 142,857 

 

$

 6,300 

 

$

 451,422 

Executive Vice President and SLO

2014

$

 239,257 

 

$

 45,500 

 

$

 -

 

$

 -

 

$

 156,149 

 

$

 9,063 

 

$

 449,970 

(1) Option awards are valued based upon the Black-Scholes option valuation model.  The actual value, if any, that may be realized will depend on the

     excess of the stock price over the exercise price on the date the option is exercised.  Therefore, there is no assurance the value realized will be at or

     near the value estimated  by the Black-Scholes model.  The assumptions underlying the Black-Scholes model are set forth in footnote 11 to our

     consolidated financial statements in our Annual Report on Form 10-K.

(2) Restricted stock units granted to employees are valued at the date of the grant based on the fair market value of the Company's stock

     at the date of the grant and are recognized in compensation expense over the service period, which is generally the vesting period.

(3) Includes Deferred Salary Savings Plan (401 (k)) company matching contributions, life insurance premiums, and personal use of company vehicle.



The current annual salaries of the Named Executive Officers are: Mr. Lobach - $532,646; Ms. Hunsicker - $355,951;  and Mr. Bartholomew - $270,097.



In 2003, the Bank adopted a 401(k) Plan for all of its employees, including the above Named Executive Officers.  The Plan provides that the Bank will contribute 50% of the contribution made by each employee, with the Bank’s contribution not to exceed 4% of compensation.  The Bank’s contribution to each of the Named Executive Officers is included in the table above in the column titled “All Other Compensation”. 



In addition to the above described compensation, Executive Officers of the Company, as well as all other employees of the Company and the Bank, receive a benefit package consisting of hospitalization and health insurance coverage, optical and dental coverage, disability benefits and life insurance in the amount of  three times annual salary in the event of death while employed. The Named Executive Officers each have employment agreements and supplement executive retirement plan agreements, as described below under “Agreements with Executive Officers,” and are eligible to participate in the Company’s 2010 Stock Incentive Plan, also described below.



Outstanding Equity Awards at Fiscal Year End Table



The following table sets forth information concerning the grant and exercise of stock options and the grant of restricted stock awarded to the Company’s Named Executive Officers.  Stock options were not awarded in 2015 and no stock options were awarded from 2006 through 2011.  In December 2015, the Company issued an aggregate 23,007 restricted stock awards to Mr. Lobach, Ms. Hunsicker and Mr. Bartholomew (19,063, 2,619 and 1,325 shares each, respectively) pursuant to the Company’s 2010 Stock Incentive Plan.  Of these restricted stock awards, 7,864 awards vest ratably in three annual installments, the remaining 15,143 awards vest ratably in nine annual installments.

14

 

 

 









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding Equity Awards at Fiscal Year End

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of 12-31-15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

Option Awards

 

Stock Awards

Name and Principal Position

Year

 

Number of Securities Underlying Unexercised Options
(#) Exercisable

 

Number of Securities Underlying Unexercised Options
(#) Un-exercisable

 

Option Exercise Price ($)

 

Option Expiration Date

 

Shares That Have Not Vested

 

Stock Award Grant Date

 

Market Value of Shares That Have Not Vested ($)

 

Stock Expiration Date

 

Unearned Shares, Units or Other Rights that Have Not Vested (#)

 

Market Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)

David M. Lobach

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CEO, President and

2015 

 

 -

 

 -

$

 -

 

N/A

 

 19,063 

 

12/23/2015

$

 208,740 

 

N/A

 

N/A

 

N/A

Vice Chairman

 2014 

 

 5,927 

 

 11,854 

 

 7.51 

 

01/17/23

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A



 2013 

 

 11,885 

 

 5,943 

 

 7.00 

 

02/22/22

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A



 2012 

 

 31,480 

 

 -

 

 7.00 

 

02/17/21

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A



Total

 

 49,292 

 

 17,797 

$

 7.14 

 

 

 

19,063 

 

 

$

 208,740 

 

 

 

 

 

 

Judith A. Hunsicker

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COO,  CFO and             

2015 

 

 -

 

 -

$

 -

 

N/A

 

 2,619 

 

12/23/2015

$

 28,678 

 

N/A

 

N/A

 

N/A

Senior Executive VP

 2014 

 

 3,961 

 

 7,921 

 

 7.51 

 

01/17/23

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A



 2013 

 

 7,943 

 

 3,971 

 

 7.00 

 

02/22/22

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A



 2012 

 

 21,131 

 

 -

 

 7.00 

 

02/17/21

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A



Total

 

 33,035 

 

 11,892 

$

 7.13 

 

 

 

2,619 

 

 

$

 28,678 

 

 

 

 

 

 

James R. Bartholomew

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Vice President

 2015 

 

 -

 

 -

$

 -

 

N/A

 

 1,325 

 

12/23/2015

$

 14,509 

 

N/A

 

N/A

 

N/A

and SLO

 2014 

 

 -

 

 -

 

 -

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A



 2013 

 

 -

 

 -

 

 -

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A



 2012 

 

 -

 

 -

 

 -

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A



Total

 

 -

 

 -

$

 -

 

 

 

1,325 

 

 

$

 14,509 

 

 

 

 

 

 



The Company does not currently maintain any non-qualified contributory deferred compensation plans in which its Named Executive Officers participate.



Agreements with Executive Officers



Employment Agreements



The Bank is party to an employment agreement, dated January 2006, with David M. Lobach, Jr., who is Chairman, President and Chief Executive Officer of the Company and the Bank. As amended, the agreement provides for perpetual employment until Mr. Lobach reaches the age of seventy, unless terminated for “cause” or otherwise as outlined in the agreement.  Mr. Lobach currently receives an annual salary of $532,646, plus a bonus which shall not exceed 30% of his salary, as may be awarded by the Board of Directors.  Mr. Lobach’s salary may be adjusted as mutually agreed by Mr. Lobach and the Bank. Mr. Lobach’s contract further provides for the annual award of stock options with market value of not less than 30% of his salary. Mr. Lobach’s contract also provides that in the event his employment terminates as a result of a change in control of the Company or Bank, he will receive 500% of his base salary and bonus in five annual payments and his health and other fringe benefits shall be continued for five years, in exchange for restrictive covenants which prohibit him from entering into business relationships which infringe on the operation of the Bank.  See “Change in Control Provisions” below.



The Bank is party to an employment agreement, dated January 2006, with Judith A. Hunsicker, who is Sr. Executive Vice President, Chief Operating and Financial Officer of the Company and the Bank. As amended, the agreement provides for perpetual employment until Ms. Hunsicker reaches the age of seventy, unless terminated for “cause” or otherwise as outlined in the agreement.  Ms. Hunsicker currently receives an annual salary of $355,951, plus a bonus which shall not exceed 30% of her salary, as may be awarded by the Board of Directors.  Ms. Hunsicker’s salary may be adjusted as mutually agreed by Ms. Hunsicker and the Bank. Ms. Hunsicker’s contract further provides for the annual award of stock options with market value of not less than 30% of her salary. Ms. Hunsicker’s contract also provides that in the event her employment terminates as a result of a change in control of the Company or Bank, she will receive 500% of her base salary and bonus in five annual payments and her health and other fringe benefits shall be continued for five years, in exchange for restrictive covenants which prohibit her from entering into business relationships which infringe on the operation of the Bank.  See “Change in Control Provisions” below.



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The Bank is party to an employment agreement, dated February 2009, with Mr. Bartholomew, who is Executive Vice President of Commercial Lending. As amended, the agreement provides for a three year term with successive one year extensions, and at such salary and bonuses as shall be agreed by Mr. Bartholomew and the Bank. Mr. Bartholomew currently receives an annual salary of $270,097 and a bonus as may be awarded by the Board of Directors. Mr. Bartholomew’s contract also provides that in the event his employment terminates as a result of a change in control of the Company or Bank, he will receive 300% of his base salary in a lump sum and his health and other fringe benefits shall be continued for one year, in exchange for restrictive covenants which prohibit him from entering into business relationships which infringe on the operation of the Bank.  See “Change in Control Provisions” below.





Mr. Lobach and Ms. Hunsicker’s employment agreements are automatically renewed, in perpetuity, until the age of 70, unless earlier terminated (1) by the Bank for cause, (2) by voluntary resignation or disability of the executive, (3) upon written notice from the Board of Directors for any other reason, with such termination effective five years from the date of notice, or (4) under the change in control provisions discussed below. Mr. Bartholomew’s employment agreement is for a three year term beginning February 2009, and thereafter automatically continues such that there is never less than three years remaining in the agreement, unless terminated upon prior notice.



Because potential payments to be made to the foregoing executives in connection with a change in control of the Company would subject the executives to a 20% excise tax as a golden parachute, the executives will be entitled to receive an additional gross up payment under the employment agreements equal to the total excise tax imposed. In the event such payments are made, the Internal Revenue Code and regulations promulgated thereunder provide that the golden parachute payment and tax gross up payment would not be deductible by the Company.



Supplemental Executive Retirement Plans



The Bank has entered into Supplemental Executive Retirement Plan agreements (“SERPs”) with Mr. Lobach which provide for the payment of benefits upon retirement.  Benefits accrue through a normal retirement age of 65.  Currently, the SERPs provide for the Bank’s annual payment of $283,096 to Mr. Lobach, of which $140,000 in benefits accrue through a normal retirement age of 65 and $143,096  in benefits accrue through a normal retirement age of 70, and are payable upon retirement after he reaches the specified normal retirement age.  Lesser benefits are provided for retirement prior to the specified normal retirement age.  The annual benefit is payable in equal monthly installments continuing for a period of fifteen (15) years.



The Bank has also entered into SERPs with Ms. Hunsicker and Mr. Bartholomew, which provide for the Bank’s annual payment of $200,685 to Ms. Hunsicker upon her retirement after reaching age 65 and $127,129 to Mr. Bartholomew of which $119,629 in benefits accrue through a normal retirement age of 65 and $7,500 in benefits accrue through a normal retirement age of 70 and are payable upon retirement after he reaches the specified normal retirement age. Lesser benefits are provided for retirement prior to age 65. The annual benefit is payable in equal monthly installments continuing for a period of fifteen (15) years.



Pursuant to the agreements, if it is determined that any payment to be made to the foregoing executives under these agreements is subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, the amounts payable to such executive under his or her agreement will be adjusted upward such that the executive will be in the same after-tax position as if no excise tax had been imposed. 



Change in Control Provisions



The aforementioned employment agreements and SERPs with the Company’s Named Executive Officers all include change-in-control provisions which are designed to (1) assure the continuity of executive management during a threatened takeover; and (2) ensure executive management is able to objectively evaluate any change in control proposal and act in the best interests of shareholders during a possible acquisition, merger or combination. The Bank designed the agreements to be part of a competitive compensation package, thereby aiding in attracting and retaining top quality executives.



For purposes of the employment agreements and SERPs, “change in control” is defined to mean a change in the ownership or effective control of the Bank or the Company, as described in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended.



With respect to Mr. Lobach and Ms. Hunsicker’s employment agreements, the executive is entitled to certain benefits if, at any time within two years after the change in control, any of the following triggering events occurs: (1) employment is terminated by the Bank for any reason other than cause or disability of the executive; or (2) employment is terminated by the executive for his/her reason. When a triggering event occurs following a change in control, Mr. Lobach and Ms. Hunsicker would be entitled to five times the sum of the executive’s annual base salary plus bonus, payable in five annual installments beginning on the effective date of resignation or termination, as well as health and other fringe benefits for a period of five years.



With respect to Mr. Bartholomew’s employment agreement, the executive is entitled to certain benefits if, at any time within one year after the change in control, any of the following triggering events occurs: (1) if he is discharged or resigns because the duties, position or title are materially changed, or (2) if he is relocated 50 miles beyond Routes 512 & 22 in Bethlehem, PA. When a triggering event occurs following a change in control, Mr. Bartholomew would be entitled to receive three times the sum of his annual

16

 

 

 

base salary in one lump sum, payable within one year following the effective date of resignation or termination. Mr. Bartholomew would also receive health and other fringe benefits for one year.





With respect to the SERPs, if the individual’s employment with the Bank is involuntarily terminated within two years after a “Change in Control” (as defined above) of the Company, payment thereunder will commence immediately in an amount equal to the amount which would have been payable as though the executive retired from service with the Bank upon attaining normal retirement age.



If the individual is determined to be a “specified employee” (as defined in Section 409A of the Internal Revenue Code of 1986, as amended), payments to such individual pursuant to the employment agreements and SERPs, other than payments qualifying as short term deferrals or an exempt separation pay arrangement under Section 409A, shall not begin earlier than the first day of the seventh month after the date of termination.



Stock Incentive Plan



At the Company’s annual meeting on June 16, 2010, the shareholders approved the Embassy Bancorp, Inc. 2010 Stock Incentive Plan (the “SIP”).  The SIP authorizes the Board of Directors, or a committee authorized by the Board of Directors, to grant a stock award to (i) designated officers (including officers who are directors) and other designated employees at the Company and its subsidiaries, and (ii) non-employee members of the Board of Directors and advisors and consultants to the Company and its subsidiaries.  The Board of Directors believes that the SIP will cause the designated participants to contribute materially to the growth of the Company.   Awards issued under the SIP may take the form of incentive stock options as provided in Section 422 of the Internal Revenue Code of 1986, non-qualified stock options, stock appreciation rights, restricted stock and deferred stock awards.  The terms of the awards, including the vesting schedule, if any, will be determined by the Board (or committee) at the time of grant.  All options granted under the SIP will not have a term in which it may be exercised that is more than ten years from the time the option is granted. 





As of April 18, 2016, the aggregate number of shares available for issuance under the SIP is  322,210.  The SIP provides for appropriate adjustments in the number and kind of shares available for issuance thereunder in order to avoid dilution in the event of merger, stock splits, stock dividends or other changes in the capitalization of the Company.  The SIP expires on June 15, 2020. In February 2016 the Company issued an aggregate of 5,934 shares of restricted stock to non-employee Directors in connection with the Non-employee Director Compensation Program.  In December 2015, the Company issued an aggregate 23,753 shares of restricted stock to certain officers of the Company pursuant to the Company’s 2010 Stock Incentive Plan.  Of these restricted stock awards granted to certain officers, 8,610 vest ratably in three annual installments, the remaining 15,143 awards vest ratably in nine annual installments. In total, options for the purchase of 112,016 shares are outstanding as of December 31, 2015 under the SIP at a weighted average exercise price of $7.14.



No awards were granted under the SIP during 2011 and 2010.



Awards issued under the SIP vest automatically upon a change in control of the Company.



PROPOSAL NO. 2

AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION 

TO ELIMINATE CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS



Under this Proposal No. 2, the Board of Directors is asking the shareholders of the Company to approve and adopt an amendment to the Company’s Articles of Incorporation to add a new Article THIRTEENTH that would expressly eliminate the right of shareholders to vote cumulatively in elections of Directors. The full text of proposed Article THIRTEENTH is set below under “Form of Amendment”.



Because the Company’s Articles of Incorporation do not address cumulative voting, under Pennsylvania law, shareholders of the Company have the right to vote cumulatively in the election of Directors. Cumulative voting allows each shareholder to multiply the number of shares that he or she is entitled to vote by the total number of Directors to be elected and to cast the entire number of such votes for one candidate or to distribute them among any two or more candidates. By contrast, under non-cumulative voting where each common share only has one vote, each shareholder may only cast a number of votes for each nominee up to the total number of shares held by the shareholder.



For example, under non-cumulative voting, if three Directors are to be elected, a shareholder holding 100 shares may vote up to 100 shares for each different nominee. Under cumulative voting, this same shareholder could cast 300 votes for one Director, or split up the votes in any manner he or she sees fit among the three candidates.



Cumulative voting in the election of directors was developed in the late 19th century, and, as the public securities markets developed during the 20th century, the prevalence of cumulative voting has evolved. Today, less than 5% of S&P 500, Fortune 500 and NASDAQ 100 listed companies provide for cumulative voting in the election of Directors.



17

 

 

 

The Board believes that cumulative voting permits a shareholder to influence the outcome of an election in a manner disproportionate to his or her ownership interest in the Company. Cumulative voting allows shareholders with less than a majority of the shares to determine the outcome of Director elections. The Board of Directors believes that each Director is responsible to all of the Company’s shareholders, and not just to a minority shareholder group that has cumulatively voted their shares and may have special interests contrary to those of the broader group of Company shareholders. The election of Directors who view themselves as representing a particular minority shareholder group could result in partisanship and discord on the Board, and may impair the ability of the Directors to act in the best interests of the Company and all of its shareholders. Eliminating cumulative voting diminishes the ability of minority shareholders to elect Directors in a manner disproportionate to their ownership interest.



Eliminating cumulative voting could, under certain circumstances, render more difficult or discourage a proxy contest, the assumption of control by a holder of a large block of our common shares or the removal of incumbent management. This proposal is not in response to any shareholder effort to remove any director or to accumulate the Company’s common shares to obtain control of the Company or the Board of Directors by means of a solicitation in opposition to management or otherwise. The Board is seeking to eliminate cumulative voting at this time for the reasons discussed above. This proposal is not part of a plan by the Board or management to adopt a series of antitakeover measures, and the Board does not currently intend to seek approval of any other antitakeover measures. While Pennsylvania law has so-called antitakeover statutes that are applicable to the Company, generally, other than Article NINTH of the Company’s Articles of Incorporation, which governs tender and other offers for the Company’s securities, Article ELEVENTH of the Company’s Articles of Incorporation, which requires that certain types of business combinations be approved by a super-majority vote of the shareholders of the Company, and Section 2.1 of the Company’s By-laws, which provides for a classified Board of Directors, the Company does not have any other antitakeover measures in place.



Form of Proposed Amendment



The Board of Directors proposes and recommends that the Company’s Articles of Incorporation be amended to add a new Article THIRTEENTH, to read in its entirety as follows:



Article THIRTEENTH. Cumulative voting rights shall not exist with respect to the election of directors.



If approved by the shareholders, the amendment would be effective upon the filing of an amendment to the Company’s Articles of Incorporation with the Secretary of State of the Commonwealth of Pennsylvania, anticipated to occur promptly following the annual meeting.    If the foregoing amendment is approved by the shareholders, the Board of Directors intends to approve and adopt a corresponding amendment to Section 1.6 of the Company’s Bylaws.



Vote Required for Approval



The affirmative vote of a majority of the votes cast, in person or by proxy, is required to approve the amendment to the Articles of Incorporation to eliminate cumulative voting in the election of Directors.  Abstentions and broker non-votes will have no effect in calculating the votes on this proposal.



Recommendation of the Board of Directors



The Board of Directors recommends a vote FOR the proposal to amend the Company’s Articles of Incorporation to eliminate cumulative voting in the election of Directors.

 



PROPOSAL NO. 3

ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION



In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) we are providing our shareholders an opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers as disclosed in this proxy statement, or Say-on-Pay. This vote does not address any specific item of compensation, but rather the overall compensation of our Named Executive Officers as disclosed in this proxy statement. At the 2013 annual meeting of shareholders, our shareholders voted to hold an advisory vote on executive compensation every three years. The Board affirmed the shareholders’ recommendation and will hold Say-on-Pay advisory votes on a three year basis until the next required shareholder vote on the frequency of the Say-on-Pay advisory vote, which is scheduled to be held at the 2019 annual meeting of shareholders.



We believe that our executive compensation policies and programs, which are reviewed and approved by our Personnel Committee, are designed to align our Named Executive Officers’ compensation with our short-term and long-term performance and to provide the compensation and incentives that are necessary to attract, motivate and retain key executives who are important to our continued success. The Personnel Committee regularly reviews all elements of our executive compensation program and takes any actions it deems necessary to continue to fulfill the objectives of our compensation programs. These programs have been designed to promote a performance-based culture which aligns the interests of our Named Executive Officers and other managers with the

18

 

 

 

interests of our shareholders. Shareholders are encouraged to carefully review the “Executive Compensation” section of this proxy statement for a more detailed discussion of our executive compensation programs.



For the reasons discussed above, our shareholders are asked to provide their support with respect to the compensation of the Company’s Named Executive Officers by voting in favor of the following non-binding resolution:



“Resolved, that the shareholders of Embassy Bancorp, Inc. approve the compensation of the Company’s Named Executive Officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”



Because this shareholder vote is advisory, it will not be binding on our Board of Directors. However, the Personnel Committee will take into account the outcome of the vote when considering future executive compensation arrangements.



Vote Required for Approval 



The affirmative vote of a majority of the votes cast, in person or by proxy, is required to approve the non-binding, advisory resolution on the compensation of our Named Executive Officers.  Abstentions and broker non-votes will have no effect in calculating the votes on this proposal.



Recommendation of the Board of Directors



The Board of Directors recommends a vote FOR the non-binding advisory resolution approving the compensation paid to the Company’s Named Executive Officers.



PROPOSAL NO. 4

APPROVAL OF THE EMBASSY BANCORP, INC. EMPLOYEE STOCK PURCHASE PLAN



The Company is requesting that its shareholders vote to approve the Embassy Bancorp, Inc. Employee Stock Purchase Plan (the “Purchase Plan”).  The following summary of the principal features of the Purchase Plan is qualified by reference to the full text of the Purchase Plan, attached as Annex A to this Proxy Statement.



General



The Purchase Plan permits eligible employees to purchase shares of common stock directly from the Company from authorized but previously unissued shares or shares held in treasury.  The Company will use the proceeds it receives from the sale of such common stock pursuant to the Purchase Plan for general corporate purposes.  It is the Company’s intention that the Purchase Plan qualifies as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).



Purpose of the Purchase Plan



The purpose of the Purchase Plan is to encourage and enable employees of the Company and its subsidiaries to acquire an ownership interest in the Company through a regular investment program.  The Company believes that employees who participate in the Purchase Plan will have a closer identification with the Company by virtue of their ability, as shareholders, to participate in the Company’s growth and earnings, and will be motivated to improve their job performance accordingly.



19

 

 

 

Key Terms



The Purchase Plan is designed to meet the requirements of Code Section 423.  The following highlights the key provisions of the Purchase Plan:





 

 

Purchase Plan Effective Date:

 

Upon approval of the Purchase Plan by the shareholders of the Company.



 

 

Purchase Plan Term:

 

The Purchase Plan will remain in effect until all shares of common stock reserved thereunder have been purchased, unless terminated earlier by the Company’s Board of Directors.



 

 

Eligible Participants:

 

Each employee of the Company and its subsidiaries whose customary employment is more than five months in a calendar year and is scheduled to work 20 or more hours per week is eligible to participate once such employee has executed a payroll deduction authorization form.  As of the date of this proxy statement, approximately eighty-three (83)  employees would have been eligible to participate in the Purchase Plan.



 

 

Shares Authorized:

 

350,000 shares of Embassy Bancorp, Inc. common stock, $1.00 par value per share, subject to adjustment.



 

 

Shares Authorized as a Percent of Outstanding Common Stock

 

Approximately 4.7% of shares outstanding on April 18, 2016.



 

 

Purchase Price:

 

The purchase price for shares purchased under the Purchase Plan shall initially equal 95% of the fair market value of such shares on the date of purchase.  Accordingly, shares will be offered to eligible employees at a 5% discount.  The purchase price may be adjusted from time to time by the Board of Directors; provided, however, that the discount to fair market value shall not exceed 15%.



 

 

Share Limits Per Person:

 

Shares possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or having a fair market value of $25,000 per employee per calendar year.



 

 



Eligibility



Any employee, who, on the relevant offering date, customarily works at least five months in a calendar year and at least 20 hours per week, is eligible to participate in the Purchase Plan.  Non-employee directors of the Company are ineligible to participate.



Administration of the Purchase Plan



The Board administers the Purchase Plan in the absence of a committee appointed by the Board for such purpose.  The committee or Board, as applicable, has the authority to make a final and binding determination of all questions of, and interpretations with respect to, the operation of the Purchase Plan. 



Custodian



The Company’s current registrar and transfer agent, Computershare, Inc. (“Computershare”), has been designated the initial custodian under the Purchase Plan.



Participation in the Purchase Plan



There are four consecutive quarterly offering periods under the Purchase Plan in each calendar year.  An offering period begins each January 1, April 1, July 1, and October 1 and continues until the next offering period commences.  Subject to certain limitations, an employee may begin participating in the Purchase Plan effective at the beginning of an offering period by submitting an authorization form for regular payroll deductions prior to the commencement of the next offering period.  Once enrolled in the Purchase Plan, a participant is able to purchase common stock with deductions from the participant’s pay that the Company pays in the payroll next following the commencement of the next offering period.  Once a quarterly offering period is ended, a participant is automatically enrolled in the next offering period unless such participant chooses to withdraw from the Purchase Plan (as described below).

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Purchasing Stock



A participant may designate that the Company use payroll deductions to purchase stock at a rate that is at least $5.00 per pay period but not more than 10% of such participant’s base annual compensation.  Subject to certain limitations, a participant may only change the amount of pay that is deducted to purchase shares under the Purchase Plan (other than to withdraw entirely, as set forth below) once during an offering period, or can elect to have such changes be effective at the beginning of the following offering period.



On the last day of each fiscal quarter (i.e., March 31, June 30, September 30, and December 31) payroll deductions accumulated during the offering period are applied automatically to purchase common stock.  The price of each share of common stock purchased under the Purchase Plan will initially be equal to 95% of its fair market value on the purchase date.  The number of shares purchased is determined by dividing the payroll deductions for the offering period by the price paid by the participant.  All shares purchased are credited to the participant and registered in the name of the participant in an account maintained for such participant by Computershare, as custodian under the Purchase Plan.  All shares purchased under the Purchase Plan are automatically enrolled in the Company’s Dividend Reinvestment and Stock Purchase Plan, if any, and dividends declared on such shares will be reinvested in additional shares of common stock in accordance therewith.



Limitations



The Purchase Plan does not permit a participant to purchase shares under the Purchase Plan if the participant would own common stock possessing 5% or more of the total combined voting power or value of all classes of the Company’s stock.  The Purchase Plan also does not permit a participant to purchase common stock with a fair market value in excess of $25,000 in any one calendar year.  These limitations are to ensure, in part, that the Purchase Plan complies with Code requirements.



A participant does not have the rights of a shareholder until the participant actually purchases the shares of common stock, with limited exceptions in the case of his or her death.  A participant may not transfer the right to purchase stock under the Purchase Plan.



Adjustment of Shares Available for Issuance



If our shareholders approve this proposal, a total of 350,000 shares of common stock will be reserved for issuance under the Purchase Plan.



If the events of a stock dividend, stock split, reverse stock split, recapitalization, reorganization, merger, spin-off, or similar event affecting the common stock, the Board will appropriately adjust the number of shares available under the Purchase Plan.



Written Statements



Each participant will be provided with a quarterly written statement indicating the number of shares of stock purchased under the Purchase Plan for such quarter, the aggregate number of shares accumulated under the Purchase Plan, and other relevant information.



Withdrawing from the Purchase Plan



Subject to certain limitations, a participant may stop participating in the Purchase Plan at any time by providing notice in the form specified by the Company.  If a participant withdraws from the Purchase Plan, participation will end effective upon the next pay period following the Company’s receipt of notice of withdrawal.  If an employee that has previously withdrawn from the Purchase Plan wishes to resume participation, the employee must re-enroll effective beginning the next quarterly offering period.  If a participant terminates employment with the Company at any time, participation in the Purchase Plan automatically terminates.



Corporate Transactions



In the event of a merger or other corporate transaction (as defined in the Purchase Plan), each outstanding option under the Purchase Plan will be assumed or an equivalent option will be substituted by the successor Company or a parent or subsidiary of such successor Company.  In the event the successor Company refuses to assume or substitute for the options, the offering period will be shortened by setting a new purchase date and will end on the new purchase date.  The new purchase date will be prior to the proposed merger or other qualifying transaction.  The Company will notify each participant in writing at least ten business days prior to the new purchase date that the purchase date for the participant’s option has been changed to the new purchase date and that the participant’s option will be exercised automatically on the new purchase date unless the participant withdraws from the Purchase Plan prior to such date.

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Termination and Amendments



The Board has the power to amend, suspend or terminate the Purchase Plan at any time, except that the Board may not, without first obtaining shareholder approval, increase the number of shares reserved under the Purchase Plan, other than as otherwise provided therein.



Certain Federal Income Tax Information



The following brief summary of the effect of federal income taxation upon the participant and the Company with respect to the shares purchased under the Purchase Plan does not purport to be complete, and does not discuss the tax consequences of a participant’s death or the income tax laws of any state or foreign country in which the participant may reside.



The Purchase Plan, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Code.  Under these provisions, no income will be taxable to a participant until the shares purchased under the Purchase Plan are sold or otherwise disposed of.  Upon sale or other disposition of the shares, the participant will generally be subject to tax in an amount that depends upon the holding period.  If the shares are sold or otherwise disposed of more than two years from the first day of the applicable offering period and one year from the applicable date of purchase, the participant will recognize ordinary income measured as the lesser of (a) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, or (b) the excess of the fair market value of the shares at the time the option was granted over the purchase price.  Any additional gain will be treated as long-term capital gain.  If the shares are sold or otherwise disposed of before the expiration of these holding periods, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date of the shares are purchased over the purchase price.  Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares have been held from the date of purchase.  The Company generally is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized by participants upon a sale or disposition of shares prior to the expiration of the holding periods described above.



Number of Shares Granted to Employees



Participation in the Purchase Plan is voluntary and is dependent on each eligible employee’s election to participate and his or her determination as to the level of payroll deductions.  Accordingly, future purchases under the Purchase Plan are not determinable.  No purchases have been made under the Purchase Plan since its adoption by the Board.



Vote Required for Approval 



The affirmative vote of a majority of the votes cast, in person or by proxy, is required to approve the Employee Stock Purchase Plan.  Abstentions and broker non-votes will have no effect in calculating the votes on this proposal.



Recommendation of the Board of Directors



The Board of Directors recommends that the shareholders vote FOR approval of the Embassy Bancorp, Inc. Employee Stock Purchase Plan.



PROPOSAL NO. 5:

RATIFICATION OF INDEPENDENT registered public accounting firm



On October 1, 2014, Embassy Bancorp, Inc. (the “Company”) was notified that ParenteBeard LLC (“ParenteBeard”), the Company’s independent registered public accounting firm, merged with Baker Tilly Virchow Krause, LLP (“Baker Tilly”). Accordingly, effective October 1, 2014, ParenteBeard ceased to act as the Company’s independent registered public accounting firm and Baker Tilly was retained to act in such a capacity going forward.  The engagement of Baker Tilly as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.



Prior to engaging Baker Tilly, the Company did not consult with Baker Tilly regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by Baker Tilly on the Company’s financial statements, and Baker Tilly did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.



The report of independent registered public accounting firm of ParenteBeard regarding the Company’s financial statements for the fiscal years ended December 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.



During the years ended December 31, 2013 and 2012, and during the interim period from the end of the most recently completed fiscal year through October 1, 2014, the date of resignation, there were no disagreements with ParenteBeard on any matter

22

 

 

 

of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of ParenteBeard would have caused it to make reference to such disagreement in its reports.



The Company’s Audit Committee has recommended, and the Company’s Board of Directors has approved, the selection of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.  The Board of Directors proposes that the shareholders ratify this selection.  Representatives of Baker Tilly Virchow Krause, LLP will attend the annual meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.



Vote Required for Approval



The affirmative vote of a majority of the votes cast, in person or by proxy, is required to ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm.  Abstentions and broker non-votes will have no effect in calculating the votes on this proposal.



Recommendation of the Board of Directors



The Board of Directors recommends a vote FOR the ratification of the selection of Baker Tilly Virchow Krause, LLP as independent registered public accounting firm of the Company for the year ending December 31, 2016.



Independent Registered Public Accounting firm



The Company’s independent registered public accounting firm for the years ended December 31, 2015 and 2014 was Baker Tilly Virchow Krause, LLP and such firm is expected to be the Company’s independent registered public accounting firm for the current year.  Representatives of the firm are expected to be present at the shareholder’s meeting for questions and will be given an opportunity to make a statement if they so desire.

Pursuant to its charter, the Audit Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm, and ensuring the independence of such firm.



Fees of Independent Public Accountants



The following fees were paid by the Company to Baker Tilly Virchow Krause, LLP and ParenteBeard LLC for services rendered in 2015 and 2014, respectively:











 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

 

2015

 

2014

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



Audit fees (1)

 

$

 78,920 

 

$

 76,280 

 

 

 

 



Audit -related fees (1)

 

 

 2,075 

 

 

 -

 

 

 

 



Tax fees (2)

 

 

 13,324 

 

 

 10,036 

 

 

 

 



 

 

$

 94,319 

 

$

 86,316 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

(1) Audit fees included fees for professional services rendered for the audit of the Company's consolidated

 

     financial statements and the review of the Company's Forms 10-Q.  Audit related fees included fees for

 

     services that are normally provided by Baker Tilly Virchow Krause, LLP in connection with statutory and regulatory

 

     filings that are reasonable related to the audit of the Company's financial statements.  Also, fees billed for other

 

     engagements of assurance and related services by Baker Tilly Virchow Krause, LLP that are reasonably related

 

     to the performance of the audit are reported under the audit related fees section.

 

(2) Tax fees include fees billed for professional services rendered by Baker Tilly Virchow Krause, LLP for tax

 

     compliance or advice.  These services included the preparation of the Company's 2015 and 2014 Federal

 

     Corporate Tax Reports along with the Bank's 2015 and 2014 Pennsylvania Bank Shares Tax Returns

 

     and New Jersey Income Tax Returns.

 





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REPORT OF AUDIT COMMITTEE



The Audit Committee met four times during 2015.  The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2015, with the Company’s management.  In addition, the Committee has discussed with Baker Tilly Virchow Krause, LLP, the Company’s independent registered public accounting firm, the matters required to be discussed with the auditors, under PCAOB Auditing Standard No. 16, which include, among other items, matters related to the conduct of the audit of the Company’s financial statements.  The Audit Committee has also received the written disclosures and the letter from Baker Tilly Virchow Krause, LLP required by PCAOB Rule 3526, and has discussed with Baker Tilly Virchow Krause, LLP its independence from the Company and its management with regard to all services provided.



The Audit Committee has considered whether the services rendered by Baker Tilly Virchow Krause, LLP with respect to audit, audit related, tax and other fees are compatible with maintaining their independence.



Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements of the Company for the fiscal year ended December 31, 2015, be included in the Company’s Annual Report on Form 10- K for the fiscal year ended December 31, 2015, for filing with the Securities and Exchange Commission.



The Audit Committee has adopted an Audit Committee Charter, the current version of which is available on the Company’s website at www.embassybank.com under “Investor Relations.”



March 25, 2016



John P. Brew, Chairman

Geoffrey F. Boyer

John G. Englesson

Patti Gates Smith

John T. Yurconic



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ANNUAL REPORT ON FORM 10-K



The Company’s 2015 Annual Report on Form 10-K for the year ended December 31, 2015 is being mailed with this proxy statement. The Company will provide, without charge, to any shareholder requesting the same in writing, a complete copy of its Annual Report on Form 10-K, as filed with the SEC. Such requests should be directed to Judith A. Hunsicker, Corporate Secretary, at the address shown on the first page of this proxy statement.  The Form 10-K is also available on the SEC website at http://www.sec.gov and on the Company’s website at www.embassybank.com under “Investor Relations”.



OTHER MATTERS



As of the date of this proxy statement, the Board of Directors has no knowledge of any matters to be presented at the meeting other than those referred to above.  If any other matters shall properly come before the meeting and be voted upon, your properly executed proxy card will be deemed to confer discretionary authority on the individuals named as proxies therein to vote the shares represented by such proxies as to any such matters in accordance with the direction of the Company’s Board of Directors.





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Annex A







EMBASSY BANCORP, INC.

EMPLOYEE STOCK PURCHASE PLAN







TABLE OF CONTENTS



Article 1------------------------------Purpose

Article 2------------------------------Definitions

Article 3------------------------------Eligibility and Participation

Article 4------------------------------Granting of Options

Article 5------------------------------Payroll Deductions

Article 6------------------------------Exercise of Options

Article 7------------------------------Withdrawal

Article 8------------------------------Administration

Article 9------------------------------Miscellaneous

Article 10-----------------------------Effectiveness

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EMBASSY BANCORP, INC.

EMPLOYEE STOCK PURCHASE PLAN





Article 1.Purpose



The Embassy Bancorp, Inc. Employee Stock Purchase Plan (the “Plan”) is intended to provide to employees of Embassy Bancorp, Inc. (the “Company”) and any Designated Related Corporation the opportunity to acquire ownership interests in the Company through a regular investment program.  The Company believes that ownership of its Common Stock will motivate employees to improve their job performance, and enhance the financial results of the Company.  The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be construed so as to extend and limit participation in a manner consistent with the requirements thereof.





Article 2.Definitions



2.1Base Pay.  “Base Pay” shall mean an Eligible Employee’s basic hourly wage or salary, excluding any bonuses, overtime, or other extra or incentive pay.  With respect to any Eligible Employee compensated on a commission basis, the Committee shall make a good faith estimate of the Eligible Employee’s expected “Base Pay” by taking into account prior-year compensation, excluding any bonuses, overtime, or other extra or incentive pay, and any changes in circumstances for the current year.



2.2Board.  “Board” shall mean the Board of Directors of the Company or any successor.



2.3Code.  “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.



2.4Committee.  “Committee” shall mean any committee appointed pursuant to Article 8 or, if no such committee is appointed, the Board.



2.5Common Stock.  “Common Stock” shall mean the Common Stock, par value $1.00 per share, of the Company.



2.6Company.  “Company” shall mean Embassy Bancorp, Inc., a Pennsylvania corporation.



2.7Corporate Transaction.  “Corporate Transaction” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:



(i)a sale, lease or other disposition of all or substantially all of the consolidated assets of the Company;



(ii)a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or



(iii)a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.



2.8Custodian.  “Custodian” shall mean the Company’s transfer agent, or such other person as the Committee shall designate from time to time to serve as record keeper and custodian under the Plan.



2.9Designated Related Corporation. “Designated Related Corporation” shall mean Embassy Bank for the Lehigh Valley, and any other Related Corporation that the Board, from time to time, designates as such for purposes of the Plan.



2.10Effective Date.  “Effective Date” shall mean the date the Plan is approved by the shareholders of the Company as contemplated by Section 10.1.



2.11Eligible Employee.  “Eligible Employee” shall mean any person employed by the Company or any Designated Related Corporation on an applicable Offering Date who is customarily scheduled to work at least 20 hours per week and who is still so employed on a Purchase Date.  Any employee whose customary employment is not for more than five months in any calendar year shall not be eligible to participate in the Plan.



2.12Initial Offering Date.  “Initial Offering Date” shall mean the date the Committee specifies as the Initial Offering Date (which shall be no later than 120 days after the Effective Date).



2.13Offering.  “Offering” shall mean an offering of Common Stock pursuant to Section 4.1.



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2.14Offering Date(s).  “Offering Date(s)” shall mean the Initial Offering Date, each January 1, April 1, July 1 and October 1 after the Effective Date during which time the Plan is in effect, and any Offering Date specified by the Board pursuant to Section 9.4.4.



2.15Plan.  “Plan” shall mean this Employee Stock Purchase Plan, as it may be amended from time to time in accordance with its terms.



2.16Plan Account.  “Plan Account” shall mean an account for the benefit of a participating Eligible Employee comprised of two subaccounts.  The first subaccount shall be maintained by the Company for the purpose of recording and crediting payroll deductions on behalf of such participating Eligible Employee, and the second subaccount shall be maintained by the Custodian for the purpose of recording and crediting the shares of Common Stock purchased for such participating Eligible Employee.



2.17Purchase Date.  “Purchase Date” shall mean each March 31, June 30, September 30 and December 31 immediately following an Offering Date, as applicable.



2.18Related Corporation.  “Related Corporation” shall mean any present or future parent corporation or subsidiary corporation, as those terms are defined in Section 424 of the Code.



2.19Subsidiary.  “Subsidiary” shall mean any present or future corporation which would be a “subsidiary corporation” of the Company as that term is defined in Section 424 of the Code.





Article 3.Eligibility And Participation



3.1Eligibility.  Except as otherwise provided in the Plan, each employee of the Company or a Designated Related Corporation shall be eligible to participate in Offerings that commence on or after the date he or she becomes an Eligible Employee.  Subject to Section 3.2, all Eligible Employees shall have the same rights and privileges under the Plan, except that the amount of Common Stock which may be purchased shall bear a uniform relationship to the Base Pay of Eligible Employees.



3.2Restrictions On Participation.  No Eligible Employee shall participate in an Offering:



(i)if, immediately after the Offering Date, such Eligible Employee would own stock, and/or hold outstanding options to purchase stock, possessing 5% or more of the total combined voting power or value of all classes of stock of the Company (for purposes of this paragraph, the rules of Section 424(d) of the Code shall apply in determining stock ownership of any Eligible Employee); or



(ii)to the extent that his or her options to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company and any Related Corporation accrue at a rate which exceeds $25,000 in fair market value of the stock (determined at the time such options are granted) for each calendar year in which such options are outstanding.



3.3Commencement Of Participation.  An Eligible Employee may participate in Offerings by completing an authorization for regular payroll deductions on the form provided by the Company and filing it with the Company on or before the date set therefor by the Committee, which date shall be prior to the Offering Date for an Offering.  Payroll deductions for an Eligible Employee shall commence on the applicable Offering Date. Once enrolled, an Eligible Employee shall continue to participate in the Plan for each succeeding Offering until the Eligible Employee terminates his or her participation as provided in Article 7 or ceases to be an Eligible Employee.





Article 4.Granting Of Options



4.1Quarterly Offerings.  The Plan shall be implemented by offerings of Common Stock beginning on the Initial Offering Date and subsequently on the 1st day of each January, April, July and October thereafter, with each Offering terminating on the Purchase Date (i.e., the last day of each fiscal quarter) immediately following the Offering Date.



4.2Number Of Option Shares.  On the Offering Date of each Offering, a participating Eligible Employee shall be deemed to have been granted an option to purchase on the next Purchase Date a number of whole and fractional shares of Common Stock equal to (i) the aggregate amount of payroll deductions (but in no event more than the maximum percentage of Base Pay specified in or determined pursuant to Section 5.1) during the Offering elected by the Eligible Employee, divided by (ii) the option price determined under Section 4.3.1.



4.3Option Price.



4.3.1The option price of Common Stock purchased in an Offering shall initially be equal to 95% of the Fair Market Value of Common Stock on the Purchase Date.  The Board reserves the right to modify the option price upon prior notice to all

28

 

 

 

participating Eligible Employees; provided, however, that in no event shall the option price be less than 85% of the Fair Market Value of Common Stock on the Purchase Date.



4.3.2Fair Market Value as of any date shall be determined on a per share basis by the Committee as follows:



If the Common Stock is traded in a public market, then the Fair Market Value per share shall be, if the principal trading market for the Common Stock is a national securities exchange or The Nasdaq Stock Market, Inc., the last reported sale price thereof on the relevant date or (if there were no trades on that date) the latest preceding date upon which a sale was reported, or, if the Common Stock is not principally traded on such exchange or market, the average of the mean between the last reported “bid” and “ask” prices each day over the ten trading days preceding the relevant date, as reported by the applicable customary reporting service or market (including the Over-the-Counter Bulletin Board, OTCQB, OTCQX or OTCPink).  If the Common Stock is not traded in a public market or subject to reported transactions or quotations as set forth above, the Fair Market Value per share shall be as determined by the Board; provided, however, that no determination of Fair Market Value with respect to an option granted hereunder shall be inconsistent with Section 423 of the Code or the regulations thereunder.



4.4Maximum Shares.  The maximum number of shares which shall be issued under the Plan, subject to adjustment as provided in Section 9.2 or Section 9.3, shall be 350,000 shares.  If the total number of shares for which options are exercised on any Purchase Date, together with the aggregate number of shares as to which options were exercised on all previous Purchase Dates, exceeds the foregoing maximum number of shares, the Company shall make a pro rata allocation of the shares available for purchase in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable, and the balance credited to the Plan Account of each Employee under Section 5.3 and not used to purchase Common Stock shall be returned to him or her as promptly as possible. Common Stock issued pursuant to the Plan may be either authorized but unissued shares or treasury shares.



4.5Employee’s Interest In Option Stock.  The Employee shall have no interest in Common Stock covered by his or her option until such option has been exercised in accordance with the provisions of Article 6.





Article 5.Payroll Deductions



5.1Amount Of Deduction.  An Eligible Employee’s authorization for payroll deduction shall elect deductions from each pay of at least $5.00, but in no event may aggregate payroll deductions exceed 10% of Base Pay or such other maximum percentage of Base Pay as the Committee may establish prior to the beginning of an Offering.  Deductions will be taken on an after-tax basis.



5.2Changes In Payroll Deductions.



5.2.1An Eligible Employee may discontinue his or her payroll deductions and withdraw from participation in an Offering as provided in Article 7.



5.2.2An Eligible Employee who desires to change his or her payroll deductions for a future Offering may do so effective as of the next Offering Date for an Offering by completing an authorization and filing it with the Company prior to that Offering Date.



5.2.3Except as provided in Section 5.2.4, an Eligible Employee may make no other change in payroll deductions during an Offering.



5.2.4Unless otherwise provided by the Committee, Eligible Employees participating in an Offering may, on only one occasion during an Offering Period, increase or reduce his or her payroll deductions for such Offering Period by completing an authorization and filing it with the Company within the ten (10) day period immediately preceding the beginning of any month during the Offering Period.  The change shall be effective as of the beginning of the month following the date of filing of the authorization and shall comply with the limits set forth in Section 5.1.



5.3Employee’s Plan Account.



5.3.1All payroll deductions made for an Eligible Employee shall be credited to his or her Plan Account under the Plan.



5.3.2An Eligible Employee may not make any separate cash payment into such Plan Account except when on leave of absence or disability, and then only as provided in Section 5.4.



5.3.3No interest shall be paid on amounts credited to Plan Accounts under the Plan.



5.4Leave Of Absence and Disability.  The Committee shall be entitled to make such rules, regulations and determinations as it deems appropriate under the Plan in respect of any leave of absence taken by or disability of any Eligible Employee.  Without limiting the generality of the foregoing, the Committee shall be entitled to determine (i) whether or not any such leave of absence shall constitute a termination of employment within the meaning of the Plan, and (ii) the impact, if any, of any such leave of absence on options under the Plan theretofore granted to any Eligible Employee who takes such leave of absence.

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Article 6.Exercise Of Options



6.1Automatic Exercise.  Unless an Eligible Employee gives written notice to the Company as hereinafter provided, his or her option with respect to any Offering shall be exercised automatically on the Purchase Date applicable to such Offering, for the number of whole and fractional shares of Common Stock subject to his or her option, as determined under Section 4.2.  Any amounts remaining in an Eligible Employee’s Plan Account immediately following a purchase of shares on an applicable Purchase Date, shall be paid to the Eligible Employee if he/she elects to cease participation in the Plan.



6.2Crediting and Issuance of Shares; Dividend Reinvestment.  As soon as practicable after each Purchase Date, a participating Eligible Employee shall be treated as the beneficial owner of the shares of Common Stock purchased for such Eligible Employee pursuant to the Plan, and such shares shall be credited to the Plan Account maintained for the benefit of the Eligible Employee by the Custodian.  An Eligible Employee shall have all ownership rights with respect to the number of shares of Common Stock credited to his or her Plan Account, including the right to vote such shares and to receive dividends or other distributions, if any.  Any dividends that may be declared on such shares will be reinvested by the Custodian in additional shares of Common Stock for the Eligible Employee in accordance with the terms of the Company’s Dividend Reinvestment and Stock Purchase Plan.  All such shares purchased through the reinvestment of dividends will be credited to the Eligible Employee’s Plan Account.  If an Eligible Employee requests that certificates be issued for shares credited to his or her Plan Account, any fractional interest withdrawn will be liquidated by the Custodian on the basis of the then current Fair Market Value of the Company’s Common Stock and a check issued for the proceeds thereof.  In no case will certificates representing a fractional interest be issued.



6.3Registration Of Stock.  Common Stock to be delivered to an Eligible Employee under the Plan shall be registered in the name of the Eligible Employee, or, if the Eligible Employee so directs by written notice to the Company prior to the Purchase Date applicable thereto, in the names of the Eligible Employee and one such other person as may be designated by the Eligible Employee, as joint tenants with rights of survivorship or as tenants by the entirety, to the extent permitted by applicable law.



6.4Withholding.  The Company shall have the right to withhold from an Eligible Employee’s compensation amounts sufficient to satisfy all federal, state and local tax withholding requirements, and shall have the right to require the Eligible Employee to remit to the Company such additional amounts as may be necessary to satisfy such requirements.



6.5Account Statement.  As soon as practicable after each Purchase Date, the Company shall or shall cause the Custodian to deliver a statement to the participating Eligible Employee regarding such Eligible Employee’s Plan Account, which may include, among other things and to the extent necessary and appropriate: (i) the name and address of the Company and the Eligible Employee; (ii) the amount of payroll deductions withheld by the Company on behalf of such Eligible Employee; (iii) the option price and Fair Market Value of the Common Stock purchased for the Offering corresponding to such Purchase Date; (iv) the Purchase Date; (v) the number of shares of Common Stock purchased; and (vi) the balance of shares of Common Stock in the Eligible Employee’s Plan Account.





Article 7.Withdrawal



7.1In General.  An Eligible Employee may withdraw the full amount credited to his or her Plan Account at any time prior to a Purchase Date by giving written notice to the Company.  The balance credited to the Eligible Employee’s account shall be paid to him or her promptly after receipt of the notice of withdrawal, and no further deductions shall be made from his or her pay during such Offering. 



7.2Effect On Subsequent Participation.  An Eligible Employee’s withdrawal from any Offering shall not have any effect upon his or her eligibility to participate in any succeeding Offering by filing with the Company a new authorization for payroll deduction.



7.3Termination Of Employment.  Upon termination of an Eligible Employee’s employment for any reason, including retirement (but excluding death while in the employ of the Company), the amount credited to his or her account shall be returned to him or her or, in the case of death subsequent to the termination of his or her employment, to the person or persons entitled thereto under Section 9.8.  Despite such termination of employment, shares previously purchased through the Plan will continue to be enrolled in the Company’s Dividend Reinvestment and Stock Purchase Plan, and dividends on such shares will continue to be reinvested pursuant thereto until such time as the individual takes action to terminate his or her participation in accordance with the terms thereof.



7.4Termination Of Employment Due To Death.  Upon termination of an Eligible Employee’s employment because of his or her death, his or her beneficiary (as defined in Section 9.8.) shall have the right to elect, by written notice given to the Company prior to the Purchase Date of the current Offering, either:



(i)to withdraw the amount credited to the Eligible Employee’s Plan Account under the Plan, or



30

 

 

 

(ii)to exercise his or her option on the Purchase Date next following the date of the Eligible Employee’s death for the number of shares of Common Stock which the Eligible Employee’s payroll deductions prior to death will purchase at the applicable option price, but not more than the number of shares subject to the Eligible Employee’s option determined under Section 4.2, with any amount in such Plan Account not used to purchase Common Stock returned to the beneficiary.



In the event that no such timely written notice of election shall be received by the Company, the beneficiary shall automatically be deemed to have elected, pursuant to paragraph (ii), to exercise the Eligible Employee’s option.





Article 8.Administration



8.1Appointment Of Committee.  The Board may appoint the Committee to administer the Plan, which shall consist of no fewer than two members of the Board.  If the Board does not appoint a committee to administer all or any portion of the Plan, then the Board shall be the Committee.



8.2Authority Of Committee.  Subject to the express provisions of the Plan, the Committee shall have plenary authority in its discretion to establish the Initial Offering Date, to interpret and construe any and all provisions of the Plan, to adopt rules and regulations for administering the Plan, to make all other determinations deemed necessary or advisable for administering the Plan.  The Committee’s determination on the foregoing matters shall be conclusive.  The Committee may delegate any ministerial duties in connection with the Plan to one or more officers of the Company or of a Designated Related Corporation.



8.3Rules Governing The Committee.  The Board may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed and may fill vacancies, however caused, in the Committee.  The Committee may select one of its members as its Chairman and shall hold its meetings at such times and places as it shall deem advisable, and may hold telephonic meetings.  A majority of its members shall constitute a quorum.  Subject to the reserved power of the Board to amend the Plan as provided by Section 9.5, the Committee may correct any defect or omission or reconcile any inconsistency in the Plan, in the manner and to the extent it shall deem desirable.  The Committee may make such rules and regulations for the conduct of its business and the operation of the Plan, not inconsistent with the Plan, as it shall deem advisable.



8.4No Liability.  No member of the Committee shall be liable for any act or omission (whether or not negligent) taken or omitted in good faith, or for the good faith exercise of any authority or discretion granted in the Plan to the Committee, or for any act or omission of any other member of the Committee.





Article 9.Miscellaneous



9.1Transferability.  Neither payroll deductions credited to an Eligible Employee’s Plan Account nor any rights with regard to the exercise of an option or to receive Common Stock or a return of payroll deductions under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way other than by will or the laws of descent and distribution, nor shall such deductions or rights be subject to execution, attachment or similar process.  Any such attempted voluntary or involuntary disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Section 7.1.  During an Eligible Employee’s lifetime, options granted to the Eligible Employee shall be exercisable only by the Eligible Employee.



9.2Adjustment Upon Changes In Capitalization.  If, while any options under the Plan are outstanding, shares of Common Stock have increased, decreased, changed into, or been exchanged for a different number or kind of shares or securities of the Company, or of another corporation, through reorganization, recapitalization, reclassification, merger, consolidation, spin-off, stock dividend (either in shares of the Company’s Common Stock or of another class of the Company’s stock), stock split, or similar transaction, appropriate and proportionate adjustments may be made by the Committee in the number and/or kind of shares which are subject to purchase under outstanding options and in the exercise price applicable to such outstanding options.  In addition, in any such event, the maximum number and/or kind of shares which may be offered in the Offerings shall also be proportionately adjusted.



9.3Corporate Transaction.  Except as otherwise provided by Section 9.4, in the event of a Corporate Transaction, then:  (i) any surviving or acquiring corporation may continue or assume options outstanding under the Plan or may substitute similar rights (including a right to acquire the same consideration paid to stockholders in the Corporate Transaction) for those outstanding under the Plan, or (ii) if any surviving or acquiring corporation does not assume such options or does not substitute similar rights for options outstanding under the Plan, then the participants’ accumulated payroll deductions shall be used to purchase shares of Common Stock immediately prior to the Corporate Transaction under the ongoing Offering, and the participants’ options under the ongoing Offering shall terminate immediately after such purchase.  The Company shall inform all participating Eligible Employees of the new Purchase Date at least ten (10) days prior thereto.



31

 

 

 

9.4Amendment And Termination.



9.4.1The Board of Directors of the Company reserves the right to make any amendment to this Plan which it deems to be required or appropriate to qualify the Plan as an “employee stock purchase plan” under the Code or the regulations adopted thereunder by the Internal Revenue Service.



9.4.2The Board of Directors of the Company shall have complete power and the authority to terminate or amend the Plan at any time; provided,  however, that the Board of Directors shall not, without the approval of the shareholders of the Company, increase the maximum number of shares which are or may be available pursuant to Section 3.1 hereof except for adjustments permitted by this Agreement.



9.4.3This Plan does not have a specified termination date.  The Board of Directors of the Company reserves the right to terminate the Plan at any time without notice provided that no such termination can affect a Participant’s right to purchase Shares, with funds credited to his or her account under the Plan, up through the effective date of the termination of the Plan.  In the event of the termination of the Plan after an Offering Date but prior to the subsequent Purchase Date, the effective date of the termination of the Plan shall constitute the Purchase Date for the terminated Offering.



9.4.4The Board of Directors, in its discretion, may temporarily suspend any Offering prior to the Offering Date.  If the Board of Directors subsequently lifts the suspension, it may do so as of the next regularly scheduled Offering Date or it may specify a date prior thereto as the beginning of a new Offering (in which case, the specified date shall be an “Offering Date”).



9.5Use Of Funds.  All payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate purpose and the Company shall not be obligated to segregate such payroll deductions.



9.6No Employment Rights.  The Plan does not, directly or indirectly; create in any employee or class of employees any right with respect to continuation of employment by the Company, and it shall not be deemed to interfere in any way with the Company’s right to terminate, or otherwise modify, an Eligible Employee’s employment at any time.



9.7Governing Law.  The laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws principles, shall govern all matters relating to this Plan except to the extent they are superseded by federal law.



9.8Designation Of Beneficiary.  An employee may file a written designation of a beneficiary who is to receive any Common Stock and/or cash credited to the employee under the Plan in the event of such employee’s death prior to the delivery to him or her of such Common Stock and/or cash.  Such designation of beneficiary may be changed by the employee at any time by written notice to the Treasurer or other designated officer of the Company.  Upon the death of an employee and upon receipt by the Company of proof of identity at the employee’s death of a beneficiary validly designated by him or her under the Plan, the Company shall deliver such Common Stock and/or cash to such beneficiary.  In the event of the death of an employee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such employee’s death, the Company shall deliver such Common Stock and/or cash to the executor or administrator of the estate of the employee, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such Common Stock and/or cash to the spouse or to any one or more dependents or relatives of the employee, or if no spouse, dependent, or relative is known to the Company, then to such other person as the Company may designate.  No designated beneficiary shall, prior to the death of the employee by whom he or she has been designated, acquire any interest in the Common Stock or cash credited to the employee under this Plan.



9.9Plan Provisions Binding.  The provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to the benefit of, all successors of each employee participating in the Plan, including, without limitation, such employee’s estate and the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such employee.



9.10Legal and Other Requirements.  The obligations of the Company to offer, sell, issue, deliver or transfer Common Stock under the Plan shall be subject to all applicable laws, regulations, rules and approvals, including, but not by way of limitation, the effectiveness of any registration statement under applicable securities laws if deemed necessary or appropriate by the Company. The Company’s obligation to offer, sell, issue, deliver or transfer its shares under the Plan is further subject to the approval of any governmental authority required in connection therewith and is further subject to the Company receiving, should it determine to do so, the advice of its counsel that all applicable laws and regulations have been complied with.  Certificates for shares of Common Stock issued hereunder may be legended as the Committee shall deem appropriate.



9.11Additional Restrictions of Rule 16b-3.  The terms and conditions of options granted hereunder to, and the purchase of Common Stock by, persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall comply with all applicable provisions of Rule 16b-3.  This Plan shall be deemed to contain, and such options shall contain, and the Common Stock issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.



32

 

 

 



Article 10.Effectiveness



10.1Effective Date.  The Plan shall become effective upon approval by the holders of a majority of the Common Stock at a special or annual meeting of the shareholders of the Company held within 12 months after the Plan is adopted by the Board.  If the Plan is not so approved, the Plan shall not become effective.

 

33

 

 





REVOCABLE PROXY

EMBASSY BANCORP, INC.

ANNUAL MEETING OF SHAREHOLDERS

JUNE 16, 2016



THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS



The undersigned hereby appoints Judith A. Hunsicker  and James R. Bartholomew, or either of them, with full power of substitution, to act as proxies for the undersigned to vote all shares of common stock of Embassy Bancorp, Inc. (the “Company”) which the undersigned is entitled to vote at the 2016 Annual Meeting of Shareholders to be held at the Best Western Lehigh Valley Hotel and Conference Center at 300 Gateway Drive, Bethlehem, Pennsylvania, at 5:30 p.m. E.D.T. on Thursday, June 16, 2016, and at any adjournments or postponements thereof, as follows:



1.

Proposal to elect four (4) directors to Class 3 for a three (3) year term. 

Nominees:  Bernard M. Lesavoy, David M. Lobach, Jr.,  Chairman, John C. Pittman, and John T. Yurconic.





 

☐  FOR all nominees listed herein

☐  WITHHOLD AUTHORITY to vote for all

(except as withheld)

nominees listed herein

(Instructions: To withhold authority to vote for any individual nominee, strike that nominee’s name appearing above.)



Shareholders may vote cumulatively in the election of directors.  This means that a shareholder may multiply the number of shares held by the number of directors to be elected and cast the total number of votes so obtained for any one candidate or to divide such votes among candidates in any manner the shareholder desires.





 

 

 

☐  Check here if voting cumulatively and write the number of votes cast on the appropriate line (s) below:





 

 

 

Bernard M. Lesavoy __________

David M. Lobach, Jr., Chairman __________

John C. Pittman __________

John T. Yurconic __________



2.

Proposal to amend the Company’s Articles of Incorporation to eliminate cumulative voting in the election of Directors.



 

 

 

 

☐  FOR

☐  AGAINST

☐  ABSTAIN

 

 



3.

Proposal to approve the advisory, non-binding resolution regarding executive compensation.



 

 

 

 

☐  FOR

☐  AGAINST

☐  ABSTAIN

 

 



4.

Proposal to approve the Embassy Bancorp, Inc. Employee Stock Purchase Plan.



 

 

 

 

☐  FOR

☐  AGAINST

☐  ABSTAIN

 

 



5.

Proposal to ratify the selection of Baker Tilly Virchow Krause, LLP as independent registered public accounting firm.



 

 

 

 



 

 

 

☐  FOR

☐  AGAINST

☐  ABSTAIN

 

 



______ PLEASE CHECK IF YOU PLAN TO ATTEND THE MEETING.



The board of directors recommends a vote FOR Proposals 1, 2, 3, 4 and 5.



THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4 AND 5.  IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE NAMED PROXIES AT THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 16, 2016:



The Proxy Statement, the Notice of Annual Meeting of Shareholders, a form of the Proxy Card and the 2015 Annual Report to Shareholders are available at http://materials.proxyvote.com/290791.



_________________________________________________

 

____________________________________________________

 

Print Name

 

(Signature(s) of shareholder)

(Date)

 

_________________________________________________

 

____________________________________________________

 

Print Name

 

(Signature(s) of shareholder)

(Date)

 



Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder may sign but only one signature is required.



PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PREPAID ENVELOPE.



IF YOUR ADDRESS HAS CHANGED, PLEASE INSERT YOUR ADDRESS IN THE FOLLOWING LINE:



 



 

EX-21.1 15 emyb-20211231xex21_1.htm EX-21.1 Exhibit 21.1

Exhibit 21.1



SUBSIDIARIES OF THE REGISTRANT



1.  Embassy Bank for the Lehigh Valley, Bethlehem, Pennsylvania; a state-chartered bank organized under Pennsylvania Banking Code of 1965.

EX-23.1 16 emyb-20211231xex23_1.htm EX-23.1 Exhibit 23.1

Exhibit 23.1



 

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-169018, 333-212583, and 333-233401) of Embassy Bancorp, Inc. and Subsidiary of our report dated March 18, 2022 relating to the consolidated financial statements, which appears in this annual report on Form 10-K, for the year ended December 31, 2021.





/s/ Baker Tilly US, LLP





Allentown, Pennsylvania

March 18, 2022



EX-31.1 17 emyb-20211231xex31_1.htm EX-31.1 Exhibit 31.1

EXHIBIT 31.1



CERTIFICATION



I, David M. Lobach, Jr., certify that:

1.I have reviewed this annual report on Form 10-K of Embassy Bancorp, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.Based on my knowledge, the financial statements, and other financial information included in this  report, fairly present in all material respects the financial condition, results of operations and cash flows of  the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   I evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.









 

 

 

 

 

 

 



 

 

 

 

 

 

 



By:

 

/s/ David M. Lobach, Jr.

 



 

 

David M. Lobach, Jr.

 



 

 

Chairman, President and Chief Executive Officer

 



 

 

DATED: March 18, 2022

 



 

 

 

 

 

 

 



EX-31.2 18 emyb-20211231xex31_2.htm EX-31.2 Exhibit 31.2

EXHIBIT 31.2



CERTIFICATION



I, Judith A. Hunsicker, certify that:

1.I have reviewed this annual report on Form 10-K of Embassy Bancorp, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.Based on my knowledge, the financial statements, and other financial information included in this  report, fairly present in all material respects the financial condition, results of operations and cash flows of  the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   I evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.







 

 

 

 

 

 

 



By:

 

/s/ Judith A. Hunsicker

 



 

 

Judith A. Hunsicker

 



 

 

First Executive Officer, Chief Operating

 



 

 

Officer, Secretary and Chief Financial Officer

 



 

 

DATED: March 18, 2022

 



 

 

 

 

 

 

 



EX-32.1 19 emyb-20211231xex32_1.htm EX-32.1 Exhibit 32.1

EXHIBIT 32.1



Certification Pursuant to 18 U.S.C. 1350 and

Section 906 of Sarbanes-Oxley Act of 2002





We hereby certify that the foregoing Form 10-K of Embassy Bancorp, Inc. for the year ended December 31, 2021 complies in all respects with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained therein fairly presents, in all material respects, the financial condition and results of operations of Embassy Bancorp, Inc.









 

 

 

 

 



 

 

 

 

 



/s/ David M. Lobach, Jr.

 



David M. Lobach, Jr.

 



Chairman, President and Chief Executive Officer

 



 

 



 

 

 

 

 



 

 

 

 

 



/s/ Judith A. Hunsicker

 



Judith A. Hunsicker

 



First Executive Officer, Chief Operating

 



Officer, Secretary and Chief Financial Officer

 



 

 



DATED: March 18, 2022

 



 

 

 

 

 





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Statement - Consolidated Balance Sheetslink:presentationLinklink:calculationLinklink:definitionLink00200 - Statement - Consolidated Statements of Incomelink:presentationLinklink:calculationLinklink:definitionLink00300 - Statement - Consolidated Statements of Comprehensive Incomelink:presentationLinklink:calculationLinklink:definitionLink00500 - Statement - Consolidated Statements of Cash Flowslink:presentationLinklink:calculationLinklink:definitionLink40102 - Disclosure - Summary Of Significant Accounting Policies (Earnings Per Share) (Details)link:presentationLinklink:calculationLinklink:definitionLink40302 - Disclosure - Securities Available For Sale (Amortized Cost And Fair Values Of Securities Available-For-Sale) (Details)link:presentationLinklink:calculationLinklink:definitionLink40303 - Disclosure - Securities Available For Sale (Securities Available-For-Sale By Contractual Maturity) (Details)link:presentationLinklink:calculationLinklink:definitionLink40304 - Disclosure - Securities Available For Sale (Investments' Gross Unrealized Losses And Fair Value) (Details)link:presentationLinklink:calculationLinklink:definitionLink40402 - Disclosure - Loans Receivable And Credit Quality (Composition Of Loans Receivable) (Details)link:presentationLinklink:calculationLinklink:definitionLink40404 - Disclosure - Loans Receivable And Credit Quality (Schedule Of Impaired Loans) (Details)link:presentationLinklink:calculationLinklink:definitionLink40408 - Disclosure - Loans Receivable And Credit Quality (Allocation Of Allowance For Loan Losses And Related Loan Portfolio) (Details)link:presentationLinklink:calculationLinklink:definitionLink40502 - Disclosure - Financial Instruments With Off-Balance Sheet Risk (Outstanding Financial Instruments Whose Contract Amounts Represent Credit Risk) (Details)link:presentationLinklink:calculationLinklink:definitionLink40601 - Disclosure - Bank Premises And Equipment (Components Of Premises And Equipment) (Details)link:presentationLinklink:calculationLinklink:definitionLink40701 - Disclosure - Deposits (Components Of Deposits) (Details)link:presentationLinklink:calculationLinklink:definitionLink40702 - 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Document And Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2021
Mar. 11, 2022
Jun. 30, 2021
Document And Entity Information [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2021    
Document Transition Report false    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Entity File Number 000-53528    
Entity Registrant Name Embassy Bancorp, Inc.    
Entity Incorporation, State or Country Code PA    
Entity Tax Identification Number 26-3339011    
Entity Address, Address Line One One Hundred Gateway Drive    
Entity Address, Address Line Two Suite 100    
Entity Address, City or Town Bethlehem    
Entity Address, State or Province PA    
Entity Address, Postal Zip Code 18017    
City Area Code 610    
Local Phone Number 882-8800    
Title of 12(g) Security Common Stock, Par Value $1.00 per share    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Entity Public Float     $ 103,336,864
Entity Common Stock, Shares Outstanding   7,552,477  
Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement for the 2022 annual meeting of shareholders are incorporated by reference into Part III of this report.    
Entity Central Index Key 0001449794    
Amendment Flag false    
Auditor Firm ID 23    
Auditor Location Allentown, Pennsylvania    
Auditor Name Baker Tilly US, LLP    
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Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
ASSETS    
Cash and due from banks $ 15,244 $ 14,528
Interest bearing demand deposits with banks 153,448 116,379
Federal funds sold 1,000 1,000
Cash and Cash Equivalents 169,692 131,907
Securities available for sale 310,264 130,940
Restricted investment in bank stock 1,424 1,330
Loans receivable, net of allowance for loan losses of $11,484 in 2021; $10,570 in 2020 1,096,555 1,079,339
Paycheck Protection Program loans receivable 8,568 54,334
Premises and equipment, net of accumulated depreciation 3,994 3,346
Bank owned life insurance 25,796 25,189
Accrued interest receivable 2,603 3,136
Other assets 14,298 12,509
Total Assets 1,633,194 1,442,030
Deposits:    
Non-interest bearing 323,513 269,996
Interest bearing 1,143,512 962,383
Total Deposits 1,467,025 1,232,379
Securities sold under agreements to repurchase 11,252 13,612
Long-term borrowings 14,651 14,651
Paycheck Protection Program Liquidity Facility borrowings   50,794
Accrued interest payable 652 1,640
Other liabilities 17,099 16,780
Total Liabilities 1,510,679 1,329,856
Stockholders' Equity:    
Common stock, $1 par value; authorized 20,000,000 shares; 2021 issued 7,687,919 shares; outstanding 7,541,776 shares; 2020 issued 7,637,216 shares; outstanding 7,528,967 shares; 7,688 7,637
Surplus 26,963 26,405
Retained earnings 91,493 76,960
Accumulated other comprehensive (loss) income (1,194) 2,937
Treasury stock, at cost: 146,143 and 108,249 shares at December 31, 2021 and December 31, 2020, respectively (2,435) (1,765)
Total Stockholders' Equity 122,515 112,174
Total Liabilities and Stockholders' Equity $ 1,633,194 $ 1,442,030
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Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Consolidated Balance Sheets [Abstract]    
Loans receivable, allowance $ 11,484 $ 10,570
Common Stock, Par Value $ 1 $ 1
Common Stock, Shares Authorized 20,000,000 20,000,000
Common Stock, Shares, Issued 7,687,919 7,637,216
Common Stock, Shares, Outstanding 7,541,776 7,528,967
Treasury Stock, Shares 146,143 108,249
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Consolidated Statements of Income - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
INTEREST INCOME    
Loans, including fees $ 40,826 $ 40,683
Paycheck Protection Program loans, including fees 2,747 1,307
Securities, taxable 2,765 1,353
Securities, non-taxable 1,014 826
Short-term investments, including federal funds sold 154 160
Total Interest Income 47,506 44,329
INTEREST EXPENSE    
Deposits 3,879 6,125
Securities sold under agreements to repurchase and federal funds purchased 8 18
Short-term borrowings   51
Long-term borrowings 110 90
Paycheck Protection Program Liquidity Facility borrowings 15 129
Total Interest Expense 4,012 6,413
Net Interest Income 43,494 37,916
PROVISION FOR LOAN LOSSES 915 2,520
Net Interest Income after Provision for Loan Losses 42,579 35,396
OTHER NON-INTEREST INCOME    
Merchant and credit card processing fees 321 265
Debit card interchange fees 866 647
Other service fees 479 416
Bank owned life insurance 607 930
Gain on sale of securities 24 128
Gain on sale of other real estate owned 103  
Gain on sale of loans   59
Total Other Non-Interest Income 2,400 2,445
OTHER NON-INTEREST EXPENSES    
Salaries and employee benefits 12,149 11,098
Occupancy and equipment 3,680 3,323
Data processing 2,941 2,585
Advertising and promotion 987 1,096
Professional fees 834 846
FDIC insurance 555 389
Loan & real estate 302 251
Charitable contributions 871 869
Other 1,808 1,653
Total Other Non-Interest Expenses 24,127 22,110
Income Before Income Taxes 20,852 15,731
INCOME TAX EXPENSE 4,066 2,921
Net Income $ 16,786 $ 12,810
BASIC EARNINGS PER SHARE $ 2.23 $ 1.71
DILUTED EARNINGS PER SHARE 2.22 1.70
DIVIDENDS PER SHARE $ 0.30 $ 0.22
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Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Consolidated Statements Of Comprehensive Income [Abstract]    
Net Income $ 16,786 $ 12,810
Change in Accumulated Other Comprehensive (Loss) Income:    
Unrealized holding (loss) gain on securities available for sale (5,205) 2,149
Less: reclassification adjustment for realized gains (24) (128)
Total other comprehensive (loss) income, before tax (5,229) 2,021
Income tax effect 1,098 (424)
Net unrealized (loss) gain (4,131) 1,597
Other comprehensive (loss) income, net of tax (4,131) 1,597
Comprehensive Income $ 12,655 $ 14,407
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Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Common Stock [Member]
Director [Member]
Common Stock [Member]
Officer [Member]
Common Stock [Member]
Surplus [Member]
Director [Member]
Surplus [Member]
Officer [Member]
Surplus [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive (Loss) Income [Member]
Treasury Stock [Member]
Director [Member]
Officer [Member]
Total
BALANCE-Beginning at Dec. 31, 2019     $ 7,544     $ 25,937 $ 65,794 $ 1,340 $ (1,000)     $ 99,615
Net income             12,810         12,810
Other comprehensive income (loss), net of tax               1,597       1,597
Dividend declared             (1,644)         (1,644)
Exercise of stock options     52     316           368
Stock tendered for funding exercise of stock options     (11)     (145)           (156)
Common stock grants $ 13     $ 135           $ 148    
Compensation expense recognized on stock grants, net of unearned compensation expense   $ 34     $ 104           $ 138  
Shares issued under employee stock purchase plan     5     58           63
Purchase of treasury stock                 (765)     (765)
BALANCE-Ending at Dec. 31, 2020     7,637     26,405 76,960 2,937 (1,765)     112,174
Net income             16,786         16,786
Other comprehensive income (loss), net of tax               (4,131)       (4,131)
Dividend declared             (2,253)         (2,253)
Exercise of stock options     30     178           208
Stock tendered for funding exercise of stock options     (4)     (88)           (92)
Common stock grants $ 12     $ 174           $ 186    
Compensation expense recognized on stock grants, net of unearned compensation expense     10     236           246
Shares issued under employee stock purchase plan     3     58           61
Purchase of treasury stock                 (670)     (670)
BALANCE-Ending at Dec. 31, 2021     $ 7,688     $ 26,963 $ 91,493 $ (1,194) $ (2,435)     $ 122,515
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Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dividend declared per share $ 0.30 $ 0.22
Exercise of stock options, shares 29,742 52,611
Stock tendered, shares 4,600 11,144
Unearned compensation expense on stock grants $ 718 $ 758
Shares issued under employee stock purchase plan, shares 3,254 5,039
Purchased Treasury Stock I [Member]    
Purchase treasury stock, shares 25,000 40,000
Purchased treasury stock, price per share $ 16.65 $ 18.00
Purchased Treasury Stock II [Member]    
Purchase treasury stock, shares 9,400 3,202
Purchased treasury stock, price per share $ 19.60 $ 14.00
Purchased Treasury Stock III [Member]    
Purchase treasury stock, shares 3,494  
Purchased treasury stock, price per share $ 20.00  
Director [Member]    
Common stock grants, shares 12,009 12,757
Officer [Member]    
Common stock grants, shares 10,298 34,429
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Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 16,786 $ 12,810
Adjustments to reconcile net income to net cash provided by operating activities:    
Provision for loan losses 915 2,520
Amortization of deferred loan costs 136 269
Accretion of deferred Paycheck Protection Program loan fees (2,388) (862)
Depreciation 864 760
Net amortization of investment security premiums and discounts 65 492
Stock compensation expense 432 286
Net realized gain on sale of other real estate owned (103)  
Income on bank owned life insurance (607) (930)
Deferred income taxes (258) (558)
Realized gain on sale of securities available for sale (24) (128)
Loans originated for sale   (689)
Proceeds from sale of loans   748
Realized gain on sale of loans   (59)
Decrease (increase) in accrued interest receivable 533 (1,088)
Decrease in other assets 800 1,827
Decrease in accrued interest payable (988) (1,641)
Decrease in other liabilities (914) (123)
Net Cash Provided by Operating Activities 15,249 13,634
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchases of securities available for sale (236,159) (144,744)
Maturities, calls and principal repayments of securities available for sale 48,232 102,267
Proceeds from sales of securities available for sale 3,333 4,023
Net increase in loans (18,279) (76,011)
Net decrease (increase) in Paycheck Protection Program loans 48,154 (53,472)
Net (purchase) redemption of restricted investment in bank stock (94) 148
Purchase of bank owned life insurance   (4,000)
Proceeds from sale of other real estate owned 115  
Purchases of premises and equipment (1,512) (1,983)
Net Cash Used in Investing Activities (156,210) (173,772)
CASH FLOWS FROM FINANCING ACTIVITIES    
Net increase in deposits 234,646 200,411
Net (decrease) increase in securities sold under agreements to repurchase (2,360) 6,404
Proceeds from Employee Stock Purchase Plan 61 63
Decrease in short-term borrowed funds   (18,067)
Proceeds from long-term borrowed funds   14,651
Proceeds from Paycheck Protection Program Liquidity Facility borrowed funds   62,039
Repayment of Paycheck Protection Program Liquidity Facility borrowed funds (50,794) (11,245)
Purchase of treasury stock (670) (765)
Exercise of stock options, net payment for stock tendered 116 212
Dividends paid (2,253) (1,644)
Net Cash Provided by Financing Activities 178,746 252,059
Net Increase in Cash and Cash Equivalents 37,785 91,921
CASH AND CASH EQUIVALENTS - BEGINNING 131,907 39,986
CASH AND CASH EQUIVALENTS - ENDING 169,692 131,907
SUPPLEMENTARY CASH FLOWS INFORMATION    
Interest paid 5,000 8,054
Income taxes paid 4,634 3,242
Other real estate acquired in settlement of loans 12  
Non-cash Investing and Financing Activities:    
Right of use assets obtained in exchange for new operating lease liabilities $ 1,233 $ 923
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Summary Of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2021
Summary Of Significant Accounting Policies [Abstract]  
Summary Of Significant Accounting Policies Note 1 – Summary of Significant Accounting Policies Principles of Consolidation and Nature of Operations Embassy Bancorp, Inc. (the “Company”) is a Pennsylvania corporation organized in 2008 and registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Company was formed for purposes of acquiring Embassy Bank For The Lehigh Valley (the “Bank”) in connection with the reorganization of the Bank into a bank holding company structure, which was consummated on November 11, 2008. Accordingly, the Company owns all of the capital stock of the Bank, giving the organization more flexibility in meeting its capital needs as the Company continues to grow. The Bank, which is the Company’s principal operating subsidiary, was originally incorporated as a Pennsylvania bank on May 11, 2001 and opened its doors on November 6, 2001. It was formed by a group of local business persons and professionals with significant prior experience in community banking in the Lehigh Valley area of Pennsylvania, the Bank’s primary market area. Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of other-than-temporary impairment on available for sale debt securities, and the determination of the allowance for loan losses. Concentrations of Credit Risk Most of the Company’s activities are with customers located in the Lehigh Valley area of Pennsylvania. Note 3 discusses the types of securities in which the Company invests. The concentrations of credit by type of loan are set forth in Note 4. The Company does not have any significant concentrations to any one specific industry or customer, with the exception of lending activity to a broad range of lessors of residential and non-residential real estate within the Lehigh Valley. Although the Company has a diversified loan portfolio, its debtors’ ability to honor their contracts is influenced by the region’s economy. Presentation of Cash Flows For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing demand deposits with banks, and federal funds sold. Generally, federal funds are purchased or sold for less than one week periods. Securities Securities classified as available for sale are those securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Securities available for sale are carried at fair value. Any decision to sell a security classified as available for sale would be based on various factors, including significant movement in interest rates, changes in maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors. Unrealized gains and losses are reported as increases or decreases in other comprehensive income. Realized gains or losses, determined on the basis of the cost of the specific securities sold, are included in earnings. Premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Other-than-temporary accounting guidance specifies that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. The Company recognized no other-than-temporary impairment charges during the years ended December 31, 2021 and 2020. Restricted Investments in Bank Stock Restricted investments in bank stock consist of FHLBank Pittsburgh (“FHLB”) stock and Atlantic Community Bankers Bank (“ACBB”) stock. The restricted stocks have no quoted market value and are carried at cost. Federal law requires a member institution of the FHLB to hold stock of its district FHLB according to a predetermined formula. Management evaluates the FHLB and ACBB restricted stock for impairment. 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. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the issuer as compared to the capital stock amount for the issuer and the length of time this situation has persisted, (2) commitments by the issuer to make payments required by law or regulation and the level of such payments in relation to the operating performance of the issuer, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the issuer. Management believes no impairment charge is necessary related to the FHLB or ACBB restricted stock as of December 31, 2021. No impairment charge was taken related to the FHLB or ACBB restricted stock as of December 31, 2020. Loans Receivable Loans 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, net of any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield using the effective interest method.  Premiums and discounts on purchased loans are amortized as adjustments to interest income using the effective interest method.  Delinquency fees are recognized in income when collected. As described in Note 2, the Company originated Paycheck Protection Program (“PPP”) loans as part of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and subsequent 2021 Consolidated Appropriations Act (“CAA”). The non-PPP loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following classes: commercial real estate, commercial construction and commercial. Consumer loans consist of the following classes: residential real estate and other consumer loans. The Company makes commercial loans for real estate development and other business purposes required by the customer base. The Company’s credit policies determine advance rates against the different forms of collateral that can be pledged against commercial loans. Typically, the majority of loans will be limited to a percentage of their underlying collateral values such as real estate values, equipment, eligible accounts receivable and inventory. Individual loan advance rates may be higher or lower depending upon the financial strength of the borrower and/or term of the loan. The assets financed through commercial loans are used within the business for its ongoing operation. Repayment of these kinds of loans generally comes from the cash flow of the business or the ongoing conversion of assets. Commercial real estate loans include long-term loans financing commercial properties. Repayments of these loans are dependent upon either the ongoing cash flow of the borrowing entity or the resale of or lease of the subject property. Commercial real estate loans typically require a loan to value ratio of not greater than 80% and vary in terms. Residential mortgages and home equity loans are secured by the borrower’s residential real estate in either a first or second lien position. Residential mortgages and home equity loans have varying interest rates (fixed or variable) depending on the financial condition of the borrower and the loan to value ratio. Residential mortgages may have amortizations up to 30 years and home equity loans may have maturities up to 25 years. Other consumer loans include installment loans, car loans, and overdraft lines of credit. Some of these loans may be unsecured. For all classes of loans receivable, the accrual of interest may be 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. Interest received on nonaccrual loans, including impaired loans, generally is applied against 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. Allowance for Loan Losses The allowance for loan losses represents management’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, or portions of loans, determined to be confirmed losses are charged against the allowance account and subsequent recoveries, if any, are credited to the account. A loss is considered confirmed when information available at the balance sheet date indicates the loan, or a portion thereof, is uncollectible. As further described in Note 2, because of the 100% SBA guarantee, the Company has determined that no allowance for loan losses is required on PPP loans. Management performs a quarterly evaluation of the adequacy of the allowance.  The allowance is based on the Company’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. Management maintains the allowance for loan losses at a level it believes adequate to absorb probable credit losses related to specifically identified loans, as well as probable incurred losses inherent in the remainder of the loan portfolio as of the balance sheet dates. The allowance for loan losses account consists of specific and general reserves. For the specific portion of the allowance for loan losses, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. All amounts due according to the contractual terms means that both the contractual interest and principal payments of a loan will be collected as scheduled in the loan agreement. Factors considered by management in determining impairment include payment status, ability to pay 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. Management 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 considered impaired are measured for impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. If the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, if the loan is collateral dependent, is less than the recorded investment in the loan, including accrued interest and net deferred loan fees or costs, the Company will recognize the impairment by adjusting the allowance for loan losses account through charges to earnings as a provision for loan losses. For loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. 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, loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property. For commercial and industrial 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. The general portion of the allowance for loan losses covers pools of loans by major loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate and other consumer loans. Loss contingencies for each of the major loan pools are determined by applying a total loss factor to the current balance outstanding for each individual pool. The total loss factor is comprised of a historical loss factor using the loss migration method plus a qualitative factor, which adjusts the historical loss factor for changes in trends, conditions and other relevant factors that may affect repayment of the loans in these pools as of the evaluation date. Loss migration involves determining the percentage of each pool that is expected to ultimately result in loss based on historical loss experience. Historical loss factors are based on the ratio of net loans charged-off to loans, net, for each of the major groups of loans. The historical loss factor for each pool, includes but is not limited to, an average of the Company’s historical net charge-off ratio for the most recent rolling four years plus current year to date. In addition to these historical loss factors, management also uses a qualitative factor that represents a number of environmental risks that may cause estimated credit losses associated with the current portfolio to differ from historical loss experience. These environmental risks include: (i) changes in lending policies and procedures including underwriting standards and collection, charge-off and recovery practices; (ii) changes in the composition and volume of the portfolio; (iii) changes in national, local and industry conditions, including the effects of such changes on the value of underlying collateral for collateral-dependent loans; (iv) changes in the volume and severity of classified loans, including past due, nonaccrual, troubled debt restructures and other loan modifications; (v) changes in the levels of, and trends in, charge-offs and recoveries; (vi) the existence and effect of any concentrations of credit and changes in the level of such concentrations; (vii) changes in the experience, ability and depth of lending management and other relevant staff; (viii) changes in the quality of the loan review system and the degree of oversight by the board of directors; and (ix) the effect of external factors such as competition and regulatory requirements on the level of estimated credit losses in the current loan portfolio. Each environmental risk factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation. In 2020 and 2021, the Bank adjusted the economic risk factor, loan modifications risk factor, and other external factor methodologies to incorporate the current economic implications, unemployment rates and amount of loan modifications due to the COVID-19 pandemic, leading to the increase in the allowance for loan losses as a percentage of total loans. All loans that received a CARES Act Section 4013 modification are provided additional qualitative reserve in the Company’s allowance for loan loss calculation. The unallocated component of the general allowance is used to cover inherent losses that exist as of the evaluation date, but which have not been identified as part of the allocated allowance using the above impairment evaluation methodology due to limitations in the process. One such limitation is the imprecision of accurately estimating the impact current economic conditions will have on historical loss rates. Variations in the magnitude of impact may cause estimated credit losses associated with the current portfolio to differ from historical loss experience, resulting in an allowance that is higher or lower than the anticipated level. The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors, and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payment, for commercial and consumer loans. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans criticized as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weakness may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness and borrowers are highly leveraged. They include loans that are inadequately protected by the current sound net worth and the paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass. Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company 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 management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate. Other Real Estate Owned Other real estate owned is comprised of properties acquired through foreclosure proceedings or acceptance of a deed-in-lieu of foreclosure and loans classified as in-substance foreclosures.  A loan is classified as an in-substance foreclosure when the Company has taken possession of the collateral, regardless of whether formal foreclosure proceedings take place. Other real estate owned is recorded at fair value less cost to sell at the time of acquisition. Any excess of the loan balance over the recorded value is charged to the allowance for loan losses at the time of acquisition. After foreclosure, valuations are periodically performed and the assets are carried at the lower of cost or fair value less cost to sell. Changes in the valuation allowance on foreclosed assets are included in other non-interest income. Costs to maintain the assets are included in other non-interest expenses. Any gain or loss realized upon disposal of other real estate owned is included in other non-interest income. There were no foreclosed assets as of December 31, 2021 and 2020. Bank Owned Life Insurance The Company invests in bank owned life insurance (“BOLI”) as a tax deferred investment and a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Company on certain of its employees and directors. The Company is the owner and primary beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from increases in cash surrender value of the policies is included in non-interest income and is not subject to income taxes unless surrendered. The Company does not intend to surrender these policies, and accordingly, no deferred taxes have been recorded on the earnings from these policies. Subsequent to the December 31, 2021 balance sheet date, in January 2022, a former Company employee in which the Company had purchased BOLI policies, passed away. The Company expects to collect approximately $720 thousand of death proceeds on those policies, for an estimated net gain of approximately $435 thousand. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the following estimated useful lives of the related assets: furniture, fixtures and equipment for five years to ten years, leasehold improvements for the life of the lease, building for forty years, computer equipment and data processing software for one year to five years, and automobiles for five years. Transfers of Financial Assets Transfers of financial assets, including sales of loan participations, are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. ‎ Advertising Costs The Company follows the policy of charging the costs of advertising to expense as incurred. Income Taxes Income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to taxable income. Deferred income taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and net operating loss carry forwards and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Earnings Per Share Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period, as adjusted for stock dividends and splits. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method. Year Ended December 31, 2021 2020 (Dollars In Thousands, Except Per Share Data) Net income$ 16,786 $ 12,810 Weighted average shares outstanding 7,517,669 7,469,952 Dilutive effect of potential common shares, stock options 37,116 53,643 Diluted weighted average common shares outstanding 7,554,785 7,523,595 Basic earnings per share$ 2.23 $ 1.71 Diluted earnings per share$ 2.22 $ 1.70 There were no stock options not considered in computing diluted earnings per common share for the years ended December 31, 2021 and December 31, 2020. Employee Benefit Plan The Company has a 401(k) Plan (the “Plan”) for employees. All employees are eligible to participate after they have attained the age of 21 and have also completed 6 consecutive months of service during which at least 500 hours of service are completed. The employees may contribute up to the maximum percentage allowable by law of their compensation to the Plan, and the Company provides a match of fifty percent of the first 8% percent to eligible participating employees. Full vesting in the Plan is prorated equally over a four year period. The Company’s contributions to the Plan for the years ended December 31, 2021 and 2020 were $278 thousand and $228 thousand, respectively. ‎ Off Balance Sheet Financial Instruments In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the consolidated balance sheet when they are funded. Comprehensive Income US GAAP requires that recognized revenue, expenses, gains, and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income. Stock-Based Compensation The Company measures and records compensation expense for share-based payments based on the instrument's fair value on the date of grant. The fair value of each stock option grant is measured using the Black-Scholes option pricing model. The fair value of stock awards is based on the Company's stock price. Share-based compensation expense is recognized over the service period, generally defined as the vesting period. Non-Interest Income The majority of the Company’s revenue-generating transactions are not subject to Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, including revenue generated from financial instruments, such as its loans and investment securities, as these activities are subject to other US GAAP discussed elsewhere within the Company’s disclosures. Descriptions of the Company’s revenue-generating activities that are within the scope of Topic 606, which are presented in the consolidated statement of income as components of non-interest income, are merchant processing and credit card processing fees, debit card interchange fees, other service fees on deposit accounts, and gains and losses on other real estate owned. Credit card processing fees include income from consumer and commercial credit cards and merchant processing income. Income for such performance obligations are generally received at the time the performance obligations are satisfied or within the monthly service period. Service fees on deposit accounts represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when the Company’s performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). The Company recognizes debit card interchange fees daily from debit cardholder transactions conducted through the MasterCard payment network. The Company records a gain or loss from the sale of other real estate owned when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of other real estate owned to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction prices and related gain or loss on the sale if a significant financing component is present. The Company does not sell its mortgages on the secondary market, nor does it offer trust or investment brokerage services to its customers to generate fee income. Subsequent Events The Company has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 2021 through the date these consolidated financial statements were available for issuance for items that should potentially be recognized or disclosed in these consolidated financial statements. ‎ Future Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses”. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In November 2019, the FASB issued an update to defer the implementation date for smaller reporting companies from 2020 to 2023. The Company currently qualifies as a smaller reporting company under SEC Regulation S-K and, therefore, the guidance is effective for the Company in 2023. The Company has not yet determined the impact this standard will have on its financial statements or results of operations. Management has gathered all necessary data and reviewed potential methods to calculate the expected credit losses. Management is currently calculating sample expected loss computations and developing the allowance methodology and assumptions that will be used under the new standard. Management will continue to progress on its implementation project plan and improve the Company’s approach throughout the deferral period. Reclassification Certain amounts in the 2020 consolidated financial statements may have been reclassified to conform to 2021 presentation. These reclassifications had no effect on 2020 net income.
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COVID-19
 12 Months Ended
Dec. 31, 2021
COVID-19 [Abstract]  
COVID-19 Note 2 – COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic and on March 13, 2020 the United States government declared COVID-19 as a national emergency. The continuing effects of COVID-19 could adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. The economic effects of COVID-19 may adversely affect the Company’s financial condition and results of operations as further described below. The full future potential impact is unknown at this time. Beginning in 2020 and through early 2021, the Company provided certain borrowers affected in a variety of ways by COVID-19 with payment accommodations that facilitate their ability to work through the immediate impact of the virus. Payment accommodations were in the form of short-term principal and/or interest deferrals. These payment accommodations were made in accordance with Section 4013 of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus. Section 4013 of the CARES Act, enacted on March 27, 2020, provided that the Company may elect to suspend US GAAP for loan modifications related to the pandemic which would otherwise be categorized as troubled debt restructurings and suspend any determination of a loan modified as a result of the effects of the pandemic as being a troubled debt restructuring, including impairment for accounting purposes. Interest income continued to be recognized during the accommodation period. ‎ The following table presents COVID-19 CARES Act Section 4013 loans based on loan type, payment accommodation status, and amount at December 31, 2021 and December 31, 2020: December 31, 2021 Number of Loans - Payment Accommodation Period Ended Number of Loans - Payment Accommodation Period Active Total Number of Loans Loan Amount - Payment Accommodation Period Ended Loan Amount - Payment Accommodation Period Active Total Loan Amount (Dollars In Thousands)Commercial real estate 116 - 116 $ 101,545 $ - $101,545Commercial 29 - 29 4,107 - 4,107Residential real estate 52 - 52 10,702 - 10,702Consumer 2 - 2 24 - 24Total 199 - 199 $ 116,378 $ - $116,378 December 31, 2020 Number of Loans - Payment Accommodation Period Ended Number of Loans - Payment Accommodation Period Active Total Number of Loans Loan Amount - Payment Accommodation Period Ended Loan Amount - Payment Accommodation Period Active Total Loan Amount (Dollars In Thousands)Commercial real estate 130 7 137 $ 112,016 $ 16,830 $128,846Commercial 43 1 44 7,445 752 8,197Residential real estate 68 4 72 13,517 717 14,234Consumer 2 - 2 31 - 31Total 243 12 255 $ 133,009 $ 18,299 $151,308 The Company participates in the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) under the CARES Act and subsequent 2021 Consolidated Appropriations Act (“CAA”). As of December 31, 2021, the Company had a total of forty-eight (48) PPP loans outstanding with a receivable balance of $8.6 million, net of $165 thousand of unearned origination fees and costs. At December 31, 2020, the Company had a total of four hundred seventy (470) PPP loans outstanding with a receivable balance of $54.3 million, net of $1.2 million of unearned origination fees and costs. From January 1, 2021 to December 31, 2021, the Company originated three hundred thirty-three (333) new PPP loans with a balance of $31.6 million, net of $1.4 million of unearned origination fees and costs. From January 1, 2021 to December 31, 2021, the Company received forgiveness payments from the SBA on PPP loan principal balances of $79.8 million. These PPP loans are 100% guaranteed by the SBA, have a two year or up to five year maturity and an interest rate of 1% throughout the term of the loan, with payments deferred until forgiveness proceeds are received from the SBA or ten months after the end of the covered period. The SBA may forgive the PPP loans if certain conditions are met by the borrower, including using at least 60% of the proceeds for payroll costs. The SBA also provided the Company with a processing fee for each loan, with the amount of such fee pre-determined by the SBA dependent upon the size of each loan. As of December 31, 2021 and December 31, 2020, the Company has net deferred PPP loan fees and costs of $165 thousand and $1.2 million, respectively, which will be recognized through interest income over the life of the related PPP loans. In accordance with the 100% SBA guarantee and the Company’s opinion that the majority of the PPP loans will be forgiven, the Company has determined that no allowance for loan losses is required on the PPP loans. All PPP loans have a pass rating and none are past due under their contractual terms. In April 2020, the Company applied and was approved by the Federal Reserve Board for both the ability to borrow under its Paycheck Protection Program Liquidity Facility (“PPPLF”), as well as its Discount Window. The PPPLF provides term funding to depository institutions that originate loans to small businesses under the PPP. PPP loans that are pledged to secure PPPLF extensions of credit are excluded from leverage ratio calculations. The Company had PPPLF borrowings of $50.8 million at December 31, 2020. As of February 3, 2021, the PPPLF borrowings have been paid off in full.
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Securities Available For Sale
 12 Months Ended
Dec. 31, 2021
Securities Available For Sale [Abstract]  
Securities Available For Sale Note 3 – Securities Available For Sale The amortized cost and approximate fair values of securities available-for-sale were as follows at December 31, 2021 and 2020, respectively: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value (In Thousands)December 31, 2021: U.S. Government agency obligations$ 29,146 $ - $ (288) $ 28,858Municipal bonds 60,017 1,464 (377) 61,104U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - commercial 511 19 - 530U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 222,101 885 (3,214) 219,772Total$ 311,775 $ 2,368 $ (3,879) $ 310,264 December 31, 2020: U.S. Treasury securities$ 9,998 $ - $ - $ 9,998U.S. Government agency obligations 39,059 1 (24) 39,036Municipal bonds 37,409 1,967 - 39,376U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - commercial 512 31 - 543U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 40,244 1,743 - 41,987Total$ 127,222 $ 3,742 $ (24) $ 130,940 The amortized cost and fair value of securities as of December 31, 2021, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without any penalties. Amortized Fair Cost Value (In Thousands) Due in one year or less $ 685 $ 686 Due after one year through five years 30,376 30,091 Due after five years through ten years 6,707 6,983 Due after ten years 51,395 52,202 89,163 89,962 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial 511 530 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential 222,101 219,772 $ 311,775 $ 310,264 Gross gains of $24 thousand and $128 thousand were realized on the sales of securities for the year ended December 31, 2021 and December 31, 2020, respectively. There were no gross losses on the sales of securities for the year ended December 31, 2021 and December 31, 2020. The following table shows the Company’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2021 and December 31, 2020, respectively: Less Than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses December 31, 2021:(In Thousands)U.S. Government agency obligations$ 9,911 $ (84) $ 18,947 $ (204) $ 28,858 $ (288)Municipal bonds 20,722 (377) - - 20,722 (377)U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 190,435 (3,214) - - 190,435 (3,214)Total Temporarily Impaired Securities$ 221,068 $ (3,675) $ 18,947 $ (204) $ 240,015 $ (3,879) December 31, 2020: U.S. Government agency obligations$ 31,369 $ (24) $ - $ - $ 31,369 $ (24)Total Temporarily Impaired Securities$ 31,369 $ (24) $ - $ - $ 31,369 $ (24) The Company had seventy (70) securities in an unrealized loss position at December 31, 2021 and five (5) securities in an unrealized loss position at December 31, 2020. Unrealized losses are due only to market interest rate fluctuations. As of December 31, 2021, the Company either has the intent and ability to hold the securities until maturity or market price recovery or believes that it is more likely than not that it will not be required to sell such securities. Management believes that the unrealized loss only represents temporary impairment of the securities. None of the individual losses are significant. Securities with a carrying value of $114.0 million and $98.7 million at December 31, 2021 and December 31, 2020, respectively, were subject to agreements to repurchase, pledged to secure public deposits, or pledged for other purposes required or permitted by law.
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Loans Receivable And Credit Quality
 12 Months Ended
Dec. 31, 2021
Loans Receivable And Credit Quality [Abstract]  
Loans Receivable And Credit Quality Note 4 – Loans Receivable and Credit Quality The Company has presented PPP loans of $8.6 million at December 31, 2021 and $54.3 million at December 31, 2020 separately from loans receivable on the Consolidated Balance Sheet. As described in Note 2, PPP loans are 100% SBA guaranteed and the Company has determined that no allowance for loan losses is required on PPP loans. All PPP loans are risk rated as pass and considered current for payment status purpose. PPP loans are not included in the following composition and credit quality tables. ‎ The following table presents the composition of loans receivable (excluding PPP loans): December 31, 2021 2020 (In Thousands) Commercial real estate$ 440,655 $ 452,251 Commercial construction 6,100 12,176 Commercial 41,923 48,114 Residential real estate 618,694 576,437 Consumer 642 640 Total Loans 1,108,014 1,089,618 Unearned net loan origination costs 25 291 Allowance for Loan Losses (11,484) (10,570) Net Loans$ 1,096,555 $ 1,079,339 The following table summarizes information in regard to the allowance for loan losses (excluding PPP loans) as of December 31, 2021 and 2020, respectively: Commercial Real Estate Commercial Construction Commercial Residential Real Estate Consumer Unallocated Total (In Thousands) Allowance for loan losses Year Ending December 31, 2021 Beginning Balance - December 31, 2020$ 4,379  $ 150  $ 848  $ 4,485  $ 14  $ 694  $ 10,570  Charge-offs - - - (2) (2) - (4) Recoveries - - - 3  - - 3  Provisions 21  (79) 480  232  2  259  915  Ending Balance - December 31, 2021$ 4,400  $ 71  $ 1,328  $ 4,718  $ 14  $ 953  $ 11,484  Year Ending December 31, 2020 Beginning Balance - December 31, 2019$ 3,221  $ 121  $ 770  $ 3,488  $ 19  $ 403  $ 8,022  Charge-offs - - - - - - - Recoveries 24  - - 4  - - 28  Provisions 1,134  29  78  993  (5) 291  2,520  Ending Balance - December 31, 2020$ 4,379  $ 150  $ 848  $ 4,485  $ 14  $ 694  $ 10,570  ‎ The following tables represent the allocation of the allowance for loan losses and the related loan portfolio, (excluding PPP loans), disaggregated based on impairment methodology at December 31, 2021 and December 31, 2020, respectively: Commercial Real Estate Commercial Construction Commercial Residential Real Estate Consumer Unallocated Total (In Thousands) December 31, 2021 Allowance for Loan Losses Ending Balance$ 4,400 $ 71 $ 1,328 $ 4,718 $ 14 $ 953 $ 11,484Ending balance: individually evaluated for impairment$ - $ 7 $ 41 $ 116 $ - $ - $ 164Ending balance: collectively evaluated for impairment$ 4,400 $ 64 $ 1,287 $ 4,602 $ 14 $ 953 $ 11,320 Loans receivables: Ending balance$ 440,655 $ 6,100 $ 41,923 $ 618,694 $ 642 $ 1,108,014Ending balance: individually evaluated for impairment$ 1,433 $ 311 $ 248 $ 1,508 $ - $ 3,500Ending balance: collectively evaluated for impairment$ 439,222 $ 5,789 $ 41,675 $ 617,186 $ 642 $ 1,104,514 December 31, 2020 Allowance for Loan Losses Ending Balance$ 4,379 $ 150 $ 848 $ 4,485 $ 14 $ 694 $ 10,570Ending balance: individually evaluated for impairment$ 21 $ - $ 23 $ 125 $ - $ - $ 169Ending balance: collectively evaluated for impairment$ 4,358 $ 150 $ 825 $ 4,360 $ 14 $ 694 $ 10,401 Loans receivables: Ending balance$ 452,251 $ 12,176 $ 48,114 $ 576,437 $ 640 $ 1,089,618Ending balance: individually evaluated for impairment$ 1,547 $ 315 $ 230 $ 1,548 $ - $ 3,640Ending balance: collectively evaluated for impairment$ 450,704 $ 11,861 $ 47,884 $ 574,889 $ 640 $ 1,085,978‎ The following table summarizes information in regard to impaired loans (excluding PPP loans) by loan portfolio class as of December 31, 2021 and 2020, respectively: Year to Date Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized December 31, 2021 (In Thousands) With no related allowance recorded: Commercial real estate $ 1,433 $ 1,673 $ 981 $ 69 Commercial construction 55 55 249 2 Commercial - - - - Residential real estate 932 1,002 1,283 36 Consumer - - - - With an allowance recorded: Commercial real estate $ - $ - $ - $ 513 $ - Commercial construction 256 256 7 64 8 Commercial 248 248 41 232 10 Residential real estate 576 576 116 586 21 Consumer - - - - - Total: Commercial real estate $ 1,433 $ 1,673 $ - $ 1,494 $ 69 Commercial construction 311 311 7 313 10 Commercial 248 248 41 232 10 Residential real estate 1,508 1,578 116 1,869 57 Consumer - - - - - $ 3,500 $ 3,810 $ 164 $ 3,908 $ 146 December 31, 2020 With no related allowance recorded: Commercial real estate $ 851 $ 1,091 $ 870 $ 49 Commercial construction 315 315 315 10 Commercial - - - - Residential real estate 944 1,014 873 32 Consumer - - - - With an allowance recorded: Commercial real estate $ 696 $ 696 $ 21 $ 699 $ 21 Commercial construction - - - - - Commercial 230 230 23 232 9 Residential real estate 604 604 125 614 22 Consumer - - - 1 - Total: Commercial real estate $ 1,547 $ 1,787 $ 21 $ 1,569 $ 70 Commercial construction 315 315 - 315 10 Commercial 230 230 23 232 9 Residential real estate 1,548 1,618 125 1,487 54 Consumer - - - 1 - $ 3,640 $ 3,950 $ 169 $ 3,604 $ 143 ‎ The following table presents the classes of the loan portfolio (excluding PPP loans), summarized by the aggregate pass rating and the classified ratings of special mention (potential weaknesses), substandard (well defined weaknesses) and doubtful (full collection unlikely) within the Company's internal risk rating system as of December 31, 2021 and December 31, 2020, respectively: Pass Special Mention Substandard Doubtful Total December 31, 2021 (In Thousands)Commercial real estate$ 439,280 $ - $ 1,375 $ - $ 440,655Commercial construction 5,789 - 311 - 6,100Commercial 41,899 24 - - 41,923Residential real estate 617,533 489 672 - 618,694Consumer 642 - - - 642 Total$ 1,105,143 $ 513 $ 2,358 $ - $ 1,108,014 December 31, 2020 Commercial real estate$ 450,823 $ - $ 1,428 $ - $ 452,251Commercial construction 11,861 - 315 - 12,176Commercial 48,114 - - - 48,114Residential real estate 575,344 512 581 - 576,437Consumer 640 - - - 640 Total$ 1,086,782 $ 512 $ 2,324 $ - $ 1,089,618 The following table presents nonaccrual loans by classes of the loan portfolio: December 31, 2021 2020 (In Thousands) Commercial real estate$ - $ - Commercial construction - - Commercial - - Residential real estate 242 274 Consumer - - Total$ 242 $ 274 ‎ The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio (excluding PPP loans) summarized by the past due status as of December 31, 2021 and 2020, respectively: 30-59 Days Past Due 60-89 Days Past Due Greater than 90 Days Past Due Total Past Due Current Total Loan‎Receivables Loan Receivables > 90 Days and Accruing December 31, 2021(In Thousands)Commercial real estate$ - $ - $ - $ - $ 440,655 $ 440,655 $ -Commercial construction - - - - 6,100 6,100 -Commercial - - - - 41,923 41,923 -Residential real estate - 12 217 229 618,465 618,694 -Consumer - - - - 642 642 - Total$ - $ 12 $ 217 $ 229 $ 1,107,785 $ 1,108,014 $ - December 31, 2020 Commercial real estate$ 514 $ - $ - $ 514 $ 451,737 $ 452,251 $ -Commercial construction - - - - 12,176 12,176 -Commercial - - - - 48,114 48,114 -Residential real estate 336 - 42 378 576,059 576,437 -Consumer 2 - - 2 638 640 - Total$ 852 $ - $ 42 $ 894 $ 1,088,724 $ 1,089,618 $ - At December 31, 2021, the Company had $217 thousand in recorded investment in consumer loans collateralized by residential real estate property that is in the process of foreclosure. Troubled Debt Restructurings The Company may grant a concession or modification for economic or legal reasons related to a borrower’s financial condition that it would not otherwise consider, resulting in a modified loan which is then identified as a troubled debt restructuring (“TDR”). The Company may modify loans through rate reductions, extensions to maturity, interest only payments, or payment modifications to better coincide the timing of payments due under the modified terms with the expected timing of cash flows from the borrowers’ operations. Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. TDRs are considered impaired loans for purposes of calculating the Company’s allowance for loan losses. Payment accommodations completed since the COVID-19 outbreak reported in accordance with Section 4013 of the CARES Act and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus are described in Note 2 and are not considered a TDR. The Company identifies loans for potential restructure primarily through direct communication with the borrower and the evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports.  Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future. ‎ The following table presents TDRs outstanding at December 31, 2021 and 2020, respectively: Accrual Loans Non-Accrual Loans Total Modifications (In Thousands) December 31, 2021 Commercial real estate$ 1,027  $ - $ 1,027  Commercial construction 256  - 256  Commercial 248  - 248  Residential real estate 806  13  819  Consumer - - - Total$ 2,337  $ 13  $ 2,350  December 31, 2020 Commercial real estate$ 1,125  $ - $ 1,125  Commercial construction 260  - 260  Commercial 230  - 230  Residential real estate 944  15  959  Consumer - - - Total$ 2,559  $ 15  $ 2,574  There were no new TDRs during the year ended December 31, 2020. The following table presents new TDRs during the year ended December 31, 2021: Number of Loans Pre-Modification Outstanding Balance Post- Modification Outstanding Balance (Dollars In Thousands) Year Ending December 31, 2021 Commercial 1 $ 24 $ 24 1 $ 24 $ 24 The TDR listed above, consisting of a six-month interest only period, required an impairment reserve of $24 thousand recorded in the allowance for loan losses at December 31, 2021. As December 31, 2021 and 2020, no available commitments were outstanding on TDRs. There were no loans that were modified and classified as a TDR within the prior twelve months that experienced a payment default (loans ninety or more days past due) during the years ended December 31, 2021 and December 31, 2020.
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Financial Instruments With Off-Balance Sheet Risk
 12 Months Ended
Dec. 31, 2021
Financial Instruments With Off-Balance Sheet Risk [Abstract]  
Financial Instruments With Off-Balance Sheet Risk Note 5 - Financial Instruments with Off-Balance Sheet Risk The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.‎ The following financial instruments were outstanding whose contract amounts represent credit risk: December 31, 2021 2020 (In Thousands) Commitments to grant loans, fixed$ 1,877  $ 5,080  Commitments to grant loans, variable - 75  Unfunded commitments under lines of credit, fixed 17,618  6,833  Unfunded commitments under lines of credit, variable 135,660  123,430  Standby letters of credit 9,522  5,412  Total$ 164,677  $ 140,830  Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include personal or commercial real estate, accounts receivable, inventory and equipment. Outstanding letters of credit written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The majority of these standby letters of credit expire within the next twelve months. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments. The Company requires collateral supporting these letters of credit as deemed necessary. The maximum undiscounted exposure related to these commitments at December 31, 2021 and 2020 was $9.5 million and $5.4 million, respectively, and the approximate value of underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $7.3 million and $3.4 million, respectively. The current amount of the liability as of December 31, 2021 and 2020 for guarantees under standby letters of credit issued is not considered material.
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Bank Premises And Equipment
 12 Months Ended
Dec. 31, 2021
Bank Premises And Equipment [Abstract]  
Bank Premises And Equipment Note 6 - Bank Premises and EquipmentThe components of premises and equipment are as follows: December 31, 2021 2020 (In Thousands) Furniture, fixtures and equipment$ 4,190  $ 3,902 Leasehold improvements 4,129  3,419 Buildings 1,163  1,141 Computer equipment and data processing software 1,509  4,083 Automobiles 150  272  11,141  12,817 Accumulated depreciation (7,147) (9,471) $ 3,994  $ 3,346 
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Deposits
 12 Months Ended
Dec. 31, 2021
Deposits [Abstract]  
Deposits Note 7 – Deposits The components of deposits: December 31, 2021 2020 (In Thousands) Demand, non-interest bearing$ 323,513  $ 269,996 Demand, NOW and money market, interest bearing 248,401  199,845 Savings 739,637  546,784 Time, $250 and over 54,739  85,272 Time, other 100,735  130,482 Total deposits$ 1,467,025  $ 1,232,379  At December 31, 2021, the scheduled maturities of time deposits are as follows (in thousands): 2022$ 103,300  2023 41,791  2024 6,667  2025 1,460  2026 2,256  $ 155,474 
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Securities Sold Under Agreements To Repurchase And Offsetting Assets And Liabilities
 12 Months Ended
Dec. 31, 2021
Securities Sold Under Agreements To Repurchase And Offsetting Assets And Liabilities [Abstract]  
Securities Sold Under Agreements To Repurchase And Offsetting Assets And Liabilities Note 8 - Securities Sold under Agreements to Repurchase and Offsetting Assets and Liabilities Securities sold under agreements to repurchase generally mature within a few days from the transaction date and are reflected at the amount of cash received in connection with the transaction. The securities are retained under the Company’s control at its safekeeping agent. The Company adjusts collateral based on the fair value of the underlying securities, on a monthly basis. Information concerning securities sold under agreements to repurchase is summarized as follows: 2021 2020 (Dollars In Thousands) Balance outstanding at December 31$ 11,252  $ 13,612  Weighted average interest rate at the end of the year 0.068% 0.058% Average daily balance during the year$ 12,869  $ 11,027  Weighted average interest rate during the year 0.065% 0.159% Maximum month-end balance during the year$ 15,741  $ 14,430  The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities.  Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets.  As a result, these repurchase agreements are accounted for as collateralized financing arrangements (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 Company's consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Company does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements. The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., fails to make an interest payment to the counterparty). For private institution repurchase agreements, if the private institution counterparty were to default (e.g., declare bankruptcy), the Company could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value. The collateral is held by a third-party financial institution in the counterparty's custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Company in a segregated custodial account under a tri-party agreement. The following table presents the liabilities subject to an enforceable master netting arrangement or repurchase agreements as of December 31, 2021 and December 31, 2020: Net Amounts Gross Gross Amounts of Liabilities Amounts of Offset in the Presented in the Recognized Consolidated Consolidated Financial Cash Collateral Liabilities Balance Sheet Balance Sheet Instruments Pledged Net Amount (In Thousands)December 31, 2021 Repurchase Agreements: Corporate Institutions $ 11,252 $ - $ 11,252 $ (11,252) $ - $ - December 31, 2020 Repurchase Agreements: Corporate Institutions $ 13,612 $ - $ 13,612 $ (13,612) $ - $ - As of December 31, 2021 and December 31, 2020, the fair value of securities pledged was $20.3 million and $17.5 million, respectively.
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Short-Term And Long-Term Borrowings
 12 Months Ended
Dec. 31, 2021
Short-Term And Long-Term Borrowings [Abstract]  
Short-Term And Long-Term Borrowings Note 9 – Short-term and Long-term Borrowings Federal funds purchased and FHLB short term advances generally represent overnight or less than twelve month borrowings. Long term advances from the FHLB are for periods of twelve months or more and are generally less than sixty months. The Bank has an agreement with the FHLB, which allows for borrowings up to a percentage of qualifying assets. At December 31, 2021, the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $717.6 million. This borrowing capacity with the FHLB includes a line of credit of $150.0 million. There were no short-term FHLB advances outstanding as of December 31, 2021 and December 31, 2020. There were $14.7 million in long-term FHLB advances outstanding as of December 31, 2021 and December 31, 2020. All FHLB borrowings are secured by qualifying assets of the Bank. The components of long-term borrowings with the FHLB at December 31, 2021 were as follows: 2021 (Dollars in Thousands) Maturity Date Interest‎Rate Outstanding March 2022 0.79%$ 10,000  March 2022 0.64% 2,663  March 2022 0.61% 1,988  Total Outstanding Borrowings $ 14,651  Subsequent to December 31, 2021, in March 2022, each of the above FHLB borrowings was repaid in full by the Bank. The Bank also has a federal funds line of credit with the ACBB of $10.0 million, of which none was outstanding at December 31, 2021 and December 31, 2020. Advances from this line are unsecured. In October 2021, the Company obtained a $5.0 million unsecured revolving line of credit facility (the “Line”) from the ACBB, of which none is outstanding at December 31, 2021. Under the terms of the Line, the Company can borrow under the facility in an amount not to exceed $5.0 million, with borrowing proceeds used to support general corporate expenses and liquidity requirements. Funds can be down streamed to support the Bank. The Line has a one year maturity, a floating interest rate at the Wall Street Journal Prime rate, and is unsecured. Interest on outstanding borrowings will be payable monthly, with the entire outstanding principal balance together with all unpaid, accrued interest due on the maturity date. As described in Note 2, the Bank had no long-term PPPLF borrowings through the Federal Reserve Bank of Philadelphia as of December 31, 2021 and had $50.8 million, at an interest rate of 0.35%, as of December 31, 2020. All PPPLF borrowings were secured by PPP loans.
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Employment Agreements And Supplemental Executive Retirement Plans
 12 Months Ended
Dec. 31, 2021
Employment Agreements And Supplemental Executive Retirement Plans [Abstract]  
Employment Agreements And Supplemental Executive Retirement Plans Note 10 - Employment Agreements and Supplemental Executive Retirement Plans The Company has entered into employment agreements with its Chief Executive Officer, Chief Financial Officer and Senior Loan Officer. The Company has an unfunded, non-qualified Supplemental Executive Retirement Plan (“SERP”) for certain executive officers that provides for payments upon retirement, death, or disability. As of December 31, 2021 and December 31, 2020, other liabilities include $6.7 million and $6.0 million, respectively, accrued under these plans. For the years ended December 31, 2021 and December 31, 2020, $688 thousand and $712 thousand, respectively, were expensed under these plans.
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Stock Incentive Plan And Employee Stock Purchase Plan
 12 Months Ended
Dec. 31, 2021
Stock Incentive Plan And Employee Stock Purchase Plan [Abstract]  
Stock Incentive Plan And Employee Stock Purchase Plan Note 11 - Stock Incentive Plan and Employee Stock Purchase Plan Stock Incentive Plan: At the Company’s annual meeting on June 20, 2019, the shareholders approved the amendment and restatement of the Embassy Bancorp, Inc. 2010 Stock Incentive Plan (the “SIP”), which was originally adopted by the Company’s shareholders effective June 16, 2010, to replenish the number of shares of common stock available for issuance under the SIP and extend the term of the SIP for another ten (10) years. The SIP authorizes the Board of Directors, or a committee authorized by the Board of Directors, to award a stock based incentive to (i) designated officers (including officers who are directors) and other designated employees at the Company and its subsidiaries, and (ii) non-employee members of the Board of Directors and advisors and consultants to the Company and its subsidiaries. The SIP provides for stock based incentives in the form of incentive stock options as provided in Section 422 of the Internal Revenue Code of 1986, non-qualified stock options, stock appreciation rights, restricted stock, and deferred stock awards. The term of the option, the amount of time for the option to vest after grant, if any, and other terms and limitations will be determined at the time of grant. Options granted under the SIP may not have an exercise period that is more than ten years from the time the option is granted. The maximum number of shares of common stock authorized for issuance under the SIP increased from 500,000 to 756,356 (in order to replenish the shares that were previously issued). The SIP provides for appropriate adjustments in the number and kind of shares available for grant or subject to outstanding awards under the SIP to avoid dilution in the event of merger, stock splits, stock dividends or other changes in the capitalization of the Company. The SIP expires on June 20, 2029. At December 31, 2021, there were 430,507 shares available for issuance under the SIP. The Company grants shares of restricted stock, under the SIP, to certain members of its Board of Directors as compensation for their services, in accordance with the Company’s Non-employee Directors Compensation program adopted in October 2010. The Company also grants restricted stock to certain officers under individual agreements with these officers. Some of these restricted stock awards vest immediately, while the remainder vest over a service period of two years to nine years. Management recognizes compensation expense for the fair value of the restricted stock awards on a straight-line basis over the requisite service period. Since inception of the SIP and through the Company’s restricted stock grants activity for the year ended December 31, 2021, there have been 209,606 awards granted. During the years ended December 31, 2021 and 2020 there were 22,307 and 47,186 awards granted, respectively. During the years ended December 31, 2021 and 2020 the Company recognized $432 thousand and $286 thousand in compensation expense for the restricted stock awards. Information regarding the Company’s restricted stock grants activity for the years ended December 31, 2021 and 2020 are as follows: Restricted Stock Awards Weighted Average Grant Date Fair Value Non-Vested at December 31, 2019 35,254  $ 13.63  Granted 47,186  12.45  Vested (20,656) 12.82  Non-Vested at December 31, 2020 61,784  $ 13.13  Granted 22,307  17.60 Vested (30,367) 14.19 Non-Vested at December 31, 2021 53,724  $ 14.38  The Company has granted stock options to purchase shares of stock to certain executive officers under individual agreements and/or in accordance with their respective employment agreements. There was no stock compensation expense related to these options for the year ended December 31, 2021 and December 31, 2020. At December 31, 2021, there was no unrecognized cost to the stock options. Activities under the SIP, related to stock options, is summarized as follows: Number of‎Options Weighted‎Average Exercise Price Outstanding, December 31, 2019 116,243  $ 7.34  Granted - - Exercised (52,611) 7.00  Forfeited - - Outstanding, December 31, 2020 63,632  $ 7.61  Granted - - Exercised (29,742) 7.00  Forfeited - - Outstanding, December 31, 2021 33,890  $ 8.15  Exercisable, December 31, 2021 33,890  $ 8.15  Stock options outstanding at December 31, 2021 are exercisable at prices ranging from $6.01 to $14.03 per share. The weighted-average remaining contractual life of options outstanding and exercisable at December 31, 2021 is 1.41 years. The weighted-average remaining contractual life of options outstanding and exercisable at December 31, 2020 was 1.82 years, respectively. At December 31, 2021, the aggregate intrinsic value of options outstanding and exercisable was $408 thousand. The intrinsic value was determined by using the latest known sales price of the Company’s common stock. The following table summarizes information about the range of exercise prices for stock options outstanding at December 31, 2021: Range of Exercise‎Price Weighted‎Average‎Exercise Price Number ‎Outstanding Weighted Average Remaining Contractual Life (Years) Number‎Exercisable $6.01 to $8.02 $ 7.51 29,663 1.05 29,663 $12.03 to $14.03 $ 12.64 4,227 3.98 4,227 33,890 1.41 33,890 Employee Stock Purchase Plan: On January 1, 2017, the Company implemented the Embassy Bancorp, Inc. Employee Stock Purchase Plan, which was approved by the Company’s shareholders at the annual meeting held on June 16, 2016. Under the plan, each employee of the Company and its subsidiaries who is employed on an offering date and customarily is scheduled to work at least twenty (20) hours per week and more than five (5) months in a calendar year is eligible to participate. The purchase price for shares purchased under the plan shall initially equal 95% of the fair market value of such shares on the date of purchase.  The purchase price may be adjusted from time to time by the Board of Directors; provided, however, that the discount to fair market value shall not exceed 15%.  The Company has authorized 350,000 shares of its common stock for the plan, of which 18,515 shares have been issued as of December 31, 2021. The Company recognized discount expense in relation to the employee stock purchase plan of $3 thousand during the years ending December 31, 2021 and 2020.
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Other Comprehensive (Loss) Income
 12 Months Ended
Dec. 31, 2021
Other Comprehensive (Loss) Income [Abstract]  
Other Comprehensive (Loss) Income Note 12 – Other Comprehensive (Loss) Income The components of other comprehensive (loss) income, both before tax and net of tax, are as follows: Year Ended December 31, 2021 2020 (In Thousands) Before Tax Net of Before Tax Net of Tax Effect Tax Tax Effect TaxChange in accumulated other comprehensive (loss) income: Unrealized holding (losses) gains on securities ‎   available for sale $(5,205) $1,093 $(4,112) $ 2,149 $(451) $ 1,698Reclassification adjustments for gains on securities‎   transactions included in net income (A),(B) (24) 5 (19) (128) 27 (101)Total other comprehensive (loss) income $ (5,229) $1,098 $ (4,131) $ 2,021 $(424) $ 1,597 (A) Realized gains on securities transactions included in gain on sales of securities in the accompanying Consolidated Statements of Income.(B) Tax effect included in income tax expense in the accompanying Consolidated Statements of Income. ‎ A summary of the realized gains on securities available for sale for the years ended December 31, 2021 and 2020, net of tax, is as follows: Year Ended Year Ended December 31, 2021 2020 (In Thousands)Securities available for sale: Realized gains on securities transactions $ (24) $ (128)Income taxes 5 27Net of tax $ (19) $ (101) A summary of the accumulated other comprehensive (loss) income, net of tax, is as follows: Securities Available for Sale (In Thousands)Year Ended December 31, 2021 and 2020 Balance January 1, 2021 $2,937Other comprehensive loss before reclassifications (4,112)Amounts reclassified from accumulated other ‎   comprehensive income (19)Net other comprehensive loss during the period (4,131)Balance December 31, 2021 $(1,194) Balance January 1, 2020 $1,340Other comprehensive income before reclassifications 1,698Amounts reclassified from accumulated other ‎   comprehensive income (101)Net other comprehensive income during the period 1,597Balance December 31, 2020 $2,937
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Regulatory Matters
 12 Months Ended
Dec. 31, 2021
Regulatory Matters [Abstract]  
Regulatory Matters Note 13 - Regulatory Matters The Company is required to maintain cash reserve balances in vault cash and with the Federal Reserve Bank. As of December 31, 2021, due to the reserve requirement ratios being set at 0% effective March 26, 2020, the Company had no minimum reserve requirement. The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Under the BASEL III rules the Company and the Bank must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios. The net unrealized gain or losses on available-for-sale securities are not included in computing regulatory capital amounts. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, both the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth below) of total, Tier 1 common capital, and Tier 1 capital (as defined in the regulations) to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of December 31, 2021, that the Company and the Bank meet all capital adequacy requirements to which they are subject. Effective in 2018, the Federal Reserve raised the consolidated asset limit to be considered a small bank holding company from $1 billion to $3 billion.  A company that qualifies as a small bank holding company is not subject to the Federal Reserve’s consolidated capital rules, although a company that so qualifies may continue to file reports that include such capital amounts and ratios.  The Company has elected to continue to report those amounts and ratios. As of December 31, 2021, the most recent notification from the regulatory agencies categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Bank’s category. The Bank’s actual capital amounts and ratios at December 31, 2021 and 2020 are presented below: Actual For Capital Adequacy‎Purposes To be Well Capitalized under‎Prompt Corrective Action‎Provisions Amount Ratio Amount Ratio Amount Ratio (Dollar Amounts in Thousands) December 31, 2021: Total capital (to risk-weighted assets)$ 135,004 14.0% $≥ 77,045 ≥ 8.0% $≥ 96,306 ≥ 10.0% Tier 1 common capital (to risk-weighted assets) 123,520 12.8 ≥ 43,338 ≥ 4.5 ≥ 62,599 ≥ 6.5 Tier 1 capital (to risk-weighted assets) 123,520 12.8 ≥ 57,784 ≥ 6.0 ≥ 77,045 ≥ 8.0 Tier 1 capital (to average assets) 123,520 7.7 ≥ 64,091 ≥ 4.0 ≥ 80,114 ≥ 5.0 December 31, 2020: Total capital (to risk-weighted assets)$ 119,583 13.1% $≥ 73,119 ≥ 8.0% $≥ 91,399 ≥ 10.0% Tier 1 common capital (to risk-weighted assets) 109,013 11.9 ≥ 41,130 ≥ 4.5 ≥ 59,409 ≥ 6.5 Tier 1 capital (to risk-weighted assets) 109,013 11.9 ≥ 54,839 ≥ 6.0 ≥ 73,119 ≥ 8.0 Tier 1 capital (to average assets) 109,013 8.1 ≥ 53,721 ≥ 4.0 ≥ 67,152 ≥ 5.0 The Company’s actual capital amounts and ratios at December 31, 2021 and 2020 are presented below: Actual For Capital Adequacy‎Purposes Amount Ratio Amount Ratio (Dollar Amounts in Thousands) December 31, 2021: Total capital (to risk-weighted assets)$ 135,193 14.0% $≥ 76,991 ≥ 8.0% Tier 1 common capital (to risk-weighted assets) 123,709 12.9 ≥ 43,307 ≥ 4.5 Tier 1 capital (to risk-weighted assets) 123,709 12.9 ≥ 57,743 ≥ 6.0 Tier 1 capital (to average assets) 123,709 7.7 ≥ 64,092 ≥ 4.0 December 31, 2020: Total capital (to risk-weighted assets)$ 119,807 13.1% $≥ 73,122 ≥ 8.0% Tier 1 common capital (to risk-weighted assets) 109,237 12.0 ≥ 41,131 ≥ 4.5 Tier 1 capital (to risk-weighted assets) 109,237 12.0 ≥ 54,841 ≥ 6.0 Tier 1 capital (to average assets) 109,237 8.1 ≥ 53,722 ≥ 4.0 The Bank is subject to certain restrictions on the amount of dividends that it may declare due to regulatory considerations. The Pennsylvania Banking Code provides that cash dividends may be declared and paid only out of accumulated net earnings.
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Fair Value Of Financial Instruments
 12 Months Ended
Dec. 31, 2021
Fair Value Of Financial Instruments [Abstract]  
Fair Value Of Financial Instruments Note 14 - Fair Value of Financial Instruments The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions. US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. ‎ For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy utilized at December 31, 2021 and 2020 are as follows: Description(Level 1) Quoted Prices in Active Markets for Identical Assets (Level 2) Significant Other Observable Inputs (Level 3) Significant Unobservable Inputs Total (In Thousands) U.S. Government agency obligations$ - $ 28,858 $ - $ 28,858 Municipal bonds - 61,104 - 61,104 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial - 530 - 530 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential - 219,772 - 219,772 December 31, 2021 Securities available for sale$ - $ 310,264 $ - $ 310,264 U.S. Treasury securities$ - $ 9,998 $ - $ 9,998 U.S. Government agency obligations - 39,036 - 39,036 Municipal bonds - 39,376 - 39,376 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial - 543 - 543 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential - 41,987 - 41,987 December 31, 2020 Securities available for sale$ - $ 130,940 $ - $ 130,940 The fair value of securities available for sale are determined by 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. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things. For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2021 and 2020 are as follows: Description(Level 1) Quoted Prices in Active Markets for Identical Assets (Level 2) Significant Other Observable Inputs (Level 3) Significant Unobservable Inputs Total (In Thousands) December 31, 2021 Impaired loans$ - $ - $ 916 $ 916 December 31, 2020 Impaired loans$ - $ - $ 1,361 $ 1,361 Impaired loans are those that are accounted for under existing FASB guidance, in which the Bank 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. Fair values may also include qualitative adjustments by management based on economic conditions and liquidation expenses. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. Real estate properties acquired through, or in lieu of, foreclosure are to be sold and are carried at fair value less estimated cost to sell. Fair value is based upon independent market prices or appraised value of the property. These assets would be included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement. At both December 31, 2021 and December 31, 2020, the Company had no real estate properties acquired through, or in lieu of, foreclosure. The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value: Quantitative Information about Level 3 Fair Value Measurements DescriptionFair Value‎Estimate Valuation Techniques Unobservable Input Range‎(Weighted Average) (Dollars In Thousands) December 31, 2021: Impaired loans$ 916 Appraisal of collateral and‎ Appraisal adjustments (1) 0% to -25% (-22.8%) pending agreement of sale Liquidation expenses (2) 0% to -8.5% (-7.7%) December 31, 2020: Impaired loans$ 1,361 Appraisal of collateral and‎ Appraisal adjustments (1) 0% to -25% (-15.1%) pending agreement of sale Liquidation expenses (2) 0% to -10.0% (-8.5%) (1)Appraisals may be adjusted by management for qualitative factors including economic conditions and the age of the appraisal. The range and weighted average of appraisal adjustments are presented as a percent of the appraisal. (2)Appraisals and pending agreements of sale are adjusted by management for liquidation expenses. The range and weighted average of liquidation expense adjustments are presented as a percent of the appraisal or pending agreement of sale. ‎ The estimated fair values of the Company’s financial instruments were as follows at December 31, 2021 and 2020: (Level 1) Quoted (Level 2) Prices in Significant (Level 3) Active Other Significant Carrying Fair Value Markets for Observable Unobservable Amount Estimate Identical Assets Inputs Inputs (In Thousands)December 31, 2021: Financial assets: Cash and cash equivalents$ 169,692 $ 169,692 $ 169,692 $ - $ -Securities available-for-sale 310,264 310,264 - 310,264 -Loans receivable, net of allowance 1,096,555 1,141,467 - - 1,141,467Paycheck Protection Program loans receivable 8,568 8,163 - - 8,163Restricted investments in bank stock 1,424 1,424 - 1,424 -Accrued interest receivable 2,603 2,603 - 2,603 -Financial liabilities: Deposits 1,467,025 1,467,938 - 1,467,938 -Securities sold under agreements to repurchase and federal funds purchased 11,252 11,252 - 11,252 -Long-term borrowings 14,651 14,665 - - 14,665Accrued interest payable 652 652 - 652 -Off-balance sheet financial instruments: Commitments to grant loans - - - - -Unfunded commitments under lines of credit - - - - -Standby letters of credit - - - - - December 31, 2020: Financial assets: Cash and cash equivalents$ 131,907 $ 131,907 $ 131,907 $ - $ -Securities available-for-sale 130,940 130,940 - 130,940 -Loans receivable, net of allowance 1,079,339 1,158,545 - - 1,158,545Paycheck Protection Program loans receivable 54,334 54,632 - 54,632Restricted investments in bank stock 1,330 1,330 - 1,330 -Accrued interest receivable 3,136 3,136 - 3,136 -Financial liabilities: Deposits 1,232,379 1,235,483 - 1,235,483 -Securities sold under agreements to repurchase and federal funds purchased 13,612 13,612 - 13,612 -Long-term borrowings 14,651 14,707 - - 14,707Paycheck Protection Program Liquidity Facility 50,794 50,810 - - 50,810Accrued interest payable 1,640 1,640 - 1,640 -Off-balance sheet financial instruments: Commitments to grant loans - - - - -Unfunded commitments under lines of credit - - - - -Standby letters of credit - - - - -
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Transactions With Executive Officers, Directors And Principal Stockholders
 12 Months Ended
Dec. 31, 2021
Transactions With Executive Officers, Directors And Principal Stockholders [Abstract]  
Transactions With Executive Officers, Directors And Principal Stockholders Note 15 - Transactions with Executive Officers, Directors and Principal StockholdersThe Company has had, and may be expected to have in the future, banking transactions in the ordinary course of business with its executive officers, directors, principal stockholders, their immediate families, and affiliated companies (commonly referred to as related parties). Related parties were indebted to the Company for loans totaling $15.3 million and $16.2 million at December 31, 2021 and 2020, respectively. During 2021, loans totaling $857 thousand were disbursed and loan repayments totaled $1.8 million. Deposits with related parties were $17.1 million and $18.4 million at December 31, 2021 and 2020, respectively. Fees paid to related parties for legal services for the years ended December 31, 2021 and 2020 were approximately $59 thousand and $29 thousand, respectively. The Company leases its main banking office from an investment group comprised of related parties and its West Broad Street office also from a related party, as disclosed in Note 16.
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Lease Commitments
 12 Months Ended
Dec. 31, 2021
Lease Commitments [Abstract]  
Lease Commitments Note 16 - Lease Commitments The Company’s leases are all classified as operating leases. Currently, many of these leases contain renewal options. The Company has reviewed and based the right of use assets and lease liabilities on the present value of unpaid future minimum lease payments. Additionally, the amounts for the branch leases were impacted by assumptions around renewals and/or extensions and the interest rate used to discount those future lease obligations. The Company used the FHLB advance rates to calculate the discount rate in their review because none of the Company’s leases provided an implicit rate. At December 31, 2021 and 2020 the weighted average discount rate for all operating leases was 2.90% and 3.00%, respectively, with branch leases having a weighted average discount rate of 2.93% and 3.04%, respectively, and equipment leases having a weighted average discount rate of 1.08% and 1.20%, respectively. These leases expire at various dates through October 2030. All operating equipment leases do not have renewal language in their contracts and therefore use the current term. As of December 31, 2021, the operating leases overall had a weighted average lease term of 5.78 years, with the branch leases having a weighted average life of 5.83 years and equipment leases having a weighted average life of 3.19 years. At December 31, 2021, the Company had right of use assets of $8.7 million (included in other assets) and lease liabilities of $8.9 million (included in other liabilities) and at December 31, 2020, the Company had right of use assets of $9.0 million (included in other assets) and lease liabilities of $9.2 million (included in other liabilities), respectively. The cost for operating leases was $1.8 million for the year ended December 31, 2020 and the cost of operating leases was $1.7 million, including short-term lease cost of $18 thousand, for the year ended December 31, 2020, respectively. Operating cash flow paid for lease liabilities was $1.8 million for the year ended December 31, 2021 and $1.6 million for the year ended December 31, 2020, respectively. In addition to fixed rentals, the leases require the Company to pay certain additional expenses of occupying these spaces, including real estate taxes, insurance, utilities, and repairs. These additional expenses, along with depreciation on leasehold improvements, are included in occupancy and equipment expense in the Consolidated Statements of Income. A portion of these leases are with related parties as noted in the following table. ‎ A reconciliation of operating lease liabilities by minimum lease payments by year and in aggregate and discount amounts in aggregate, as of December 31, 2021, are as follows: Branch Leases Equipment Third Parties Related Parties Leases Total (In Thousands)2022$ 1,118 $ 660 $ 55 $ 1,8332023 1,135 672 41 1,8482024 1,065 685 39 1,7892025 761 698 22 1,4812026 740 671 - 1,411Thereafter 1,231 55 - 1,286Total Payments 6,050 3,441 157 9,648Less: Discount Amount 431 280 2 713Total Lease Liability$ 5,619 $ 3,161 $ 155 $ 8,935 Rent expense to related parties was $661 thousand for the years ended December 31, 2021 and 2020, respectively, as described in Note 15.
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Federal Income Taxes
 12 Months Ended
Dec. 31, 2021
Federal Income Taxes [Abstract]  
Federal Income Taxes Note 17 - Federal Income Taxes The components of income tax expense are as follows: Year Ended December 31, 2021 2020 (In Thousands) Current$ 4,324 $ 3,479 Deferred (258) (558) Income Tax Expense$ 4,066 $ 2,921 A reconciliation of the statutory federal income tax at a rate of 21% as of December 31, 2021 and December 31, 2020 to the income tax expense included in the consolidated statements of income is as follows: Years Ended December 31, 2021 2020 (In Thousands) Dollar % Dollar % Federal income tax at statutory rate$ 4,379 21.0% $ 3,303 21.0% Tax-exempt interest (243) (1.2)% (208) (1.3)% Bank owned life insurance (104) (0.5)% (171) (1.1)% Other 34 0.2% (3) 0.0% Income Tax Expense$ 4,066 19.5% $ 2,921 18.6% The Company evaluates its tax positions which is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a likelihood of being realized on examination of more than 50 percent. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Under the “more likely than not” threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. As of December 31, 2021 and 2020, the Company had no material unrecognized tax benefits or accrued interest and penalties. The Company’s policy is to account for interest as a component of interest expense and penalties as a component of other expense. The components of the net deferred tax asset (included in other assets) are as follows: December 31, 2021 2020 (In Thousands) Deferred tax assets: Allowance for loan losses$ 2,412  $ 2,220 Deferred compensation 1,406  1,261 Lease liability 1,876  1,938 Unrealized loss on securities available for sale 317  -Other 19  4  Total Deferred Tax Assets 6,030  5,423  Deferred tax liabilities: Premises and equipment 87  53 Prepaid assets 321  221 Deferred loan costs 589  629 Right of use asset 1,834  1,896 Unrealized gain on securities available for sale - 781  Total Deferred Tax Liabilities$ 2,831  $ 3,580  Net Deferred Tax Asset $ 3,199  $ 1,843  Based upon the level of historical taxable income and projections for future taxable income over periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences.
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Parent Company Only Financial
 12 Months Ended
Dec. 31, 2021
Parent Company Only Financial [Abstract]  
Parent Company Only Financial Note 18 – Parent Company Only Financial Condensed financial information pertaining only to the parent company, Embassy Bancorp, Inc., is as follows: BALANCE SHEETS December 31, 2021 2020 (In Thousands) ASSETS Cash$ 481  $ 473  Other assets 43  33  Investment in subsidiary 122,325  111,950  Total Assets$ 122,849  $ 112,456  LIABILITIES AND STOCKHOLDERS’ EQUITY Other liabilities$ 334  $ 282  Stockholders’ equity 122,515  112,174  Total Liabilities and Stockholders’ Equity$ 122,849  $ 112,456  STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Years Ending December 31, 2021 2020 (In Thousands) Other expenses$ (482) $ (449) Equity in net income of banking subsidiary 17,171  13,169  Income before income taxes 16,689  12,720  Income tax benefit 97  90  Net income$ 16,786  $ 12,810  Equity in other comprehensive (loss) gain of banking subsidiary (4,131) 1,597  Comprehensive income$ 12,655  $ 14,407  ‎ STATEMENT OF CASH FLOWS Years Ending December 31, 2021 2020 (In Thousands) Cash Flows from Operating Activities: Net income$ 16,786  $ 12,810  Adjustments to reconcile net income to net cash used in operating activities: Stock compensation expense 432  286  Net change in other assets and liabilities 42  39  Equity in net income of banking subsidiary (17,171) (13,169) Net Cash Provided By (Used in) Operating Activities 89  (34) Cash Flows Provided By Investing Activities: Dividend from banking subsidiary 2,665  2,385  Cash Flows from Financing Activities: Exercise of stock options, net of payment for stock tendered, and proceeds from employee stock purchase plan 177  275  Purchase of treasury stock (670) (765) Dividends paid (2,253) (1,644) Net Cash Used in Financing Activities (2,746) (2,134) Net Increase in Cash 8  217  Cash – Beginning 473  256  Cash – Ending$ 481  $ 473 ‎
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Summary Of Significant Accounting Policies (Policy)
 12 Months Ended
Dec. 31, 2021
Summary Of Significant Accounting Policies [Abstract]  
Principles Of Consolidation And Nature Of Operations Principles of Consolidation and Nature of Operations Embassy Bancorp, Inc. (the “Company”) is a Pennsylvania corporation organized in 2008 and registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Company was formed for purposes of acquiring Embassy Bank For The Lehigh Valley (the “Bank”) in connection with the reorganization of the Bank into a bank holding company structure, which was consummated on November 11, 2008. Accordingly, the Company owns all of the capital stock of the Bank, giving the organization more flexibility in meeting its capital needs as the Company continues to grow. The Bank, which is the Company’s principal operating subsidiary, was originally incorporated as a Pennsylvania bank on May 11, 2001 and opened its doors on November 6, 2001. It was formed by a group of local business persons and professionals with significant prior experience in community banking in the Lehigh Valley area of Pennsylvania, the Bank’s primary market area.
Estimates Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of other-than-temporary impairment on available for sale debt securities, and the determination of the allowance for loan losses.
Concentrations Of Credit Risk Concentrations of Credit Risk Most of the Company’s activities are with customers located in the Lehigh Valley area of Pennsylvania. Note 3 discusses the types of securities in which the Company invests. The concentrations of credit by type of loan are set forth in Note 4. The Company does not have any significant concentrations to any one specific industry or customer, with the exception of lending activity to a broad range of lessors of residential and non-residential real estate within the Lehigh Valley. Although the Company has a diversified loan portfolio, its debtors’ ability to honor their contracts is influenced by the region’s economy.
Presentation Of Cash Flows Presentation of Cash Flows For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing demand deposits with banks, and federal funds sold. Generally, federal funds are purchased or sold for less than one week periods.
Securities Securities Securities classified as available for sale are those securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Securities available for sale are carried at fair value. Any decision to sell a security classified as available for sale would be based on various factors, including significant movement in interest rates, changes in maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors. Unrealized gains and losses are reported as increases or decreases in other comprehensive income. Realized gains or losses, determined on the basis of the cost of the specific securities sold, are included in earnings. Premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Other-than-temporary accounting guidance specifies that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. The Company recognized no other-than-temporary impairment charges during the years ended December 31, 2021 and 2020.
Restricted Investments In Bank Stock Restricted Investments in Bank Stock Restricted investments in bank stock consist of FHLBank Pittsburgh (“FHLB”) stock and Atlantic Community Bankers Bank (“ACBB”) stock. The restricted stocks have no quoted market value and are carried at cost. Federal law requires a member institution of the FHLB to hold stock of its district FHLB according to a predetermined formula. Management evaluates the FHLB and ACBB restricted stock for impairment. 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. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the issuer as compared to the capital stock amount for the issuer and the length of time this situation has persisted, (2) commitments by the issuer to make payments required by law or regulation and the level of such payments in relation to the operating performance of the issuer, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the issuer. Management believes no impairment charge is necessary related to the FHLB or ACBB restricted stock as of December 31, 2021. No impairment charge was taken related to the FHLB or ACBB restricted stock as of December 31, 2020.
Loans Receivable Loans Receivable Loans 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, net of any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield using the effective interest method.  Premiums and discounts on purchased loans are amortized as adjustments to interest income using the effective interest method.  Delinquency fees are recognized in income when collected. As described in Note 2, the Company originated Paycheck Protection Program (“PPP”) loans as part of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and subsequent 2021 Consolidated Appropriations Act (“CAA”). The non-PPP loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following classes: commercial real estate, commercial construction and commercial. Consumer loans consist of the following classes: residential real estate and other consumer loans. The Company makes commercial loans for real estate development and other business purposes required by the customer base. The Company’s credit policies determine advance rates against the different forms of collateral that can be pledged against commercial loans. Typically, the majority of loans will be limited to a percentage of their underlying collateral values such as real estate values, equipment, eligible accounts receivable and inventory. Individual loan advance rates may be higher or lower depending upon the financial strength of the borrower and/or term of the loan. The assets financed through commercial loans are used within the business for its ongoing operation. Repayment of these kinds of loans generally comes from the cash flow of the business or the ongoing conversion of assets. Commercial real estate loans include long-term loans financing commercial properties. Repayments of these loans are dependent upon either the ongoing cash flow of the borrowing entity or the resale of or lease of the subject property. Commercial real estate loans typically require a loan to value ratio of not greater than 80% and vary in terms. Residential mortgages and home equity loans are secured by the borrower’s residential real estate in either a first or second lien position. Residential mortgages and home equity loans have varying interest rates (fixed or variable) depending on the financial condition of the borrower and the loan to value ratio. Residential mortgages may have amortizations up to 30 years and home equity loans may have maturities up to 25 years. Other consumer loans include installment loans, car loans, and overdraft lines of credit. Some of these loans may be unsecured. For all classes of loans receivable, the accrual of interest may be 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. Interest received on nonaccrual loans, including impaired loans, generally is applied against 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.
Allowance For Loan Losses Allowance for Loan Losses The allowance for loan losses represents management’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, or portions of loans, determined to be confirmed losses are charged against the allowance account and subsequent recoveries, if any, are credited to the account. A loss is considered confirmed when information available at the balance sheet date indicates the loan, or a portion thereof, is uncollectible. As further described in Note 2, because of the 100% SBA guarantee, the Company has determined that no allowance for loan losses is required on PPP loans. Management performs a quarterly evaluation of the adequacy of the allowance.  The allowance is based on the Company’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. Management maintains the allowance for loan losses at a level it believes adequate to absorb probable credit losses related to specifically identified loans, as well as probable incurred losses inherent in the remainder of the loan portfolio as of the balance sheet dates. The allowance for loan losses account consists of specific and general reserves. For the specific portion of the allowance for loan losses, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. All amounts due according to the contractual terms means that both the contractual interest and principal payments of a loan will be collected as scheduled in the loan agreement. Factors considered by management in determining impairment include payment status, ability to pay 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. Management 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 considered impaired are measured for impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. If the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, if the loan is collateral dependent, is less than the recorded investment in the loan, including accrued interest and net deferred loan fees or costs, the Company will recognize the impairment by adjusting the allowance for loan losses account through charges to earnings as a provision for loan losses. For loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. 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, loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property. For commercial and industrial 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. The general portion of the allowance for loan losses covers pools of loans by major loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate and other consumer loans. Loss contingencies for each of the major loan pools are determined by applying a total loss factor to the current balance outstanding for each individual pool. The total loss factor is comprised of a historical loss factor using the loss migration method plus a qualitative factor, which adjusts the historical loss factor for changes in trends, conditions and other relevant factors that may affect repayment of the loans in these pools as of the evaluation date. Loss migration involves determining the percentage of each pool that is expected to ultimately result in loss based on historical loss experience. Historical loss factors are based on the ratio of net loans charged-off to loans, net, for each of the major groups of loans. The historical loss factor for each pool, includes but is not limited to, an average of the Company’s historical net charge-off ratio for the most recent rolling four years plus current year to date. In addition to these historical loss factors, management also uses a qualitative factor that represents a number of environmental risks that may cause estimated credit losses associated with the current portfolio to differ from historical loss experience. These environmental risks include: (i) changes in lending policies and procedures including underwriting standards and collection, charge-off and recovery practices; (ii) changes in the composition and volume of the portfolio; (iii) changes in national, local and industry conditions, including the effects of such changes on the value of underlying collateral for collateral-dependent loans; (iv) changes in the volume and severity of classified loans, including past due, nonaccrual, troubled debt restructures and other loan modifications; (v) changes in the levels of, and trends in, charge-offs and recoveries; (vi) the existence and effect of any concentrations of credit and changes in the level of such concentrations; (vii) changes in the experience, ability and depth of lending management and other relevant staff; (viii) changes in the quality of the loan review system and the degree of oversight by the board of directors; and (ix) the effect of external factors such as competition and regulatory requirements on the level of estimated credit losses in the current loan portfolio. Each environmental risk factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation. In 2020 and 2021, the Bank adjusted the economic risk factor, loan modifications risk factor, and other external factor methodologies to incorporate the current economic implications, unemployment rates and amount of loan modifications due to the COVID-19 pandemic, leading to the increase in the allowance for loan losses as a percentage of total loans. All loans that received a CARES Act Section 4013 modification are provided additional qualitative reserve in the Company’s allowance for loan loss calculation. The unallocated component of the general allowance is used to cover inherent losses that exist as of the evaluation date, but which have not been identified as part of the allocated allowance using the above impairment evaluation methodology due to limitations in the process. One such limitation is the imprecision of accurately estimating the impact current economic conditions will have on historical loss rates. Variations in the magnitude of impact may cause estimated credit losses associated with the current portfolio to differ from historical loss experience, resulting in an allowance that is higher or lower than the anticipated level. The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors, and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payment, for commercial and consumer loans. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans criticized as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weakness may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness and borrowers are highly leveraged. They include loans that are inadequately protected by the current sound net worth and the paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass. Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company 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 management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.
Other Real Estate Owned Other Real Estate Owned Other real estate owned is comprised of properties acquired through foreclosure proceedings or acceptance of a deed-in-lieu of foreclosure and loans classified as in-substance foreclosures.  A loan is classified as an in-substance foreclosure when the Company has taken possession of the collateral, regardless of whether formal foreclosure proceedings take place. Other real estate owned is recorded at fair value less cost to sell at the time of acquisition. Any excess of the loan balance over the recorded value is charged to the allowance for loan losses at the time of acquisition. After foreclosure, valuations are periodically performed and the assets are carried at the lower of cost or fair value less cost to sell. Changes in the valuation allowance on foreclosed assets are included in other non-interest income. Costs to maintain the assets are included in other non-interest expenses. Any gain or loss realized upon disposal of other real estate owned is included in other non-interest income. There were no foreclosed assets as of December 31, 2021 and 2020.
Bank Owned Life Insurance Bank Owned Life Insurance The Company invests in bank owned life insurance (“BOLI”) as a tax deferred investment and a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Company on certain of its employees and directors. The Company is the owner and primary beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from increases in cash surrender value of the policies is included in non-interest income and is not subject to income taxes unless surrendered. The Company does not intend to surrender these policies, and accordingly, no deferred taxes have been recorded on the earnings from these policies. Subsequent to the December 31, 2021 balance sheet date, in January 2022, a former Company employee in which the Company had purchased BOLI policies, passed away. The Company expects to collect approximately $720 thousand of death proceeds on those policies, for an estimated net gain of approximately $435 thousand.
Premises And Equipment Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the following estimated useful lives of the related assets: furniture, fixtures and equipment for five years to ten years, leasehold improvements for the life of the lease, building for forty years, computer equipment and data processing software for one year to five years, and automobiles for five years.
Transfers Of Financial Assets Transfers of Financial Assets Transfers of financial assets, including sales of loan participations, are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Advertising Costs ‎ Advertising Costs The Company follows the policy of charging the costs of advertising to expense as incurred.
Income Taxes Income Taxes Income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to taxable income. Deferred income taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and net operating loss carry forwards and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Earnings Per Share Earnings Per Share Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period, as adjusted for stock dividends and splits. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method. Year Ended December 31, 2021 2020 (Dollars In Thousands, Except Per Share Data) Net income$ 16,786 $ 12,810 Weighted average shares outstanding 7,517,669 7,469,952 Dilutive effect of potential common shares, stock options 37,116 53,643 Diluted weighted average common shares outstanding 7,554,785 7,523,595 Basic earnings per share$ 2.23 $ 1.71 Diluted earnings per share$ 2.22 $ 1.70 There were no stock options not considered in computing diluted earnings per common share for the years ended December 31, 2021 and December 31, 2020.
Employee Benefit Plan Employee Benefit Plan The Company has a 401(k) Plan (the “Plan”) for employees. All employees are eligible to participate after they have attained the age of 21 and have also completed 6 consecutive months of service during which at least 500 hours of service are completed. The employees may contribute up to the maximum percentage allowable by law of their compensation to the Plan, and the Company provides a match of fifty percent of the first 8% percent to eligible participating employees. Full vesting in the Plan is prorated equally over a four year period. The Company’s contributions to the Plan for the years ended December 31, 2021 and 2020 were $278 thousand and $228 thousand, respectively.
Off Balance Sheet Financial Instruments ‎ Off Balance Sheet Financial Instruments In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the consolidated balance sheet when they are funded.
Comprehensive Income Comprehensive Income US GAAP requires that recognized revenue, expenses, gains, and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income.
Stock-Based Compensation Stock-Based Compensation The Company measures and records compensation expense for share-based payments based on the instrument's fair value on the date of grant. The fair value of each stock option grant is measured using the Black-Scholes option pricing model. The fair value of stock awards is based on the Company's stock price. Share-based compensation expense is recognized over the service period, generally defined as the vesting period.
Non-Interest Income Non-Interest Income The majority of the Company’s revenue-generating transactions are not subject to Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, including revenue generated from financial instruments, such as its loans and investment securities, as these activities are subject to other US GAAP discussed elsewhere within the Company’s disclosures. Descriptions of the Company’s revenue-generating activities that are within the scope of Topic 606, which are presented in the consolidated statement of income as components of non-interest income, are merchant processing and credit card processing fees, debit card interchange fees, other service fees on deposit accounts, and gains and losses on other real estate owned. Credit card processing fees include income from consumer and commercial credit cards and merchant processing income. Income for such performance obligations are generally received at the time the performance obligations are satisfied or within the monthly service period. Service fees on deposit accounts represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when the Company’s performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). The Company recognizes debit card interchange fees daily from debit cardholder transactions conducted through the MasterCard payment network. The Company records a gain or loss from the sale of other real estate owned when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of other real estate owned to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction prices and related gain or loss on the sale if a significant financing component is present. The Company does not sell its mortgages on the secondary market, nor does it offer trust or investment brokerage services to its customers to generate fee income.
Subsequent Events Subsequent Events The Company has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 2021 through the date these consolidated financial statements were available for issuance for items that should potentially be recognized or disclosed in these consolidated financial statements.
Future Accounting Standards Future Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses”. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In November 2019, the FASB issued an update to defer the implementation date for smaller reporting companies from 2020 to 2023. The Company currently qualifies as a smaller reporting company under SEC Regulation S-K and, therefore, the guidance is effective for the Company in 2023. The Company has not yet determined the impact this standard will have on its financial statements or results of operations. Management has gathered all necessary data and reviewed potential methods to calculate the expected credit losses. Management is currently calculating sample expected loss computations and developing the allowance methodology and assumptions that will be used under the new standard. Management will continue to progress on its implementation project plan and improve the Company’s approach throughout the deferral period.
Reclassification Reclassification Certain amounts in the 2020 consolidated financial statements may have been reclassified to conform to 2021 presentation. These reclassifications had no effect on 2020 net income.
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Securities Sold under Agreements to Repurchase and Offsetting Assets and Liabilities (Policy)
 12 Months Ended
Dec. 31, 2021
Securities Sold Under Agreements To Repurchase And Offsetting Assets And Liabilities [Abstract]  
Securities Sold Under Agreements To Repurchase Securities sold under agreements to repurchase generally mature within a few days from the transaction date and are reflected at the amount of cash received in connection with the transaction. The securities are retained under the Company’s control at its safekeeping agent. The Company adjusts collateral based on the fair value of the underlying securities, on a monthly basis.
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Summary Of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2021
Summary Of Significant Accounting Policies [Abstract]  
Earnings Per Share Year Ended December 31, 2021 2020 (Dollars In Thousands, Except Per Share Data) Net income$ 16,786 $ 12,810 Weighted average shares outstanding 7,517,669 7,469,952 Dilutive effect of potential common shares, stock options 37,116 53,643 Diluted weighted average common shares outstanding 7,554,785 7,523,595 Basic earnings per share$ 2.23 $ 1.71 Diluted earnings per share$ 2.22 $ 1.70
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COVID-19 (Tables)
 12 Months Ended
Dec. 31, 2021
COVID-19 [Abstract]  
Schedule Of COVID-19 Payment Accommodations Based On Loan Type And Amount December 31, 2021 Number of Loans - Payment Accommodation Period Ended Number of Loans - Payment Accommodation Period Active Total Number of Loans Loan Amount - Payment Accommodation Period Ended Loan Amount - Payment Accommodation Period Active Total Loan Amount (Dollars In Thousands)Commercial real estate 116 - 116 $ 101,545 $ - $101,545Commercial 29 - 29 4,107 - 4,107Residential real estate 52 - 52 10,702 - 10,702Consumer 2 - 2 24 - 24Total 199 - 199 $ 116,378 $ - $116,378 December 31, 2020 Number of Loans - Payment Accommodation Period Ended Number of Loans - Payment Accommodation Period Active Total Number of Loans Loan Amount - Payment Accommodation Period Ended Loan Amount - Payment Accommodation Period Active Total Loan Amount (Dollars In Thousands)Commercial real estate 130 7 137 $ 112,016 $ 16,830 $128,846Commercial 43 1 44 7,445 752 8,197Residential real estate 68 4 72 13,517 717 14,234Consumer 2 - 2 31 - 31Total 243 12 255 $ 133,009 $ 18,299 $151,308
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Securities Available For Sale (Tables)
 12 Months Ended
Dec. 31, 2021
Securities Available For Sale [Abstract]  
Amortized Cost And Fair Values Of Securities Available-For-Sale Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value (In Thousands)December 31, 2021: U.S. Government agency obligations$ 29,146 $ - $ (288) $ 28,858Municipal bonds 60,017 1,464 (377) 61,104U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - commercial 511 19 - 530U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 222,101 885 (3,214) 219,772Total$ 311,775 $ 2,368 $ (3,879) $ 310,264 December 31, 2020: U.S. Treasury securities$ 9,998 $ - $ - $ 9,998U.S. Government agency obligations 39,059 1 (24) 39,036Municipal bonds 37,409 1,967 - 39,376U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - commercial 512 31 - 543U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 40,244 1,743 - 41,987Total$ 127,222 $ 3,742 $ (24) $ 130,940
Securities Available-For-Sale By Contractual Maturity Amortized Fair Cost Value (In Thousands) Due in one year or less $ 685 $ 686 Due after one year through five years 30,376 30,091 Due after five years through ten years 6,707 6,983 Due after ten years 51,395 52,202 89,163 89,962 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial 511 530 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential 222,101 219,772 $ 311,775 $ 310,264
Investments' Gross Unrealized Losses And Fair Value Less Than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses December 31, 2021:(In Thousands)U.S. Government agency obligations$ 9,911 $ (84) $ 18,947 $ (204) $ 28,858 $ (288)Municipal bonds 20,722 (377) - - 20,722 (377)U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 190,435 (3,214) - - 190,435 (3,214)Total Temporarily Impaired Securities$ 221,068 $ (3,675) $ 18,947 $ (204) $ 240,015 $ (3,879) December 31, 2020: U.S. Government agency obligations$ 31,369 $ (24) $ - $ - $ 31,369 $ (24)Total Temporarily Impaired Securities$ 31,369 $ (24) $ - $ - $ 31,369 $ (24)
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Loans Receivable and Credit Quality (Tables)
 12 Months Ended
Dec. 31, 2021
Loans Receivable And Credit Quality [Abstract]  
Composition Of Loans Receivable December 31, 2021 2020 (In Thousands) Commercial real estate$ 440,655 $ 452,251 Commercial construction 6,100 12,176 Commercial 41,923 48,114 Residential real estate 618,694 576,437 Consumer 642 640 Total Loans 1,108,014 1,089,618 Unearned net loan origination costs 25 291 Allowance for Loan Losses (11,484) (10,570) Net Loans$ 1,096,555 $ 1,079,339
Activity In Allowance For Loan Losses Commercial Real Estate Commercial Construction Commercial Residential Real Estate Consumer Unallocated Total (In Thousands) Allowance for loan losses Year Ending December 31, 2021 Beginning Balance - December 31, 2020$ 4,379  $ 150  $ 848  $ 4,485  $ 14  $ 694  $ 10,570  Charge-offs - - - (2) (2) - (4) Recoveries - - - 3  - - 3  Provisions 21  (79) 480  232  2  259  915  Ending Balance - December 31, 2021$ 4,400  $ 71  $ 1,328  $ 4,718  $ 14  $ 953  $ 11,484  Year Ending December 31, 2020 Beginning Balance - December 31, 2019$ 3,221  $ 121  $ 770  $ 3,488  $ 19  $ 403  $ 8,022  Charge-offs - - - - - - - Recoveries 24  - - 4  - - 28  Provisions 1,134  29  78  993  (5) 291  2,520  Ending Balance - December 31, 2020$ 4,379  $ 150  $ 848  $ 4,485  $ 14  $ 694  $ 10,570 
Allocation Of Allowance For Loan Losses And Related Loan Portfolio Commercial Real Estate Commercial Construction Commercial Residential Real Estate Consumer Unallocated Total (In Thousands) December 31, 2021 Allowance for Loan Losses Ending Balance$ 4,400 $ 71 $ 1,328 $ 4,718 $ 14 $ 953 $ 11,484Ending balance: individually evaluated for impairment$ - $ 7 $ 41 $ 116 $ - $ - $ 164Ending balance: collectively evaluated for impairment$ 4,400 $ 64 $ 1,287 $ 4,602 $ 14 $ 953 $ 11,320 Loans receivables: Ending balance$ 440,655 $ 6,100 $ 41,923 $ 618,694 $ 642 $ 1,108,014Ending balance: individually evaluated for impairment$ 1,433 $ 311 $ 248 $ 1,508 $ - $ 3,500Ending balance: collectively evaluated for impairment$ 439,222 $ 5,789 $ 41,675 $ 617,186 $ 642 $ 1,104,514 December 31, 2020 Allowance for Loan Losses Ending Balance$ 4,379 $ 150 $ 848 $ 4,485 $ 14 $ 694 $ 10,570Ending balance: individually evaluated for impairment$ 21 $ - $ 23 $ 125 $ - $ - $ 169Ending balance: collectively evaluated for impairment$ 4,358 $ 150 $ 825 $ 4,360 $ 14 $ 694 $ 10,401 Loans receivables: Ending balance$ 452,251 $ 12,176 $ 48,114 $ 576,437 $ 640 $ 1,089,618Ending balance: individually evaluated for impairment$ 1,547 $ 315 $ 230 $ 1,548 $ - $ 3,640Ending balance: collectively evaluated for impairment$ 450,704 $ 11,861 $ 47,884 $ 574,889 $ 640 $ 1,085,978
Schedule Of Impaired Loans Year to Date Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized December 31, 2021 (In Thousands) With no related allowance recorded: Commercial real estate $ 1,433 $ 1,673 $ 981 $ 69 Commercial construction 55 55 249 2 Commercial - - - - Residential real estate 932 1,002 1,283 36 Consumer - - - - With an allowance recorded: Commercial real estate $ - $ - $ - $ 513 $ - Commercial construction 256 256 7 64 8 Commercial 248 248 41 232 10 Residential real estate 576 576 116 586 21 Consumer - - - - - Total: Commercial real estate $ 1,433 $ 1,673 $ - $ 1,494 $ 69 Commercial construction 311 311 7 313 10 Commercial 248 248 41 232 10 Residential real estate 1,508 1,578 116 1,869 57 Consumer - - - - - $ 3,500 $ 3,810 $ 164 $ 3,908 $ 146 December 31, 2020 With no related allowance recorded: Commercial real estate $ 851 $ 1,091 $ 870 $ 49 Commercial construction 315 315 315 10 Commercial - - - - Residential real estate 944 1,014 873 32 Consumer - - - - With an allowance recorded: Commercial real estate $ 696 $ 696 $ 21 $ 699 $ 21 Commercial construction - - - - - Commercial 230 230 23 232 9 Residential real estate 604 604 125 614 22 Consumer - - - 1 - Total: Commercial real estate $ 1,547 $ 1,787 $ 21 $ 1,569 $ 70 Commercial construction 315 315 - 315 10 Commercial 230 230 23 232 9 Residential real estate 1,548 1,618 125 1,487 54 Consumer - - - 1 - $ 3,640 $ 3,950 $ 169 $ 3,604 $ 143
Schedule Of Loan Portfolio By Aggregate Risk Rating Pass Special Mention Substandard Doubtful Total December 31, 2021 (In Thousands)Commercial real estate$ 439,280 $ - $ 1,375 $ - $ 440,655Commercial construction 5,789 - 311 - 6,100Commercial 41,899 24 - - 41,923Residential real estate 617,533 489 672 - 618,694Consumer 642 - - - 642 Total$ 1,105,143 $ 513 $ 2,358 $ - $ 1,108,014 December 31, 2020 Commercial real estate$ 450,823 $ - $ 1,428 $ - $ 452,251Commercial construction 11,861 - 315 - 12,176Commercial 48,114 - - - 48,114Residential real estate 575,344 512 581 - 576,437Consumer 640 - - - 640 Total$ 1,086,782 $ 512 $ 2,324 $ - $ 1,089,618
Schedule Of Nonaccrual Loans December 31, 2021 2020 (In Thousands) Commercial real estate$ - $ - Commercial construction - - Commercial - - Residential real estate 242 274 Consumer - - Total$ 242 $ 274
Schedule Of Past Due Loans 30-59 Days Past Due 60-89 Days Past Due Greater than 90 Days Past Due Total Past Due Current Total Loan‎Receivables Loan Receivables > 90 Days and Accruing December 31, 2021(In Thousands)Commercial real estate$ - $ - $ - $ - $ 440,655 $ 440,655 $ -Commercial construction - - - - 6,100 6,100 -Commercial - - - - 41,923 41,923 -Residential real estate - 12 217 229 618,465 618,694 -Consumer - - - - 642 642 - Total$ - $ 12 $ 217 $ 229 $ 1,107,785 $ 1,108,014 $ - December 31, 2020 Commercial real estate$ 514 $ - $ - $ 514 $ 451,737 $ 452,251 $ -Commercial construction - - - - 12,176 12,176 -Commercial - - - - 48,114 48,114 -Residential real estate 336 - 42 378 576,059 576,437 -Consumer 2 - - 2 638 640 - Total$ 852 $ - $ 42 $ 894 $ 1,088,724 $ 1,089,618 $ -
Troubled Debt Restructuring Outstanding Accrual Loans Non-Accrual Loans Total Modifications (In Thousands) December 31, 2021 Commercial real estate$ 1,027  $ - $ 1,027  Commercial construction 256  - 256  Commercial 248  - 248  Residential real estate 806  13  819  Consumer - - - Total$ 2,337  $ 13  $ 2,350  December 31, 2020 Commercial real estate$ 1,125  $ - $ 1,125  Commercial construction 260  - 260  Commercial 230  - 230  Residential real estate 944  15  959  Consumer - - - Total$ 2,559  $ 15  $ 2,574 
Schedule Of New Restructured Loans Number of Loans Pre-Modification Outstanding Balance Post- Modification Outstanding Balance (Dollars In Thousands) Year Ending December 31, 2021 Commercial 1 $ 24 $ 24 1 $ 24 $ 24
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Financial Instruments With Off-Balance Sheet Risk (Tables)
 12 Months Ended
Dec. 31, 2021
Financial Instruments With Off-Balance Sheet Risk [Abstract]  
Outstanding Financial Instruments Whose Contract Amounts Represent Credit Risk December 31, 2021 2020 (In Thousands) Commitments to grant loans, fixed$ 1,877  $ 5,080  Commitments to grant loans, variable - 75  Unfunded commitments under lines of credit, fixed 17,618  6,833  Unfunded commitments under lines of credit, variable 135,660  123,430  Standby letters of credit 9,522  5,412  Total$ 164,677  $ 140,830 
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Bank Premises And Equipment (Tables)
 12 Months Ended
Dec. 31, 2021
Bank Premises And Equipment [Abstract]  
Components Of Premises And Equipment December 31, 2021 2020 (In Thousands) Furniture, fixtures and equipment$ 4,190  $ 3,902 Leasehold improvements 4,129  3,419 Buildings 1,163  1,141 Computer equipment and data processing software 1,509  4,083 Automobiles 150  272  11,141  12,817 Accumulated depreciation (7,147) (9,471) $ 3,994  $ 3,346 
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Deposits (Tables)
 12 Months Ended
Dec. 31, 2021
Deposits [Abstract]  
Components Of Deposits December 31, 2021 2020 (In Thousands) Demand, non-interest bearing$ 323,513  $ 269,996 Demand, NOW and money market, interest bearing 248,401  199,845 Savings 739,637  546,784 Time, $250 and over 54,739  85,272 Time, other 100,735  130,482 Total deposits$ 1,467,025  $ 1,232,379 
Scheduled Maturities Of Time Deposits 2022$ 103,300  2023 41,791  2024 6,667  2025 1,460  2026 2,256  $ 155,474 
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Securities Sold Under Agreements To Repurchase And Offsetting Assets And Liabilities (Tables)
 12 Months Ended
Dec. 31, 2021
Securities Sold Under Agreements To Repurchase And Offsetting Assets And Liabilities [Abstract]  
Schedule Of Securities Sold Under Agreements To Repurchase 2021 2020 (Dollars In Thousands) Balance outstanding at December 31$ 11,252  $ 13,612  Weighted average interest rate at the end of the year 0.068% 0.058% Average daily balance during the year$ 12,869  $ 11,027  Weighted average interest rate during the year 0.065% 0.159% Maximum month-end balance during the year$ 15,741  $ 14,430 
Schedule Of Liabilities Subject To An Enforceable Master Netting Arrangement Or Repurchase Agreements Net Amounts Gross Gross Amounts of Liabilities Amounts of Offset in the Presented in the Recognized Consolidated Consolidated Financial Cash Collateral Liabilities Balance Sheet Balance Sheet Instruments Pledged Net Amount (In Thousands)December 31, 2021 Repurchase Agreements: Corporate Institutions $ 11,252 $ - $ 11,252 $ (11,252) $ - $ - December 31, 2020 Repurchase Agreements: Corporate Institutions $ 13,612 $ - $ 13,612 $ (13,612) $ - $ -
XML 62 R37.htm IDEA: XBRL DOCUMENT v3.22.0.1
Short-Term And Long-Term Borrowings (Tables)
 12 Months Ended
Dec. 31, 2021
Federal Home Loan Bank [Member]  
Components Of Long-Term Borrowings With FHLB 2021 (Dollars in Thousands) Maturity Date Interest‎Rate Outstanding March 2022 0.79%$ 10,000  March 2022 0.64% 2,663  March 2022 0.61% 1,988  Total Outstanding Borrowings $ 14,651 
XML 63 R38.htm IDEA: XBRL DOCUMENT v3.22.0.1
Stock Incentive Plan And Employee Stock Purchase Plan (Tables)
 12 Months Ended
Dec. 31, 2021
Stock Incentive Plan And Employee Stock Purchase Plan [Abstract]  
Summary of Non-Vested Stock Awards Restricted Stock Awards Weighted Average Grant Date Fair Value Non-Vested at December 31, 2019 35,254  $ 13.63  Granted 47,186  12.45  Vested (20,656) 12.82  Non-Vested at December 31, 2020 61,784  $ 13.13  Granted 22,307  17.60 Vested (30,367) 14.19 Non-Vested at December 31, 2021 53,724  $ 14.38 
Schedule Of Stock Options Activity Under The Plans Number of‎Options Weighted‎Average Exercise Price Outstanding, December 31, 2019 116,243  $ 7.34  Granted - - Exercised (52,611) 7.00  Forfeited - - Outstanding, December 31, 2020 63,632  $ 7.61  Granted - - Exercised (29,742) 7.00  Forfeited - - Outstanding, December 31, 2021 33,890  $ 8.15  Exercisable, December 31, 2021 33,890  $ 8.15 
Schedule Of Stock Options Outstanding By Exercise Price Range Range of Exercise‎Price Weighted‎Average‎Exercise Price Number ‎Outstanding Weighted Average Remaining Contractual Life (Years) Number‎Exercisable $6.01 to $8.02 $ 7.51 29,663 1.05 29,663 $12.03 to $14.03 $ 12.64 4,227 3.98 4,227 33,890 1.41 33,890
XML 64 R39.htm IDEA: XBRL DOCUMENT v3.22.0.1
Other Comprehensive (Loss) Income (Tables)
 12 Months Ended
Dec. 31, 2021
Other Comprehensive (Loss) Income [Abstract]  
Components Of Other Comprehensive (Loss) Income, Both Before Tax And Net Of Tax Year Ended December 31, 2021 2020 (In Thousands) Before Tax Net of Before Tax Net of Tax Effect Tax Tax Effect TaxChange in accumulated other comprehensive (loss) income: Unrealized holding (losses) gains on securities ‎   available for sale $(5,205) $1,093 $(4,112) $ 2,149 $(451) $ 1,698Reclassification adjustments for gains on securities‎   transactions included in net income (A),(B) (24) 5 (19) (128) 27 (101)Total other comprehensive (loss) income $ (5,229) $1,098 $ (4,131) $ 2,021 $(424) $ 1,597 (A) Realized gains on securities transactions included in gain on sales of securities in the accompanying Consolidated Statements of Income.(B) Tax effect included in income tax expense in the accompanying Consolidated Statements of Income.
Summary Of Realized Gains On Securities Available For Sale, Net Of Tax Year Ended Year Ended December 31, 2021 2020 (In Thousands)Securities available for sale: Realized gains on securities transactions $ (24) $ (128)Income taxes 5 27Net of tax $ (19) $ (101)
Summary Of Accumulated Other Comprehensive (Loss) Income, Net Of Tax Securities Available for Sale (In Thousands)Year Ended December 31, 2021 and 2020 Balance January 1, 2021 $2,937Other comprehensive loss before reclassifications (4,112)Amounts reclassified from accumulated other ‎   comprehensive income (19)Net other comprehensive loss during the period (4,131)Balance December 31, 2021 $(1,194) Balance January 1, 2020 $1,340Other comprehensive income before reclassifications 1,698Amounts reclassified from accumulated other ‎   comprehensive income (101)Net other comprehensive income during the period 1,597Balance December 31, 2020 $2,937
XML 65 R40.htm IDEA: XBRL DOCUMENT v3.22.0.1
Regulatory Matters (Tables)
 12 Months Ended
Dec. 31, 2021
Regulatory Matters [Abstract]  
Schedule Of Actual Capital Amounts And Ratios The Bank’s actual capital amounts and ratios at December 31, 2021 and 2020 are presented below: Actual For Capital Adequacy‎Purposes To be Well Capitalized under‎Prompt Corrective Action‎Provisions Amount Ratio Amount Ratio Amount Ratio (Dollar Amounts in Thousands) December 31, 2021: Total capital (to risk-weighted assets)$ 135,004 14.0% $≥ 77,045 ≥ 8.0% $≥ 96,306 ≥ 10.0% Tier 1 common capital (to risk-weighted assets) 123,520 12.8 ≥ 43,338 ≥ 4.5 ≥ 62,599 ≥ 6.5 Tier 1 capital (to risk-weighted assets) 123,520 12.8 ≥ 57,784 ≥ 6.0 ≥ 77,045 ≥ 8.0 Tier 1 capital (to average assets) 123,520 7.7 ≥ 64,091 ≥ 4.0 ≥ 80,114 ≥ 5.0 December 31, 2020: Total capital (to risk-weighted assets)$ 119,583 13.1% $≥ 73,119 ≥ 8.0% $≥ 91,399 ≥ 10.0% Tier 1 common capital (to risk-weighted assets) 109,013 11.9 ≥ 41,130 ≥ 4.5 ≥ 59,409 ≥ 6.5 Tier 1 capital (to risk-weighted assets) 109,013 11.9 ≥ 54,839 ≥ 6.0 ≥ 73,119 ≥ 8.0 Tier 1 capital (to average assets) 109,013 8.1 ≥ 53,721 ≥ 4.0 ≥ 67,152 ≥ 5.0 The Company’s actual capital amounts and ratios at December 31, 2021 and 2020 are presented below: Actual For Capital Adequacy‎Purposes Amount Ratio Amount Ratio (Dollar Amounts in Thousands) December 31, 2021: Total capital (to risk-weighted assets)$ 135,193 14.0% $≥ 76,991 ≥ 8.0% Tier 1 common capital (to risk-weighted assets) 123,709 12.9 ≥ 43,307 ≥ 4.5 Tier 1 capital (to risk-weighted assets) 123,709 12.9 ≥ 57,743 ≥ 6.0 Tier 1 capital (to average assets) 123,709 7.7 ≥ 64,092 ≥ 4.0 December 31, 2020: Total capital (to risk-weighted assets)$ 119,807 13.1% $≥ 73,122 ≥ 8.0% Tier 1 common capital (to risk-weighted assets) 109,237 12.0 ≥ 41,131 ≥ 4.5 Tier 1 capital (to risk-weighted assets) 109,237 12.0 ≥ 54,841 ≥ 6.0 Tier 1 capital (to average assets) 109,237 8.1 ≥ 53,722 ≥ 4.0
XML 66 R41.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value Of Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 2021
Fair Value Of Financial Instruments [Abstract]  
Fair Value Of Financial Assets Measured On Recurring Basis Description(Level 1) Quoted Prices in Active Markets for Identical Assets (Level 2) Significant Other Observable Inputs (Level 3) Significant Unobservable Inputs Total (In Thousands) U.S. Government agency obligations$ - $ 28,858 $ - $ 28,858 Municipal bonds - 61,104 - 61,104 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial - 530 - 530 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential - 219,772 - 219,772 December 31, 2021 Securities available for sale$ - $ 310,264 $ - $ 310,264 U.S. Treasury securities$ - $ 9,998 $ - $ 9,998 U.S. Government agency obligations - 39,036 - 39,036 Municipal bonds - 39,376 - 39,376 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial - 543 - 543 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential - 41,987 - 41,987 December 31, 2020 Securities available for sale$ - $ 130,940 $ - $ 130,940
Fair Value Of Financial Assets Measured On Nonrecurring Basis Description(Level 1) Quoted Prices in Active Markets for Identical Assets (Level 2) Significant Other Observable Inputs (Level 3) Significant Unobservable Inputs Total (In Thousands) December 31, 2021 Impaired loans$ - $ - $ 916 $ 916 December 31, 2020 Impaired loans$ - $ - $ 1,361 $ 1,361
Quantitative Information About Level 3 Fair Value Measurements Quantitative Information about Level 3 Fair Value Measurements DescriptionFair Value‎Estimate Valuation Techniques Unobservable Input Range‎(Weighted Average) (Dollars In Thousands) December 31, 2021: Impaired loans$ 916 Appraisal of collateral and‎ Appraisal adjustments (1) 0% to -25% (-22.8%) pending agreement of sale Liquidation expenses (2) 0% to -8.5% (-7.7%) December 31, 2020: Impaired loans$ 1,361 Appraisal of collateral and‎ Appraisal adjustments (1) 0% to -25% (-15.1%) pending agreement of sale Liquidation expenses (2) 0% to -10.0% (-8.5%) (1)Appraisals may be adjusted by management for qualitative factors including economic conditions and the age of the appraisal. The range and weighted average of appraisal adjustments are presented as a percent of the appraisal. (2)Appraisals and pending agreements of sale are adjusted by management for liquidation expenses. The range and weighted average of liquidation expense adjustments are presented as a percent of the appraisal or pending agreement of sale.
Estimated Fair Value Of Financial Instruments (Level 1) Quoted (Level 2) Prices in Significant (Level 3) Active Other Significant Carrying Fair Value Markets for Observable Unobservable Amount Estimate Identical Assets Inputs Inputs (In Thousands)December 31, 2021: Financial assets: Cash and cash equivalents$ 169,692 $ 169,692 $ 169,692 $ - $ -Securities available-for-sale 310,264 310,264 - 310,264 -Loans receivable, net of allowance 1,096,555 1,141,467 - - 1,141,467Paycheck Protection Program loans receivable 8,568 8,163 - - 8,163Restricted investments in bank stock 1,424 1,424 - 1,424 -Accrued interest receivable 2,603 2,603 - 2,603 -Financial liabilities: Deposits 1,467,025 1,467,938 - 1,467,938 -Securities sold under agreements to repurchase and federal funds purchased 11,252 11,252 - 11,252 -Long-term borrowings 14,651 14,665 - - 14,665Accrued interest payable 652 652 - 652 -Off-balance sheet financial instruments: Commitments to grant loans - - - - -Unfunded commitments under lines of credit - - - - -Standby letters of credit - - - - - December 31, 2020: Financial assets: Cash and cash equivalents$ 131,907 $ 131,907 $ 131,907 $ - $ -Securities available-for-sale 130,940 130,940 - 130,940 -Loans receivable, net of allowance 1,079,339 1,158,545 - - 1,158,545Paycheck Protection Program loans receivable 54,334 54,632 - 54,632Restricted investments in bank stock 1,330 1,330 - 1,330 -Accrued interest receivable 3,136 3,136 - 3,136 -Financial liabilities: Deposits 1,232,379 1,235,483 - 1,235,483 -Securities sold under agreements to repurchase and federal funds purchased 13,612 13,612 - 13,612 -Long-term borrowings 14,651 14,707 - - 14,707Paycheck Protection Program Liquidity Facility 50,794 50,810 - - 50,810Accrued interest payable 1,640 1,640 - 1,640 -Off-balance sheet financial instruments: Commitments to grant loans - - - - -Unfunded commitments under lines of credit - - - - -Standby letters of credit - - - - -
XML 67 R42.htm IDEA: XBRL DOCUMENT v3.22.0.1
Lease Commitments (Tables)
 12 Months Ended
Dec. 31, 2021
Lease Commitments [Abstract]  
Reconciliation of Operating Lease Liabilities by Minimum Lease Payments by Year and in Aggregate and Discount Amounts in Aggregate Branch Leases Equipment Third Parties Related Parties Leases Total (In Thousands)2022$ 1,118 $ 660 $ 55 $ 1,8332023 1,135 672 41 1,8482024 1,065 685 39 1,7892025 761 698 22 1,4812026 740 671 - 1,411Thereafter 1,231 55 - 1,286Total Payments 6,050 3,441 157 9,648Less: Discount Amount 431 280 2 713Total Lease Liability$ 5,619 $ 3,161 $ 155 $ 8,935
XML 68 R43.htm IDEA: XBRL DOCUMENT v3.22.0.1
Federal Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Federal Income Taxes [Abstract]  
Components Of Income Tax Expense Year Ended December 31, 2021 2020 (In Thousands) Current$ 4,324 $ 3,479 Deferred (258) (558) Income Tax Expense$ 4,066 $ 2,921
Reconciliation Of The Statutory Federal Income Tax Years Ended December 31, 2021 2020 (In Thousands) Dollar % Dollar % Federal income tax at statutory rate$ 4,379 21.0% $ 3,303 21.0% Tax-exempt interest (243) (1.2)% (208) (1.3)% Bank owned life insurance (104) (0.5)% (171) (1.1)% Other 34 0.2% (3) 0.0% Income Tax Expense$ 4,066 19.5% $ 2,921 18.6%
Components Of The Net Deferred Tax Asset (Included In Other Assets) December 31, 2021 2020 (In Thousands) Deferred tax assets: Allowance for loan losses$ 2,412  $ 2,220 Deferred compensation 1,406  1,261 Lease liability 1,876  1,938 Unrealized loss on securities available for sale 317  -Other 19  4  Total Deferred Tax Assets 6,030  5,423  Deferred tax liabilities: Premises and equipment 87  53 Prepaid assets 321  221 Deferred loan costs 589  629 Right of use asset 1,834  1,896 Unrealized gain on securities available for sale - 781  Total Deferred Tax Liabilities$ 2,831  $ 3,580  Net Deferred Tax Asset $ 3,199  $ 1,843 
XML 69 R44.htm IDEA: XBRL DOCUMENT v3.22.0.1
Parent Company Only Financial (Tables)
 12 Months Ended
Dec. 31, 2021
Parent Company Only Financial [Abstract]  
Parent Company Only Condensed Balance Sheets December 31, 2021 2020 (In Thousands) ASSETS Cash$ 481  $ 473  Other assets 43  33  Investment in subsidiary 122,325  111,950  Total Assets$ 122,849  $ 112,456  LIABILITIES AND STOCKHOLDERS’ EQUITY Other liabilities$ 334  $ 282  Stockholders’ equity 122,515  112,174  Total Liabilities and Stockholders’ Equity$ 122,849  $ 112,456 
Parent Company Only Condensed Statements Of Income And Comprehensive Income Years Ending December 31, 2021 2020 (In Thousands) Other expenses$ (482) $ (449) Equity in net income of banking subsidiary 17,171  13,169  Income before income taxes 16,689  12,720  Income tax benefit 97  90  Net income$ 16,786  $ 12,810  Equity in other comprehensive (loss) gain of banking subsidiary (4,131) 1,597  Comprehensive income$ 12,655  $ 14,407 
Parent Company Only Condensed Statement Of Cash Flows Years Ending December 31, 2021 2020 (In Thousands) Cash Flows from Operating Activities: Net income$ 16,786  $ 12,810  Adjustments to reconcile net income to net cash used in operating activities: Stock compensation expense 432  286  Net change in other assets and liabilities 42  39  Equity in net income of banking subsidiary (17,171) (13,169) Net Cash Provided By (Used in) Operating Activities 89  (34) Cash Flows Provided By Investing Activities: Dividend from banking subsidiary 2,665  2,385  Cash Flows from Financing Activities: Exercise of stock options, net of payment for stock tendered, and proceeds from employee stock purchase plan 177  275  Purchase of treasury stock (670) (765) Dividends paid (2,253) (1,644) Net Cash Used in Financing Activities (2,746) (2,134) Net Increase in Cash 8  217  Cash – Beginning 473  256  Cash – Ending$ 481  $ 473 
XML 70 R45.htm IDEA: XBRL DOCUMENT v3.22.0.1
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]    
Other-than-temporary impairment charges $ 0 $ 0
Loan receivable, threshold period past due 90 days  
Impairment of restricted stock $ 0 0
PPP loans guarantee percent by the SBA 100.00%  
Other real estate owned $ 0 0
Employer's matching percentage of employee contribution 50.00%  
Percentage of employee gross pay for which employer contributes a matching contribution 8.00%  
Plan vesting period 4 years  
Employer contributions $ 278,000 $ 228,000
Proceeds on BOLI policies 720,000  
Bank owned life insurance, net gain $ 435,000  
Stock Options [Member]    
Summary Of Significant Accounting Policies [Line Items]    
Antidilutive securities excluded from computation of diluted earnings per share 0 0
Buildings [Member]    
Summary Of Significant Accounting Policies [Line Items]    
Estimated useful life of an asset 40 years  
Automobiles [Member]    
Summary Of Significant Accounting Policies [Line Items]    
Estimated useful life of an asset 5 years  
Minimum [Member]    
Summary Of Significant Accounting Policies [Line Items]    
Required consecutive service period for the plan participation eligibility 6 months  
Required service hours for the plan participation eligibility 500 hours  
Minimum [Member] | Furniture, Fixtures and Equipment [Member]    
Summary Of Significant Accounting Policies [Line Items]    
Estimated useful life of an asset 5 years  
Minimum [Member] | Computer Equipment and Data Processing Software [Member]    
Summary Of Significant Accounting Policies [Line Items]    
Estimated useful life of an asset 1 year  
Maximum [Member] | Commercial real estate [Member]    
Summary Of Significant Accounting Policies [Line Items]    
Loan to value percentage 80.00%  
Maximum [Member] | Residential real estate [Member]    
Summary Of Significant Accounting Policies [Line Items]    
Loans amortization period 30 years  
Maximum [Member] | Furniture, Fixtures and Equipment [Member]    
Summary Of Significant Accounting Policies [Line Items]    
Estimated useful life of an asset 10 years  
Maximum [Member] | Computer Equipment and Data Processing Software [Member]    
Summary Of Significant Accounting Policies [Line Items]    
Estimated useful life of an asset 5 years  
Home Equity Loan [Member] | Maximum [Member]    
Summary Of Significant Accounting Policies [Line Items]    
Loans amortization period 25 years  
XML 71 R46.htm IDEA: XBRL DOCUMENT v3.22.0.1
Summary Of Significant Accounting Policies (Earnings Per Share) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Summary Of Significant Accounting Policies [Abstract]    
Net income $ 16,786 $ 12,810
Weighted average shares outstanding 7,517,669 7,469,952
Dilutive effect of potential common shares, stock options 37,116 53,643
Diluted weighted average common shares outstanding 7,554,785 7,523,595
Basic earnings per share $ 2.23 $ 1.71
Diluted earnings per share $ 2.22 $ 1.70
XML 72 R47.htm IDEA: XBRL DOCUMENT v3.22.0.1
COVID-19 (Narrative) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
loan
Dec. 31, 2020
USD ($)
loan
Loans amount $ 1,108,014 $ 1,089,618
PPP loans guarantee percent by the SBA 100.00%  
PPPLF borrowings   $ 50,794
CARES Act [Member]    
Loans amount $ 8,600  
Number of PPP loans | loan 48 470
PPP loan receivable amount for which SBA loan guarantee approval received $ 8,600 $ 54,300
Unearned origination fees and costs 165 1,200
Proceeds from forgiveness payments on PPP loans from SBA $ 79,800  
PPP loans guarantee percent by the SBA 100.00%  
Interest rate on PPP loans 1.00%  
Percentage of proceeds customers use for payroll costs to qualify for SBA loan forgiveness 60.00%  
Commercial [Member]    
Loans amount $ 41,923 48,114
Consumer [Member]    
Loans amount 642 640
Substandard [Member]    
Loans amount $ 2,358 2,324
Minimum [Member] | CARES Act [Member]    
PPP loans maturity term 2 years  
Maximum [Member] | CARES Act [Member]    
PPP loans maturity term 5 years  
Paycheck Protection Program Facility [Member]    
Loans amount   $ 50,800
New PPP Loans [Member] | CARES Act [Member]    
Number of PPP loans | loan 333  
PPP loan receivable amount for which SBA loan guarantee approval received $ 31,600  
Unearned origination fees and costs $ 1,400  
XML 73 R48.htm IDEA: XBRL DOCUMENT v3.22.0.1
COVID-19 (Schedule Of COVID-19 Payment Accommodations Based On Loan Type And Amount) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
loan
Dec. 31, 2020
USD ($)
loan
Loans amount $ 1,108,014 $ 1,089,618
Commercial real estate [Member]    
Loans amount 440,655 452,251
Commercial [Member]    
Loans amount 41,923 48,114
Residential real estate [Member]    
Loans amount 618,694 576,437
Consumer [Member]    
Loans amount $ 642 $ 640
COVID-19 CARES Act Section 4013 Loans [Member]    
Number of Loans | loan 199 255
Loans amount $ 116,378 $ 151,308
COVID-19 CARES Act Section 4013 Loans [Member] | Commercial real estate [Member]    
Number of Loans | loan 116 137
Loans amount $ 101,545 $ 128,846
COVID-19 CARES Act Section 4013 Loans [Member] | Commercial [Member]    
Number of Loans | loan 29 44
Loans amount $ 4,107 $ 8,197
COVID-19 CARES Act Section 4013 Loans [Member] | Residential real estate [Member]    
Number of Loans | loan 52 72
Loans amount $ 10,702 $ 14,234
COVID-19 CARES Act Section 4013 Loans [Member] | Consumer [Member]    
Number of Loans | loan 2 2
Loans amount $ 24 $ 31
COVID-19 CARES Act Section 4013 Loans [Member] | Loans Payment Accommodation Period Ended [Member]    
Number of Loans | loan 199 243
Loans amount $ 116,378 $ 133,009
COVID-19 CARES Act Section 4013 Loans [Member] | Loans Payment Accommodation Period Ended [Member] | Commercial real estate [Member]    
Number of Loans | loan 116 130
Loans amount $ 101,545 $ 112,016
COVID-19 CARES Act Section 4013 Loans [Member] | Loans Payment Accommodation Period Ended [Member] | Commercial [Member]    
Number of Loans | loan 29 43
Loans amount $ 4,107 $ 7,445
COVID-19 CARES Act Section 4013 Loans [Member] | Loans Payment Accommodation Period Ended [Member] | Residential real estate [Member]    
Number of Loans | loan 52 68
Loans amount $ 10,702 $ 13,517
COVID-19 CARES Act Section 4013 Loans [Member] | Loans Payment Accommodation Period Ended [Member] | Consumer [Member]    
Number of Loans | loan 2 2
Loans amount $ 24 $ 31
COVID-19 CARES Act Section 4013 Loans [Member] | Loans Payment Accommodation Period Active [Member]    
Number of Loans | loan   12
Loans amount   $ 18,299
COVID-19 CARES Act Section 4013 Loans [Member] | Loans Payment Accommodation Period Active [Member] | Commercial real estate [Member]    
Number of Loans | loan   7
Loans amount   $ 16,830
COVID-19 CARES Act Section 4013 Loans [Member] | Loans Payment Accommodation Period Active [Member] | Commercial [Member]    
Number of Loans | loan   1
Loans amount   $ 752
COVID-19 CARES Act Section 4013 Loans [Member] | Loans Payment Accommodation Period Active [Member] | Residential real estate [Member]    
Number of Loans | loan   4
Loans amount   $ 717
XML 74 R49.htm IDEA: XBRL DOCUMENT v3.22.0.1
Securities Available For Sale (Narrative) (Details)
 12 Months Ended
Dec. 31, 2021
USD ($)
security
Dec. 31, 2020
USD ($)
security
Securities Available For Sale [Abstract]    
Securities pledged as collateral $ 114,000,000.0 $ 98,700,000
Realized gross gains 24,000 128,000
Realized gross losses $ 0 $ 0
Securities in an unrealized loss position | security 70 5
XML 75 R50.htm IDEA: XBRL DOCUMENT v3.22.0.1
Securities Available For Sale (Amortized Cost And Fair Values Of Securities Available-For-Sale) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost, Debt Maturities, Total $ 311,775 $ 127,222
Gross Unrealized Gains 2,368 3,742
Gross Unrealized Losses (3,879) (24)
Fair Value 310,264 130,940
US Treasury Securities [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost, Debt Maturities, Total   9,998
Fair Value   9,998
U.S Government Agency Obligations [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost, Debt Maturities, Total 29,146 39,059
Gross Unrealized Gains   1
Gross Unrealized Losses (288) (24)
Fair Value 28,858 39,036
Municipal Bonds [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost, Debt Maturities, Total 60,017 37,409
Gross Unrealized Gains 1,464 1,967
Gross Unrealized Losses (377)  
Fair Value 61,104 39,376
U.S. GSE - Mortgage-backed Securities [Member] | Commercial RealEstate [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost, Debt Maturities, Total 511 512
Gross Unrealized Gains 19 31
Fair Value 530 543
U.S. GSE - Mortgage-backed Securities [Member] | Residential [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost, Debt Maturities, Total 222,101 40,244
Gross Unrealized Gains 885 1,743
Gross Unrealized Losses (3,214)  
Fair Value $ 219,772 $ 41,987
XML 76 R51.htm IDEA: XBRL DOCUMENT v3.22.0.1
Securities Available For Sale (Securities Available-For-Sale By Contractual Maturity) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost, Due in one year or less $ 685  
Amortized Cost, Due after one year through five years 30,376  
Amortized Cost, Due after five years through ten years 6,707  
Amortized Cost, Due after ten years 51,395  
Amortized Cost, Debt securities expected maturity 89,163  
Amortized Cost, Debt Maturities, Total 311,775 $ 127,222
Fair Value, Due in one year or less 686  
Fair Value, Due after one year through five years 30,091  
Fair Value, Due after five years through ten years 6,983  
Fair Value, Due after ten years 52,202  
Fair Value, Debt securities expected maturity 89,962  
Fair Value, Debt maturities, Total 310,264 130,940
U.S. GSE - Mortgage-backed Securities [Member] | Commercial RealEstate [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost, U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities 511  
Amortized Cost, Debt Maturities, Total 511 512
Fair Value, U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities 530  
Fair Value, Debt maturities, Total 530 543
U.S. GSE - Mortgage-backed Securities [Member] | Residential [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost, U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities 222,101  
Amortized Cost, Debt Maturities, Total 222,101 40,244
Fair Value, U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities 219,772  
Fair Value, Debt maturities, Total $ 219,772 $ 41,987
XML 77 R52.htm IDEA: XBRL DOCUMENT v3.22.0.1
Securities Available For Sale (Investments' Gross Unrealized Losses And Fair Value) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Schedule of Available-for-sale Securities [Line Items]    
Fair Value, Less Than 12 Months $ 221,068 $ 31,369
Fair Value, 12 Months or More 18,947  
Fair Value, Total 240,015 31,369
Unrealized Losses, Less Than 12 Months (3,675) (24)
Unrealized Losses, 12 Months or More (204)  
Unrealized Losses, Total (3,879) (24)
U.S Government Agency Obligations [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Fair Value, Less Than 12 Months 9,911 31,369
Fair Value, 12 Months or More 18,947  
Fair Value, Total 28,858 31,369
Unrealized Losses, Less Than 12 Months (84) (24)
Unrealized Losses, 12 Months or More (204)  
Unrealized Losses, Total (288) $ (24)
Municipal Bonds [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Fair Value, Less Than 12 Months 20,722  
Fair Value, Total 20,722  
Unrealized Losses, Less Than 12 Months (377)  
Unrealized Losses, Total (377)  
Residential [Member] | U.S. GSE - Mortgage-backed Securities [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Fair Value, Less Than 12 Months 190,435  
Fair Value, Total 190,435  
Unrealized Losses, Less Than 12 Months (3,214)  
Unrealized Losses, Total $ (3,214)  
XML 78 R53.htm IDEA: XBRL DOCUMENT v3.22.0.1
Loans Receivable And Credit Quality (Narrative) (Details)
 12 Months Ended
Dec. 31, 2021
USD ($)
loan
Dec. 31, 2020
USD ($)
loan
Dec. 31, 2019
loan
Financing Receivable, Modifications [Line Items]      
PPP loans guarantee percent by the SBA 100.00%    
Loans collateralized by residential real estate in process of foreclosure $ 217,000    
Number of new TDRs | loan 1 0 0
Number of loans experiencing payment default | loan 0 0  
Impairment reserve recorded $ 24,000    
Outstanding commitments on TDRs 0 $ 0  
CARES Act [Member]      
Financing Receivable, Modifications [Line Items]      
PPP loan receivable amount for which SBA loan guarantee approval received $ 8,600,000 54,300,000  
PPP loans guarantee percent by the SBA 100.00%    
CARES Act [Member]      
Financing Receivable, Modifications [Line Items]      
PPP loan receivable amount for which SBA loan guarantee approval received   $ 54,300,000  
XML 79 R54.htm IDEA: XBRL DOCUMENT v3.22.0.1
Loans Receivable And Credit Quality (Composition Of Loans Receivable) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Total Loans $ 1,108,014 $ 1,089,618
Unearned origination fees 25 291
Allowance for Loan Losses (11,484) (10,570)
Net Loans 1,096,555 1,079,339
Commercial real estate [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Total Loans 440,655 452,251
Commercial [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Total Loans 41,923 48,114
Residential real estate [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Total Loans 618,694 576,437
Consumer [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Total Loans 642 640
Construction [Member] | Commercial real estate [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Total Loans $ 6,100 $ 12,176
XML 80 R55.htm IDEA: XBRL DOCUMENT v3.22.0.1
Loans Receivable And Credit Quality (Schedule Of Loan Portfolio By Aggregate Risk Rating) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross $ 1,108,014 $ 1,089,618
Pass [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 1,105,143 1,086,782
Special Mention [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 513 512
Substandard [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 2,358 2,324
Commercial real estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 440,655 452,251
Commercial real estate [Member] | Pass [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 439,280 450,823
Commercial real estate [Member] | Substandard [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 1,375 1,428
Commercial [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 41,923 48,114
Commercial [Member] | Pass [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 41,899 48,114
Commercial [Member] | Special Mention [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 24  
Residential real estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 618,694 576,437
Residential real estate [Member] | Pass [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 617,533 575,344
Residential real estate [Member] | Special Mention [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 489 512
Residential real estate [Member] | Substandard [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 672 581
Consumer [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 642 640
Consumer [Member] | Pass [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 642 640
Construction [Member] | Commercial real estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 6,100 12,176
Construction [Member] | Commercial real estate [Member] | Pass [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross 5,789 11,861
Construction [Member] | Commercial real estate [Member] | Substandard [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Loans and Leases Receivable, Gross $ 311 $ 315
XML 81 R56.htm IDEA: XBRL DOCUMENT v3.22.0.1
Loans Receivable And Credit Quality (Schedule Of Impaired Loans) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Financing Receivable, Impaired [Line Items]    
Total Recorded Investment $ 3,500 $ 3,640
Total Unpaid Principal Balance 3,810 3,950
Related Allowance 164 169
Total Average Recorded Investment Impaired 3,908 3,604
Total Interest Income Recognized 146 143
Commercial real estate [Member]    
Financing Receivable, Impaired [Line Items]    
Recorded Investment, With no related allowance recorded 1,433 851
Recorded Investment, With an allowance recorded   696
Total Recorded Investment 1,433 1,547
Unpaid Principal Balance, With no related allowance recorded 1,673 1,091
Unpaid Principal Balance, With an allowance recorded   696
Total Unpaid Principal Balance 1,673 1,787
Related Allowance   21
Average Recorded Investment, With no related allowance recorded 981 870
Average Recorded Investment, With an allowance recorded 513 699
Total Average Recorded Investment Impaired 1,494 1,569
Interest Income Recognized, With no related allowance recorded 69 49
Interest Income Recognized, With an allowance recorded   21
Total Interest Income Recognized 69 70
Commercial [Member]    
Financing Receivable, Impaired [Line Items]    
Recorded Investment, With an allowance recorded 248 230
Total Recorded Investment 248 230
Unpaid Principal Balance, With an allowance recorded 248 230
Total Unpaid Principal Balance 248 230
Related Allowance 41 23
Average Recorded Investment, With an allowance recorded 232 232
Total Average Recorded Investment Impaired 232 232
Interest Income Recognized, With an allowance recorded 10 9
Total Interest Income Recognized 10 9
Residential real estate [Member]    
Financing Receivable, Impaired [Line Items]    
Recorded Investment, With no related allowance recorded 932 944
Recorded Investment, With an allowance recorded 576 604
Total Recorded Investment 1,508 1,548
Unpaid Principal Balance, With no related allowance recorded 1,002 1,014
Unpaid Principal Balance, With an allowance recorded 576 604
Total Unpaid Principal Balance 1,578 1,618
Related Allowance 116 125
Average Recorded Investment, With no related allowance recorded 1,283 873
Average Recorded Investment, With an allowance recorded 586 614
Total Average Recorded Investment Impaired 1,869 1,487
Interest Income Recognized, With no related allowance recorded 36 32
Interest Income Recognized, With an allowance recorded 21 22
Total Interest Income Recognized 57 54
Consumer [Member]    
Financing Receivable, Impaired [Line Items]    
Average Recorded Investment, With an allowance recorded   1
Total Average Recorded Investment Impaired   1
Construction [Member] | Commercial real estate [Member]    
Financing Receivable, Impaired [Line Items]    
Recorded Investment, With no related allowance recorded 55 315
Recorded Investment, With an allowance recorded 256  
Total Recorded Investment 311 315
Unpaid Principal Balance, With no related allowance recorded 55 315
Unpaid Principal Balance, With an allowance recorded 256  
Total Unpaid Principal Balance 311 315
Related Allowance 7  
Average Recorded Investment, With no related allowance recorded 249 315
Average Recorded Investment, With an allowance recorded 64  
Total Average Recorded Investment Impaired 313 315
Interest Income Recognized, With no related allowance recorded 2 10
Interest Income Recognized, With an allowance recorded 8  
Total Interest Income Recognized $ 10 $ 10
XML 82 R57.htm IDEA: XBRL DOCUMENT v3.22.0.1
Loans Receivable And Credit Quality (Schedule Of Nonaccrual Loans) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Non-Accrual Loans $ 242 $ 274
Commercial real estate [Member] | Construction [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Non-Accrual Loans
Residential real estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Non-Accrual Loans 242 274
Consumer [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Non-Accrual Loans
XML 83 R58.htm IDEA: XBRL DOCUMENT v3.22.0.1
Loans Receivable And Credit Quality (Schedule Of Past Due Loans) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Loan Receivables $ 1,108,014 $ 1,089,618
30-59 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross   852
60-89 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 12  
Greater than 90 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 217 42
Total Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 229 894
Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 1,107,785 1,088,724
Commercial real estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Loan Receivables 440,655 452,251
Commercial real estate [Member] | 30-59 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross   514
Commercial real estate [Member] | Total Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross   514
Commercial real estate [Member] | Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 440,655 451,737
Commercial [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Loan Receivables 41,923 48,114
Commercial [Member] | Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 41,923 48,114
Residential real estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Loan Receivables 618,694 576,437
Residential real estate [Member] | 30-59 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross   336
Residential real estate [Member] | 60-89 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 12  
Residential real estate [Member] | Greater than 90 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 217 42
Residential real estate [Member] | Total Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 229 378
Residential real estate [Member] | Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 618,465 576,059
Consumer [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Loan Receivables 642 640
Consumer [Member] | 30-59 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross   2
Consumer [Member] | Total Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross   2
Consumer [Member] | Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 642 638
Construction [Member] | Commercial real estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Total Loan Receivables 6,100 12,176
Construction [Member] | Commercial real estate [Member] | Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross $ 6,100 $ 12,176
XML 84 R59.htm IDEA: XBRL DOCUMENT v3.22.0.1
Loans Receivable And Credit Quality (Activity In Allowance For Loan Losses) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance $ 10,570 $ 8,022
Charge-offs (4)  
Recoveries 3 28
Provision for loan losses 915 2,520
Ending balance 11,484 10,570
Commercial real estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 4,379 3,221
Recoveries   24
Provision for loan losses 21 1,134
Ending balance 4,400 4,379
Commercial real estate [Member] | Construction [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 150  
Ending balance 71 150
Commercial [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 848 770
Provision for loan losses 480 78
Ending balance 1,328 848
Commercial [Member] | Construction [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 150 121
Provision for loan losses (79) 29
Ending balance 71 150
Residential real estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 4,485 3,488
Charge-offs (2)  
Recoveries 3 4
Provision for loan losses 232 993
Ending balance 4,718 4,485
Consumer [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 14 19
Charge-offs (2)  
Provision for loan losses 2 (5)
Ending balance 14 14
Unallocated [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 694 403
Provision for loan losses 259 291
Ending balance $ 953 $ 694
XML 85 R60.htm IDEA: XBRL DOCUMENT v3.22.0.1
Loans Receivable And Credit Quality (Allocation Of Allowance For Loan Losses And Related Loan Portfolio) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance $ 11,484 $ 10,570 $ 8,022
Allowance for Loan Losses, Ending balance: individually evaluated for impairment 164 169  
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 11,320 10,401  
Total Loan Receivables 1,108,014 1,089,618  
Loans receivables, Ending balance: individually evaluated for impairment 3,500 3,640  
Loans receivables, Ending balance: collectively evaluated for impairment 1,104,514 1,085,978  
Commercial real estate [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 4,400 4,379 3,221
Allowance for Loan Losses, Ending balance: individually evaluated for impairment   21  
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 4,400 4,358  
Total Loan Receivables 440,655 452,251  
Loans receivables, Ending balance: individually evaluated for impairment 1,433 1,547  
Loans receivables, Ending balance: collectively evaluated for impairment 439,222 450,704  
Commercial real estate [Member] | Construction [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 71 150  
Allowance for Loan Losses, Ending balance: individually evaluated for impairment 7    
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 64 150  
Total Loan Receivables 6,100 12,176  
Loans receivables, Ending balance: individually evaluated for impairment 311 315  
Loans receivables, Ending balance: collectively evaluated for impairment 5,789 11,861  
Commercial [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 1,328 848 770
Allowance for Loan Losses, Ending balance: individually evaluated for impairment 41 23  
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 1,287 825  
Total Loan Receivables 41,923 48,114  
Loans receivables, Ending balance: individually evaluated for impairment 248 230  
Loans receivables, Ending balance: collectively evaluated for impairment 41,675 47,884  
Commercial [Member] | Construction [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 71 150 121
Residential real estate [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 4,718 4,485 3,488
Allowance for Loan Losses, Ending balance: individually evaluated for impairment 116 125  
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 4,602 4,360  
Total Loan Receivables 618,694 576,437  
Loans receivables, Ending balance: individually evaluated for impairment 1,508 1,548  
Loans receivables, Ending balance: collectively evaluated for impairment 617,186 574,889  
Consumer [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 14 14 19
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 14 14  
Total Loan Receivables 642 640  
Loans receivables, Ending balance: collectively evaluated for impairment 642 640  
Unallocated [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 953 694 $ 403
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment $ 953 $ 694  
XML 86 R61.htm IDEA: XBRL DOCUMENT v3.22.0.1
Loans Receivable And Credit Quality (Troubled Debt Restructuring Outstanding) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Financing Receivable, Modifications [Line Items]    
Total Modifications $ 2,350 $ 2,574
Accrual Loans [Member]    
Financing Receivable, Modifications [Line Items]    
Total Modifications 2,337 2,559
Non-Accrual Loans [Member]    
Financing Receivable, Modifications [Line Items]    
Total Modifications 13 15
Commercial real estate [Member]    
Financing Receivable, Modifications [Line Items]    
Total Modifications 1,027 1,125
Commercial real estate [Member] | Accrual Loans [Member]    
Financing Receivable, Modifications [Line Items]    
Total Modifications 1,027 1,125
Commercial [Member]    
Financing Receivable, Modifications [Line Items]    
Total Modifications 248 230
Commercial [Member] | Accrual Loans [Member]    
Financing Receivable, Modifications [Line Items]    
Total Modifications 248 230
Commercial [Member] | Construction [Member]    
Financing Receivable, Modifications [Line Items]    
Total Modifications 256 260
Commercial [Member] | Construction [Member] | Accrual Loans [Member]    
Financing Receivable, Modifications [Line Items]    
Total Modifications 256 260
Residential real estate [Member]    
Financing Receivable, Modifications [Line Items]    
Total Modifications 819 959
Residential real estate [Member] | Accrual Loans [Member]    
Financing Receivable, Modifications [Line Items]    
Total Modifications 806 944
Residential real estate [Member] | Non-Accrual Loans [Member]    
Financing Receivable, Modifications [Line Items]    
Total Modifications $ 13 $ 15
XML 87 R62.htm IDEA: XBRL DOCUMENT v3.22.0.1
Loans Receivable and Credit Quality (Schedule Of New Restructured Loans) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
loan
Dec. 31, 2020
loan
Dec. 31, 2019
loan
Financing Receivable, Recorded Investment, Past Due [Line Items]      
Number of Loans | loan 1 0 0
Pre-Modification Outstanding Balance $ 24    
Post-Modification Outstanding Balance $ 24    
Commercial [Member]      
Financing Receivable, Recorded Investment, Past Due [Line Items]      
Number of Loans | loan 1    
Pre-Modification Outstanding Balance $ 24    
Post-Modification Outstanding Balance $ 24    
XML 88 R63.htm IDEA: XBRL DOCUMENT v3.22.0.1
Financial Instruments With Off-Balance Sheet Risk (Narrative) (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Financial Instruments With Off-Balance Sheet Risk [Abstract]    
Maximum undiscounted exposure related to financial instruments outstanding $ 9.5 $ 5.4
Approximate value of underlying collateral upon liquidation that would be expected to cover exposure $ 7.3 $ 3.4
XML 89 R64.htm IDEA: XBRL DOCUMENT v3.22.0.1
Financial Instruments With Off-Balance Sheet Risk (Outstanding Financial Instruments Whose Contract Amounts Represent Credit Risk) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Financial Instruments With Off-Balance Sheet Risk [Abstract]    
Commitments to grant loans, fixed $ 1,877 $ 5,080
Commitments to grant loans, variable 75
Unfunded commitments under lines of credit, fixed 17,618 6,833
Unfunded commitments under lines of credit, variable 135,660 123,430
Standby letters of credit 9,522 5,412
Total $ 164,677 $ 140,830
XML 90 R65.htm IDEA: XBRL DOCUMENT v3.22.0.1
Bank Premises And Equipment (Components Of Premises And Equipment) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Premises and equipment $ 11,141 $ 12,817
Accumulated depreciation (7,147) (9,471)
Bank premises and equipment, net 3,994 3,346
Furniture, Fixtures and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Premises and equipment 4,190 3,902
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Premises and equipment 4,129 3,419
Buildings [Member]    
Property, Plant and Equipment [Line Items]    
Premises and equipment 1,163 1,141
Computer Equipment and Data Processing Software [Member]    
Property, Plant and Equipment [Line Items]    
Premises and equipment 1,509 4,083
Automobiles [Member]    
Property, Plant and Equipment [Line Items]    
Premises and equipment $ 150 $ 272
XML 91 R66.htm IDEA: XBRL DOCUMENT v3.22.0.1
Deposits (Components Of Deposits) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Deposits [Abstract]    
Demand, non-interest bearing $ 323,513 $ 269,996
Demand, NOW and money market, interest bearing 248,401 199,845
Savings 739,637 546,784
Time, $250 and over 54,739 85,272
Time, other 100,735 130,482
Total Deposits $ 1,467,025 $ 1,232,379
XML 92 R67.htm IDEA: XBRL DOCUMENT v3.22.0.1
Deposits (Scheduled Maturities Of Time Deposits) (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Deposits [Abstract]  
2022 $ 103,300
2023 41,791
2024 6,667
2025 1,460
2026 2,256
Total time deposits $ 155,474
XML 93 R68.htm IDEA: XBRL DOCUMENT v3.22.0.1
Securities Sold under Agreements to Repurchase and Offsetting Assets and Liabilities (Narrative) (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Securities Pledged as Collateral [Member]    
Offsetting Liabilities [Line Items]    
Off-balance sheet financial instruments $ 20.3 $ 17.5
XML 94 R69.htm IDEA: XBRL DOCUMENT v3.22.0.1
Securities Sold Under Agreements To Repurchase And Offsetting Assets And Liabilities (Schedule Of Securities Sold Under Agreements To Repurchase) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Securities Sold Under Agreements To Repurchase And Offsetting Assets And Liabilities [Abstract]    
Balance outstanding at December 31 $ 11,252 $ 13,612
Weighted average interest rate at the end of the year 0.068% 0.058%
Average daily balance during the year $ 12,869 $ 11,027
Weighted average interest rate during the year 0.065% 0.159%
Maximum month-end balance during the year $ 15,741 $ 14,430
XML 95 R70.htm IDEA: XBRL DOCUMENT v3.22.0.1
Securities Sold under Agreements to Repurchase and Offsetting Assets and Liabilities (Schedule Of Liabilities Subject To An Enforceable Master Netting Arrangement Or Repurchase Agreements) (Details) - Repurchase Agreements [Member] - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Offsetting Liabilities [Line Items]    
Gross Amounts of Recognized Liabilities $ 11,252 $ 13,612
Gross Amounts Offset in the Consolidated Balance Sheet
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets 11,252 13,612
Financial Instruments (11,252) (13,612)
Cash Collateral Pledged
Net Amount
XML 96 R71.htm IDEA: XBRL DOCUMENT v3.22.0.1
Short-Term And Long-Term Borrowings (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Line of Credit Facility [Line Items]    
Federal Home Loan Bank advance period 60 months  
Maximum borrowing capacity $ 717,600,000  
Short-term advances with FHLB outstanding 0 $ 0
Long-term advances FHLB 14,651,000  
PPPLF borrowings   50,794,000
Federal Home Loan Bank Advances [Member]    
Line of Credit Facility [Line Items]    
Line of credit, maximum borrowing capacity 150,000,000.0  
Unsecured Revolving Line of Credit facility [Member]    
Line of Credit Facility [Line Items]    
Line of credit, maximum borrowing capacity 5,000,000.0  
Federal Reserve Bank Advances [Member]    
Line of Credit Facility [Line Items]    
PPPLF borrowings   $ 50,800,000
PPPLF Borrowings [Member]    
Line of Credit Facility [Line Items]    
Interest rate   0.35%
Maximum [Member] | Unsecured Revolving Line of Credit facility [Member]    
Line of Credit Facility [Line Items]    
Line of credit, maximum borrowing capacity 5,000,000.0  
Atlantic Community Bankers Bank (ACBB) [Member    
Line of Credit Facility [Line Items]    
Line of credit, maximum borrowing capacity 10,000,000.0 $ 10,000,000.0
Line of credit outstanding $ 0 $ 0
XML 97 R72.htm IDEA: XBRL DOCUMENT v3.22.0.1
Short-Term And Long-Term Borrowings (Components Of Long-Term Borrowings With FHLB) (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Federal Home Loan Bank, Advances, Branch of FHLB Bank [Line Items]  
Total Outstanding Borrowings $ 14,651
FHLB with 0.79% Interest Due in March 2022 [Member]  
Federal Home Loan Bank, Advances, Branch of FHLB Bank [Line Items]  
Total Outstanding Borrowings $ 10,000
Long-term FHLB borrowings, interest rate 0.79%
FHLB with 0.64% Interest Due in March 2022 [Member]  
Federal Home Loan Bank, Advances, Branch of FHLB Bank [Line Items]  
Total Outstanding Borrowings $ 2,663
Long-term FHLB borrowings, interest rate 0.64%
FHLB with 0.61% Interest Due in March 2022 [Member]  
Federal Home Loan Bank, Advances, Branch of FHLB Bank [Line Items]  
Total Outstanding Borrowings $ 1,988
Long-term FHLB borrowings, interest rate 0.61%
XML 98 R73.htm IDEA: XBRL DOCUMENT v3.22.0.1
Employment Agreements And Supplemental Executive Retirement Plans (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Employment Agreements And Supplemental Executive Retirement Plans [Abstract]    
Liability accrued under the plan $ 6,700 $ 6,000
Expenses under the plan during period $ 688 $ 712
XML 99 R74.htm IDEA: XBRL DOCUMENT v3.22.0.1
Stock Incentive Plan And Employee Stock Purchase Plan (Narrative) (Details) - USD ($)
 12 Months Ended 123 Months Ended
Jun. 20, 2019
Jan. 01, 2017
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2020
Jun. 19, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Shares of common stock issued for ESPP     3,254 5,039    
Stock options granted        
Stock Options [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock compensation expense     $ 0 $ 0    
Unrecognized compensation cost     $ 0      
Weighted-average remaining contractual life of options outstanding     1 year 4 months 28 days      
Weighted-average remaining contractual life of options exercisable       1 year 9 months 25 days    
Aggregate intrinsic value of options outstanding and exercisable     $ 408,000      
Restricted Stock [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Awards granted     22,307 47,186    
Restricted stock awards compensation expense     $ 432,000 $ 286,000    
Minimum [Member] | Stock Options [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Weighted average exercise price for stock options outstanding     $ 6.01      
Minimum [Member] | Restricted Stock [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting period     2 years      
Maximum [Member] | Stock Options [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Weighted average exercise price for stock options outstanding     $ 14.03      
Maximum [Member] | Restricted Stock [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting period     9 years      
2010 Stock Incentive Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award expiration period 10 years          
Award expiration date     Jun. 20, 2029      
Shares available for issuance     430,507      
2010 Stock Incentive Plan [Member] | Restricted Stock [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Awards granted         209,606  
2010 Stock Incentive Plan [Member] | Maximum [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award expiration period 10 years          
Number of shares authorized 756,356         500,000
Employee Stock Purchase Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of shares authorized     350,000      
Purchase price for share percentage equal to fair value of such shares   95.00%        
Maximum discount to fair value percentage   15.00%        
Employee stock purchase plan, discount expense     $ 3,000 $ 3,000    
Shares issued during period     18,515      
Employee Stock Purchase Plan [Member] | Minimum [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Minimum work hours per week   20 hours        
Minimum months to be eligible to participate   5 months        
XML 100 R75.htm IDEA: XBRL DOCUMENT v3.22.0.1
Stock Incentive Plan And Employee Stock Purchase Plan (Summary Of Non-Vested Stock Awards) (Details) - Restricted Stock [Member] - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Non-Vested Awards, Beginning Balance 61,784 35,254
Non-Vested Awards, Granted 22,307 47,186
Non-Vested Awards, Vested (30,367) (20,656)
Non-Vested Awards, Ending Balance 53,724 61,784
Non-Vested Awards, Beginning Balance, Weighted Average Grant Date Fair Value $ 13.13 $ 13.63
Non-Vested Awards Granted, Weighted Average Grant Date Fair Value 17.60 12.45
Non-Vested Awards Vested, Weighted Average Grant Date Fair Value 14.19 12.82
Non-Vested Awards, Ending Balance, Weighted Average Grant Date Fair Value $ 14.38 $ 13.13
XML 101 R76.htm IDEA: XBRL DOCUMENT v3.22.0.1
Stock Incentive Plan And Employee Stock Purchase Plan (Schedule Of Stock Options Activity Under The Plans) (Details) - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Stock Incentive Plan And Employee Stock Purchase Plan [Abstract]    
Number of Options Outstanding, Beginning Balance 63,632 116,243
Number of Options Granted
Number of Options Exercised (29,742) (52,611)
Number of Options Forfeited
Number of Options Outstanding, Ending Balance 33,890 63,632
Number of Options Exercisable, 33,890  
Weighted Average Exercise Price Outstanding, Beginning $ 7.61 $ 7.34
Weighted Average Exercise Price Granted
Weighted Average Exercise Price Exercised 7.00 7.00
Weighted Average Exercise Price Forfeited
Weighted Average Exercise Price Outstanding, Ending 8.15 $ 7.61
Weighted Average Exercise Price Exercisable, $ 8.15  
XML 102 R77.htm IDEA: XBRL DOCUMENT v3.22.0.1
Stock Incentive Plan And Employee Stock Purchase Plan (Schedule Of Stock Options Outstanding By Exercise Price Range) (Details)
 12 Months Ended
Dec. 31, 2021
$ / shares
shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Number Outstanding | shares 33,890
Weighted Average Remaining Contractual Life (Years) 1 year 4 months 28 days
Number Exercisable | shares 33,890
$6.60 to $8.26 [Member]  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Range of Exercise Price, Lower limit | $ / shares $ 6.01
Range of Exercise Price, Upper limit | $ / shares 8.02
Weighted Average Exercise Price | $ / shares $ 7.51
Number Outstanding | shares 29,663
Weighted Average Remaining Contractual Life (Years) 1 year 18 days
Number Exercisable | shares 29,663
$11.56 to $13.21 [Member]  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Range of Exercise Price, Lower limit | $ / shares $ 12.03
Range of Exercise Price, Upper limit | $ / shares 14.03
Weighted Average Exercise Price | $ / shares $ 12.64
Number Outstanding | shares 4,227
Weighted Average Remaining Contractual Life (Years) 3 years 11 months 23 days
Number Exercisable | shares 4,227
XML 103 R78.htm IDEA: XBRL DOCUMENT v3.22.0.1
Other Comprehensive (Loss) Income (Components Of Other Comprehensive Income, Both Before Tax And Net Of Tax) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Other Comprehensive (Loss) Income [Abstract]    
Unrealized holding (losses) gains on securities available for sale, Before Tax $ (5,205) $ 2,149
Unrealized holding (losses) gains on securities available for sale, Tax Effect 1,093 (451)
Unrealized holding (losses) gains on securities available for sale, Net of Tax (4,112) 1,698
Reclassification adjustments for gains on securities transactions included in net income, Before Tax (24) (128)
Reclassification adjustments for gains on securities transactions included in net income: Tax Effect 5 27
Reclassification adjustments for gains on securities transactions included in net income: Net of Tax (19) (101)
Total other comprehensive (loss) income, before tax (5,229) 2,021
Total other comprehensive (loss) income, Tax Effect 1,098 (424)
Other comprehensive (loss) income, net of tax $ (4,131) $ 1,597
XML 104 R79.htm IDEA: XBRL DOCUMENT v3.22.0.1
Other Comprehensive (Loss) Income (Summary Of Realized Gains On Securities Available For Sale, Net Of Tax) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Other Comprehensive (Loss) Income [Abstract]    
Realized gains on securities transactions $ (24) $ (128)
Income taxes 5 27
Reclassification adjustments for gains on securities transactions included in net income: Net of Tax $ (19) $ (101)
XML 105 R80.htm IDEA: XBRL DOCUMENT v3.22.0.1
Other Comprehensive (Loss) Income (Summary Of Accumulated Other Comprehensive Income, Net Of Tax) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Other Comprehensive (Loss) Income [Abstract]    
Beginning Balance $ 2,937 $ 1,340
Other comprehensive income before reclassifications (4,112) 1,698
Amounts reclassified from accumulated other comprehensive income (19) (101)
Other comprehensive (loss) income, net of tax (4,131) 1,597
Ending Balance $ (1,194) $ 2,937
XML 106 R81.htm IDEA: XBRL DOCUMENT v3.22.0.1
Regulatory Matters (Narrative) (Details) - USD ($)
Mar. 26, 2020
Dec. 31, 2021
Regulatory Matters [Abstract]    
Reserve requirement ratios 0.00%  
Minimum reserve requirement balance   $ 0
XML 107 R82.htm IDEA: XBRL DOCUMENT v3.22.0.1
Regulatory Matters (Schedule Of Actual Capital Amounts And Ratios) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]    
Total capital (to risk-weighted assets) $ 135,193 $ 119,807
Tier 1 common capital (to risk-weighted assets) 123,709 109,237
Tier 1 capital (to risk-weighted assets) 123,709 109,237
Tier 1 capital (to average assets) $ 123,709 $ 109,237
Total capital (to risk-weighted assets) Ratio 0.140 0.131
Tier 1 common capital (to risk-weighted assets) Ratio 0.129 0.120
Tier 1 capital (to risk-weighted assets) Ratio 0.129 0.120
Tier 1 capital (to average assets) Ratio 0.077 0.081
Total capital amount required for capital adequacy purposes $ 76,991 $ 73,122
Tier 1 common capital (to risk-weighted assets) amount required for capital adequacy purposes 43,307 41,131
Tier 1 capital (to risk-weighted assets) amount required for capital adequacy purposes 57,743 54,841
Tier 1 capital (to average assets) amount required for capital adequacy purposes $ 64,092 $ 53,722
Total capital required for capital adequacy purposes ratio 0.080 0.080
Tier 1 common capital (to risk-weighted assets) amount required for capital adequacy purposes Ratio 0.045 0.045
Tier 1 capital (to risk-weighted assets) required for capital adequacy purposes ratio 0.060 0.060
Tier 1 capital (to average assets) capital required for capital adequacy purposes ratio 0.040 0.040
Bank [Member]    
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]    
Total capital (to risk-weighted assets) $ 135,004 $ 119,583
Tier 1 common capital (to risk-weighted assets) 123,520 109,013
Tier 1 capital (to risk-weighted assets) 123,520 109,013
Tier 1 capital (to average assets) $ 123,520 $ 109,013
Total capital (to risk-weighted assets) Ratio 0.140 0.131
Tier 1 common capital (to risk-weighted assets) Ratio 0.128 0.119
Tier 1 capital (to risk-weighted assets) Ratio 0.128 0.119
Tier 1 capital (to average assets) Ratio 0.077 0.081
Total capital amount required for capital adequacy purposes $ 77,045 $ 73,119
Tier 1 common capital (to risk-weighted assets) amount required for capital adequacy purposes 43,338 41,130
Tier 1 capital (to risk-weighted assets) amount required for capital adequacy purposes 57,784 54,839
Tier 1 capital (to average assets) amount required for capital adequacy purposes $ 64,091 $ 53,721
Total capital required for capital adequacy purposes ratio 0.080 0.080
Tier 1 common capital (to risk-weighted assets) amount required for capital adequacy purposes Ratio 0.045 0.045
Tier 1 capital (to risk-weighted assets) required for capital adequacy purposes ratio 0.060 0.060
Tier 1 capital (to average assets) capital required for capital adequacy purposes ratio 0.040 0.040
Total capital, To be Well Capitalized under Prompt Corrective Action $ 96,306 $ 91,399
Tier 1 Common Capital, To be Well Capitalized under Prompt Corrective Action 62,599 59,409
Tier 1 capital (to risk-weighted assets), To be Well Capitalized under Prompt Corrective Action 77,045 73,119
Tier 1 capital (to average assets), To be Well Capitalized under Prompt Corrective Action $ 80,114 $ 67,152
Total capital, To be Well Capitalized under Prompt Corrective Action, ratio 0.100 0.100
Tier 1 Common Capital, To be Well Capitalized under Prompt Corrective Action, ratio 0.065 0.065
Tier 1 capital (to risk-weighted assets), To be Well Capitalized under Prompt Corrective Action, ratio 0.080 0.080
Tier 1 capital (to average assets), To be Well Capitalized under Prompt Corrective Action, ratio 0.050 0.050
XML 108 R83.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value Of Financial Instruments (Fair Value Of Financial Assets Measured On Recurring Basis) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities $ 310,264 $ 130,940
US Treasury Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities   9,998
U.S Government Agency Obligations [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 28,858 39,036
Municipal Bonds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 61,104 39,376
U.S. GSE - Mortgage-backed Securities [Member] | Commercial RealEstate [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 530 543
U.S. GSE - Mortgage-backed Securities [Member] | Residential [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 219,772 41,987
Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 310,264 130,940
Fair Value, Recurring [Member] | US Treasury Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities   9,998
Fair Value, Recurring [Member] | U.S Government Agency Obligations [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 28,858 39,036
Fair Value, Recurring [Member] | Municipal Bonds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 61,104 39,376
Fair Value, Recurring [Member] | U.S. GSE - Mortgage-backed Securities [Member] | Commercial RealEstate [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 530 543
Fair Value, Recurring [Member] | U.S. GSE - Mortgage-backed Securities [Member] | Residential [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 219,772 41,987
(Level 1) Quoted Prices in Active Markets for Identical Assets [Member] | Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities
(Level 1) Quoted Prices in Active Markets for Identical Assets [Member] | Fair Value, Recurring [Member] | US Treasury Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities  
(Level 1) Quoted Prices in Active Markets for Identical Assets [Member] | Fair Value, Recurring [Member] | U.S Government Agency Obligations [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities
(Level 1) Quoted Prices in Active Markets for Identical Assets [Member] | Fair Value, Recurring [Member] | Municipal Bonds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities
(Level 1) Quoted Prices in Active Markets for Identical Assets [Member] | Fair Value, Recurring [Member] | U.S. GSE - Mortgage-backed Securities [Member] | Commercial RealEstate [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities
(Level 1) Quoted Prices in Active Markets for Identical Assets [Member] | Fair Value, Recurring [Member] | U.S. GSE - Mortgage-backed Securities [Member] | Residential [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities
(Level 2) Significant Other Observable Inputs [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 310,264 130,940
(Level 2) Significant Other Observable Inputs [Member] | Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 310,264 130,940
(Level 2) Significant Other Observable Inputs [Member] | Fair Value, Recurring [Member] | US Treasury Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities   9,998
(Level 2) Significant Other Observable Inputs [Member] | Fair Value, Recurring [Member] | U.S Government Agency Obligations [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 28,858 39,036
(Level 2) Significant Other Observable Inputs [Member] | Fair Value, Recurring [Member] | Municipal Bonds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 61,104 39,376
(Level 2) Significant Other Observable Inputs [Member] | Fair Value, Recurring [Member] | U.S. GSE - Mortgage-backed Securities [Member] | Commercial RealEstate [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 530 543
(Level 2) Significant Other Observable Inputs [Member] | Fair Value, Recurring [Member] | U.S. GSE - Mortgage-backed Securities [Member] | Residential [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 219,772 41,987
(Level 3) Significant Unobservable Inputs [Member] | Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities
(Level 3) Significant Unobservable Inputs [Member] | Fair Value, Recurring [Member] | US Treasury Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities  
(Level 3) Significant Unobservable Inputs [Member] | Fair Value, Recurring [Member] | U.S Government Agency Obligations [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities
(Level 3) Significant Unobservable Inputs [Member] | Fair Value, Recurring [Member] | Municipal Bonds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities
(Level 3) Significant Unobservable Inputs [Member] | Fair Value, Recurring [Member] | U.S. GSE - Mortgage-backed Securities [Member] | Commercial RealEstate [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities
(Level 3) Significant Unobservable Inputs [Member] | Fair Value, Recurring [Member] | U.S. GSE - Mortgage-backed Securities [Member] | Residential [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities
XML 109 R84.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value Of Financial Instruments (Fair Value Of Financial Assets Measured On Nonrecurring Basis) (Details) - Impaired Loans [Member] - Fair Value, Nonrecurring [Member] - FV determined through independent appraisals of the underlying collateral [Member] - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets fair value $ 916 $ 1,361
(Level 3) Significant Unobservable Inputs [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets fair value $ 916 $ 1,361
XML 110 R85.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value Of Financial Instruments (Quantitative Information About Level 3 Fair Value Measurements) (Details) - Impaired Loans [Member] - (Level 3) Significant Unobservable Inputs [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Appraisal Adjustment [Member] | Fair Value, Nonrecurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets fair value $ 916 $ 1,361
Appraisal Adjustment [Member] | Minimum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range (25.00%) (25.00%)
Appraisal Adjustment [Member] | Maximum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range 0.00% 0.00%
Appraisal Adjustment [Member] | Weighted Average [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range (22.80%) (15.10%)
Liquidation Expenses [Member] | Minimum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range (8.50%) (10.00%)
Liquidation Expenses [Member] | Maximum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range 0.00% 0.00%
Liquidation Expenses [Member] | Weighted Average [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range (7.70%) (8.50%)
XML 111 R86.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value Of Financial Instruments (Estimated Fair Value Of Financial Instruments) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Securities available for sale $ 310,264 $ 130,940
Paycheck Protection Program loans receivable 8,568 54,334
Paycheck Protection Program Liquidity Facility borrowings   50,794
Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 169,692 131,907
Securities available for sale 310,264 130,940
Loans receivable, net of allowance 1,096,555 1,079,339
Paycheck Protection Program loans receivable 8,568 54,334
Restricted investments in bank stock 1,424 1,330
Accrued interest receivable 2,603 3,136
Deposits 1,467,025 1,232,379
Securities sold under agreements to repurchase and federal funds purchased 11,252 13,612
Long-term borrowings 14,651 14,651
Paycheck Protection Program Liquidity Facility borrowings   50,794
Accrued interest payable 652 1,640
Fair Value Estimate [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 169,692 131,907
Securities available for sale 310,264 130,940
Loans receivable, net of allowance 1,141,467 1,158,545
Paycheck Protection Program loans receivable 8,163 54,632
Restricted investments in bank stock 1,424 1,330
Accrued interest receivable 2,603 3,136
Deposits 1,467,938 1,235,483
Securities sold under agreements to repurchase and federal funds purchased 11,252 13,612
Long-term borrowings 14,665 14,707
Paycheck Protection Program Liquidity Facility borrowings   50,810
Accrued interest payable 652 1,640
(Level 1) Quoted Prices in Active Markets for Identical Assets [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 169,692 131,907
(Level 2) Significant Other Observable Inputs [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Securities available for sale 310,264 130,940
Restricted investments in bank stock 1,424 1,330
Accrued interest receivable 2,603 3,136
Deposits 1,467,938 1,235,483
Securities sold under agreements to repurchase and federal funds purchased 11,252 13,612
Accrued interest payable 652 1,640
(Level 3) Significant Unobservable Inputs [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Loans receivable, net of allowance 1,141,467 1,158,545
Paycheck Protection Program loans receivable 8,163 54,632
Long-term borrowings 14,665 14,707
Paycheck Protection Program Liquidity Facility borrowings   50,810
Commitments to grant loans [Member] | Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Commitments to grant loans [Member] | Fair Value Estimate [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
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Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
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Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
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Transactions With Executive Officers, Directors And Principal Stockholders (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Transactions With Executive Officers, Directors And Principal Stockholders [Abstract]    
Due from related parties $ 15,300,000 $ 16,200,000
Loan disbursements 857,000  
Loan repayments 1,800,000  
Deposits with related parties 17,100,000 18,400,000
Fees paid for related party legal services $ 59,000 $ 29,000
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Lease Commitments (Narrative) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Right of use asset $ 8,700 $ 9,000
Lease liability $ 8,935 $ 9,200
Operating leases weighted average discount rate 2.90% 3.00%
Operating leases weighted average lease term 5 years 9 months 10 days  
Rent expense   $ 1,800
Cost of operating leases   1,700
Short term lease cost   18
Operating cash flow paid for lease liabilities $ 1,800 $ 1,600
Branch Leases [Member]    
Operating leases weighted average discount rate 2.93% 3.04%
Operating leases weighted average lease term 5 years 9 months 29 days  
Equipment Leases [Member]    
Lease liability $ 155  
Operating leases weighted average discount rate 1.08% 1.20%
Operating leases weighted average lease term 3 years 2 months 8 days  
Related Parties [Member]    
Rent expense $ 661 $ 661
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$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
2021 $ 1,833  
2022 1,848  
2023 1,789  
2024 1,481  
2025 1,411  
Thereafter 1,286  
Total payments 9,648  
Less: Discount Amount 713  
Total Lease Liability 8,935 $ 9,200
Branch Leases Third Parties [Member]    
2021 1,118  
2022 1,135  
2023 1,065  
2024 761  
2025 740  
Thereafter 1,231  
Total payments 6,050  
Less: Discount Amount 431  
Total Lease Liability 5,619  
Branch Leases Related Parties [Member]    
2021 660  
2022 672  
2023 685  
2024 698  
2025 671  
Thereafter 55  
Total payments 3,441  
Less: Discount Amount 280  
Total Lease Liability 3,161  
Equipment Leases [Member]    
2021 55  
2022 41  
2023 39  
2024 22  
Total payments 157  
Less: Discount Amount 2  
Total Lease Liability $ 155  
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Federal Income Taxes (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Federal Income Taxes [Abstract]    
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Unrecognized tax benefits, interest accrued and penalties $ 0 $ 0
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$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Federal Income Taxes [Abstract]    
Current $ 4,324 $ 3,479
Deferred (258) (558)
Income tax expense $ 4,066 $ 2,921
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$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Federal Income Taxes [Abstract]    
Federal income tax at statutory rate $ 4,379 $ 3,303
Tax-exempt interest (243) (208)
Bank owned life insurance (104) (171)
Other 34 (3)
Income tax expense $ 4,066 $ 2,921
Federal income tax at statutory rate, percent 21.00% 21.00%
Tax-exempt interest, percent (1.20%) (1.30%)
Bank owned life insurance, percent (0.50%) (1.10%)
Other, percent 0.20% 0.00%
Income Tax Expense 19.50% 18.60%
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$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Deferred tax assets:    
Allowance for loan losses $ 2,412 $ 2,220
Deferred compensation 1,406 1,261
Lease liability 1,876 1,938
Unrealized loss on securities available for sale 317  
Other 19 4
Total Deferred Tax Assets 6,030 5,423
Deferred tax liabilities:    
Premises and equipment 87 53
Prepaid assets 321 221
Deferred loan costs 589 629
Right of use asset 1,834 1,896
Unrealized gain on securities available for sale   781
Total Deferred Tax Liabilities 2,831 3,580
Net Deferred Tax Asset $ 3,199 $ 1,843
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Parent Company Only Financial (Parent Company Only Condensed Balance Sheets) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
ASSETS      
Cash $ 15,244 $ 14,528  
Other assets 14,298 12,509  
Total Assets 1,633,194 1,442,030  
LIABILITIES AND STOCKHOLDERS' EQUITY      
Other liabilities 17,099 16,780  
Stockholders' equity 122,515 112,174 $ 99,615
Total Liabilities and Stockholders' Equity 1,633,194 1,442,030  
Parent Company [Member]      
ASSETS      
Cash 481 473  
Other assets 43 33  
Investment in subsidiary 122,325 111,950  
Total Assets 122,849 112,456  
LIABILITIES AND STOCKHOLDERS' EQUITY      
Other liabilities 334 282  
Stockholders' equity 122,515 112,174  
Total Liabilities and Stockholders' Equity $ 122,849 $ 112,456  
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Parent Company Only Financial (Parent Company Only Condensed Statements Of Income And Comprehensive Income) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Condensed Income Statements, Captions [Line Items]    
Other expenses $ (24,127) $ (22,110)
Income Before Income Taxes 20,852 15,731
Income tax benefit (4,066) (2,921)
Net Income 16,786 12,810
Comprehensive Income 12,655 14,407
Parent Company [Member]    
Condensed Income Statements, Captions [Line Items]    
Other expenses (482) (449)
Equity in net income of banking subsidiary 17,171 13,169
Income Before Income Taxes 16,689 12,720
Income tax benefit 97 90
Net Income 16,786 12,810
Equity in other comprehensive gain of banking subsidiary (4,131) 1,597
Comprehensive Income $ 12,655 $ 14,407
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Parent Company Only Financial (Parent Company Only Condensed Statement Of Cash Flows) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Cash Flows from Operating Activities:    
Net income $ 16,786 $ 12,810
Adjustments to reconcile net income to net cash used in operating activities:    
Stock compensation expense 432 286
Net change in other assets and liabilities 800 1,827
Net Cash (Used) Provided in Operating Activities 15,249 13,634
Cash Flows from Financing Activities:    
Exercise of stock options and proceeds from ESPP 116 212
Purchase of treasury stock (670) (765)
Dividends paid (2,253) (1,644)
Net Cash Used in Financing Activities 178,746 252,059
Parent Company [Member]    
Cash Flows from Operating Activities:    
Net income 16,786 12,810
Adjustments to reconcile net income to net cash used in operating activities:    
Stock compensation expense 432 286
Net change in other assets and liabilities 42 39
Equity in net income of banking subsidiary (17,171) (13,169)
Net Cash (Used) Provided in Operating Activities 89 (34)
Cash Flows Provided By Investing Activities:    
Dividend from banking subsidiary 2,665 2,385
Cash Flows from Financing Activities:    
Exercise of stock options and proceeds from ESPP 177 275
Purchase of treasury stock (670) (765)
Dividends paid (2,253) (1,644)
Net Cash Used in Financing Activities (2,746) (2,134)
Net Increase (Decrease) in Cash 8 217
CASH AND CASH EQUIVALENTS - BEGINNING 473 256
CASH AND CASH EQUIVALENTS - ENDING $ 481 $ 473
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PA 26-3339011 One Hundred Gateway Drive Suite 100 Bethlehem PA 18017 610 882-8800 Common Stock, Par Value $1.00 per share No No Yes Yes Non-accelerated Filer true false false false 103336864 7552477 Portions of the registrant’s definitive proxy statement for the 2022 annual meeting of shareholders are incorporated by reference into Part III of this report. 23 --12-31 Baker Tilly US, LLP Allentown, Pennsylvania 15244000 14528000 153448000 116379000 1000000 1000000 169692000 131907000 310264000 130940000 1424000 1330000 11484000 10570000 1096555000 1079339000 8568000 54334000 3994000 3346000 25796000 25189000 2603000 3136000 14298000 12509000 1633194000 1442030000 323513000 269996000 1143512000 962383000 1467025000 1232379000 11252000 13612000 14651000 14651000 50794000 652000 1640000 17099000 16780000 1510679000 1329856000 1 1 20000000 20000000 7687919 7541776 7637216 7528967 7688000 7637000 26963000 26405000 91493000 76960000 -1194000 2937000 146143 108249 2435000 1765000 122515000 112174000 1633194000 1442030000 40826000 40683000 2747000 1307000 2765000 1353000 1014000 826000 154000 160000 47506000 44329000 3879000 6125000 8000 18000 51000 110000 90000 15000 129000 4012000 6413000 43494000 37916000 915000 2520000 42579000 35396000 321000 265000 866000 647000 479000 416000 607000 930000 24000 128000 103000 59000 2400000 2445000 12149000 11098000 3680000 3323000 2941000 2585000 987000 1096000 834000 846000 555000 389000 302000 251000 871000 869000 1808000 1653000 24127000 22110000 20852000 15731000 4066000 2921000 16786000 12810000 2.23 1.71 2.22 1.70 0.30 0.22 16786000 12810000 -5205000 2149000 24000 128000 -5229000 2021000 -1098000 424000 -4131000 1597000 -4131000 1597000 12655000 14407000 7544000 25937000 65794000 1340000 -1000000 99615000 12810000 12810000 1597000 1597000 0.22 1644000 1644000 52611 52000 316000 368000 11144 11000 145000 156000 12757 13000 135000 148000 34429 758000 34000 104000 138000 5039 5000 58000 63000 40000 18.00 3202 14.00 765000 765000 7637000 26405000 76960000 2937000 -1765000 112174000 7637000 26405000 76960000 2937000 -1765000 112174000 16786000 16786000 -4131000 -4131000 0.30 2253000 2253000 29742 30000 178000 208000 4600 4000 88000 92000 12009 12000 174000 186000 10298 718000 10000 236000 246000 3254 3000 58000 61000 25000 16.65 9400 19.60 3494 20.00 670000 670000 7688000 26963000 91493000 -1194000 -2435000 122515000 16786000 12810000 915000 2520000 -136000 -269000 -2388000 -862000 864000 760000 -65000 -492000 432000 286000 103000 607000 930000 -258000 -558000 24000 128000 689000 748000 59000 -533000 1088000 -800000 -1827000 -988000 -1641000 -914000 -123000 15249000 13634000 236159000 144744000 48232000 102267000 3333000 4023000 18279000 76011000 -48154000 53472000 94000 -148000 4000000 115000 1512000 1983000 -156210000 -173772000 234646000 200411000 -2360000 6404000 61000 63000 -18067000 14651000 62039000 50794000 11245000 670000 765000 116000 212000 2253000 1644000 178746000 252059000 37785000 91921000 131907000 39986000 169692000 131907000 5000000 8054000 4634000 3242000 12000 1233000 923000 Note 1 – Summary of Significant Accounting Policies Principles of Consolidation and Nature of Operations Embassy Bancorp, Inc. (the “Company”) is a Pennsylvania corporation organized in 2008 and registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Company was formed for purposes of acquiring Embassy Bank For The Lehigh Valley (the “Bank”) in connection with the reorganization of the Bank into a bank holding company structure, which was consummated on November 11, 2008. Accordingly, the Company owns all of the capital stock of the Bank, giving the organization more flexibility in meeting its capital needs as the Company continues to grow. The Bank, which is the Company’s principal operating subsidiary, was originally incorporated as a Pennsylvania bank on May 11, 2001 and opened its doors on November 6, 2001. It was formed by a group of local business persons and professionals with significant prior experience in community banking in the Lehigh Valley area of Pennsylvania, the Bank’s primary market area. Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of other-than-temporary impairment on available for sale debt securities, and the determination of the allowance for loan losses. Concentrations of Credit Risk Most of the Company’s activities are with customers located in the Lehigh Valley area of Pennsylvania. Note 3 discusses the types of securities in which the Company invests. The concentrations of credit by type of loan are set forth in Note 4. The Company does not have any significant concentrations to any one specific industry or customer, with the exception of lending activity to a broad range of lessors of residential and non-residential real estate within the Lehigh Valley. Although the Company has a diversified loan portfolio, its debtors’ ability to honor their contracts is influenced by the region’s economy. Presentation of Cash Flows For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing demand deposits with banks, and federal funds sold. Generally, federal funds are purchased or sold for less than one week periods. Securities Securities classified as available for sale are those securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Securities available for sale are carried at fair value. Any decision to sell a security classified as available for sale would be based on various factors, including significant movement in interest rates, changes in maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors. Unrealized gains and losses are reported as increases or decreases in other comprehensive income. Realized gains or losses, determined on the basis of the cost of the specific securities sold, are included in earnings. Premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Other-than-temporary accounting guidance specifies that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. The Company recognized no other-than-temporary impairment charges during the years ended December 31, 2021 and 2020. Restricted Investments in Bank Stock Restricted investments in bank stock consist of FHLBank Pittsburgh (“FHLB”) stock and Atlantic Community Bankers Bank (“ACBB”) stock. The restricted stocks have no quoted market value and are carried at cost. Federal law requires a member institution of the FHLB to hold stock of its district FHLB according to a predetermined formula. Management evaluates the FHLB and ACBB restricted stock for impairment. 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. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the issuer as compared to the capital stock amount for the issuer and the length of time this situation has persisted, (2) commitments by the issuer to make payments required by law or regulation and the level of such payments in relation to the operating performance of the issuer, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the issuer. Management believes no impairment charge is necessary related to the FHLB or ACBB restricted stock as of December 31, 2021. No impairment charge was taken related to the FHLB or ACBB restricted stock as of December 31, 2020. Loans Receivable Loans 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, net of any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield using the effective interest method.  Premiums and discounts on purchased loans are amortized as adjustments to interest income using the effective interest method.  Delinquency fees are recognized in income when collected. As described in Note 2, the Company originated Paycheck Protection Program (“PPP”) loans as part of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and subsequent 2021 Consolidated Appropriations Act (“CAA”). The non-PPP loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following classes: commercial real estate, commercial construction and commercial. Consumer loans consist of the following classes: residential real estate and other consumer loans. The Company makes commercial loans for real estate development and other business purposes required by the customer base. The Company’s credit policies determine advance rates against the different forms of collateral that can be pledged against commercial loans. Typically, the majority of loans will be limited to a percentage of their underlying collateral values such as real estate values, equipment, eligible accounts receivable and inventory. Individual loan advance rates may be higher or lower depending upon the financial strength of the borrower and/or term of the loan. The assets financed through commercial loans are used within the business for its ongoing operation. Repayment of these kinds of loans generally comes from the cash flow of the business or the ongoing conversion of assets. Commercial real estate loans include long-term loans financing commercial properties. Repayments of these loans are dependent upon either the ongoing cash flow of the borrowing entity or the resale of or lease of the subject property. Commercial real estate loans typically require a loan to value ratio of not greater than 80% and vary in terms. Residential mortgages and home equity loans are secured by the borrower’s residential real estate in either a first or second lien position. Residential mortgages and home equity loans have varying interest rates (fixed or variable) depending on the financial condition of the borrower and the loan to value ratio. Residential mortgages may have amortizations up to 30 years and home equity loans may have maturities up to 25 years. Other consumer loans include installment loans, car loans, and overdraft lines of credit. Some of these loans may be unsecured. For all classes of loans receivable, the accrual of interest may be 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. Interest received on nonaccrual loans, including impaired loans, generally is applied against 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. Allowance for Loan Losses The allowance for loan losses represents management’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, or portions of loans, determined to be confirmed losses are charged against the allowance account and subsequent recoveries, if any, are credited to the account. A loss is considered confirmed when information available at the balance sheet date indicates the loan, or a portion thereof, is uncollectible. As further described in Note 2, because of the 100% SBA guarantee, the Company has determined that no allowance for loan losses is required on PPP loans. Management performs a quarterly evaluation of the adequacy of the allowance.  The allowance is based on the Company’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. Management maintains the allowance for loan losses at a level it believes adequate to absorb probable credit losses related to specifically identified loans, as well as probable incurred losses inherent in the remainder of the loan portfolio as of the balance sheet dates. The allowance for loan losses account consists of specific and general reserves. For the specific portion of the allowance for loan losses, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. All amounts due according to the contractual terms means that both the contractual interest and principal payments of a loan will be collected as scheduled in the loan agreement. Factors considered by management in determining impairment include payment status, ability to pay 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. Management 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 considered impaired are measured for impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. If the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, if the loan is collateral dependent, is less than the recorded investment in the loan, including accrued interest and net deferred loan fees or costs, the Company will recognize the impairment by adjusting the allowance for loan losses account through charges to earnings as a provision for loan losses. For loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. 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, loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property. For commercial and industrial 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. The general portion of the allowance for loan losses covers pools of loans by major loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate and other consumer loans. Loss contingencies for each of the major loan pools are determined by applying a total loss factor to the current balance outstanding for each individual pool. The total loss factor is comprised of a historical loss factor using the loss migration method plus a qualitative factor, which adjusts the historical loss factor for changes in trends, conditions and other relevant factors that may affect repayment of the loans in these pools as of the evaluation date. Loss migration involves determining the percentage of each pool that is expected to ultimately result in loss based on historical loss experience. Historical loss factors are based on the ratio of net loans charged-off to loans, net, for each of the major groups of loans. The historical loss factor for each pool, includes but is not limited to, an average of the Company’s historical net charge-off ratio for the most recent rolling four years plus current year to date. In addition to these historical loss factors, management also uses a qualitative factor that represents a number of environmental risks that may cause estimated credit losses associated with the current portfolio to differ from historical loss experience. These environmental risks include: (i) changes in lending policies and procedures including underwriting standards and collection, charge-off and recovery practices; (ii) changes in the composition and volume of the portfolio; (iii) changes in national, local and industry conditions, including the effects of such changes on the value of underlying collateral for collateral-dependent loans; (iv) changes in the volume and severity of classified loans, including past due, nonaccrual, troubled debt restructures and other loan modifications; (v) changes in the levels of, and trends in, charge-offs and recoveries; (vi) the existence and effect of any concentrations of credit and changes in the level of such concentrations; (vii) changes in the experience, ability and depth of lending management and other relevant staff; (viii) changes in the quality of the loan review system and the degree of oversight by the board of directors; and (ix) the effect of external factors such as competition and regulatory requirements on the level of estimated credit losses in the current loan portfolio. Each environmental risk factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation. In 2020 and 2021, the Bank adjusted the economic risk factor, loan modifications risk factor, and other external factor methodologies to incorporate the current economic implications, unemployment rates and amount of loan modifications due to the COVID-19 pandemic, leading to the increase in the allowance for loan losses as a percentage of total loans. All loans that received a CARES Act Section 4013 modification are provided additional qualitative reserve in the Company’s allowance for loan loss calculation. The unallocated component of the general allowance is used to cover inherent losses that exist as of the evaluation date, but which have not been identified as part of the allocated allowance using the above impairment evaluation methodology due to limitations in the process. One such limitation is the imprecision of accurately estimating the impact current economic conditions will have on historical loss rates. Variations in the magnitude of impact may cause estimated credit losses associated with the current portfolio to differ from historical loss experience, resulting in an allowance that is higher or lower than the anticipated level. The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors, and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payment, for commercial and consumer loans. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans criticized as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weakness may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness and borrowers are highly leveraged. They include loans that are inadequately protected by the current sound net worth and the paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass. Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company 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 management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate. Other Real Estate Owned Other real estate owned is comprised of properties acquired through foreclosure proceedings or acceptance of a deed-in-lieu of foreclosure and loans classified as in-substance foreclosures.  A loan is classified as an in-substance foreclosure when the Company has taken possession of the collateral, regardless of whether formal foreclosure proceedings take place. Other real estate owned is recorded at fair value less cost to sell at the time of acquisition. Any excess of the loan balance over the recorded value is charged to the allowance for loan losses at the time of acquisition. After foreclosure, valuations are periodically performed and the assets are carried at the lower of cost or fair value less cost to sell. Changes in the valuation allowance on foreclosed assets are included in other non-interest income. Costs to maintain the assets are included in other non-interest expenses. Any gain or loss realized upon disposal of other real estate owned is included in other non-interest income. There were no foreclosed assets as of December 31, 2021 and 2020. Bank Owned Life Insurance The Company invests in bank owned life insurance (“BOLI”) as a tax deferred investment and a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Company on certain of its employees and directors. The Company is the owner and primary beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from increases in cash surrender value of the policies is included in non-interest income and is not subject to income taxes unless surrendered. The Company does not intend to surrender these policies, and accordingly, no deferred taxes have been recorded on the earnings from these policies. Subsequent to the December 31, 2021 balance sheet date, in January 2022, a former Company employee in which the Company had purchased BOLI policies, passed away. The Company expects to collect approximately $720 thousand of death proceeds on those policies, for an estimated net gain of approximately $435 thousand. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the following estimated useful lives of the related assets: furniture, fixtures and equipment for five years to ten years, leasehold improvements for the life of the lease, building for forty years, computer equipment and data processing software for one year to five years, and automobiles for five years. Transfers of Financial Assets Transfers of financial assets, including sales of loan participations, are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. ‎ Advertising Costs The Company follows the policy of charging the costs of advertising to expense as incurred. Income Taxes Income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to taxable income. Deferred income taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and net operating loss carry forwards and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Earnings Per Share Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period, as adjusted for stock dividends and splits. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method. Year Ended December 31, 2021 2020 (Dollars In Thousands, Except Per Share Data) Net income$ 16,786 $ 12,810 Weighted average shares outstanding 7,517,669 7,469,952 Dilutive effect of potential common shares, stock options 37,116 53,643 Diluted weighted average common shares outstanding 7,554,785 7,523,595 Basic earnings per share$ 2.23 $ 1.71 Diluted earnings per share$ 2.22 $ 1.70 There were no stock options not considered in computing diluted earnings per common share for the years ended December 31, 2021 and December 31, 2020. Employee Benefit Plan The Company has a 401(k) Plan (the “Plan”) for employees. All employees are eligible to participate after they have attained the age of 21 and have also completed 6 consecutive months of service during which at least 500 hours of service are completed. The employees may contribute up to the maximum percentage allowable by law of their compensation to the Plan, and the Company provides a match of fifty percent of the first 8% percent to eligible participating employees. Full vesting in the Plan is prorated equally over a four year period. The Company’s contributions to the Plan for the years ended December 31, 2021 and 2020 were $278 thousand and $228 thousand, respectively. ‎ Off Balance Sheet Financial Instruments In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the consolidated balance sheet when they are funded. Comprehensive Income US GAAP requires that recognized revenue, expenses, gains, and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income. Stock-Based Compensation The Company measures and records compensation expense for share-based payments based on the instrument's fair value on the date of grant. The fair value of each stock option grant is measured using the Black-Scholes option pricing model. The fair value of stock awards is based on the Company's stock price. Share-based compensation expense is recognized over the service period, generally defined as the vesting period. Non-Interest Income The majority of the Company’s revenue-generating transactions are not subject to Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, including revenue generated from financial instruments, such as its loans and investment securities, as these activities are subject to other US GAAP discussed elsewhere within the Company’s disclosures. Descriptions of the Company’s revenue-generating activities that are within the scope of Topic 606, which are presented in the consolidated statement of income as components of non-interest income, are merchant processing and credit card processing fees, debit card interchange fees, other service fees on deposit accounts, and gains and losses on other real estate owned. Credit card processing fees include income from consumer and commercial credit cards and merchant processing income. Income for such performance obligations are generally received at the time the performance obligations are satisfied or within the monthly service period. Service fees on deposit accounts represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when the Company’s performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). The Company recognizes debit card interchange fees daily from debit cardholder transactions conducted through the MasterCard payment network. The Company records a gain or loss from the sale of other real estate owned when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of other real estate owned to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction prices and related gain or loss on the sale if a significant financing component is present. The Company does not sell its mortgages on the secondary market, nor does it offer trust or investment brokerage services to its customers to generate fee income. Subsequent Events The Company has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 2021 through the date these consolidated financial statements were available for issuance for items that should potentially be recognized or disclosed in these consolidated financial statements. ‎ Future Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses”. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In November 2019, the FASB issued an update to defer the implementation date for smaller reporting companies from 2020 to 2023. The Company currently qualifies as a smaller reporting company under SEC Regulation S-K and, therefore, the guidance is effective for the Company in 2023. The Company has not yet determined the impact this standard will have on its financial statements or results of operations. Management has gathered all necessary data and reviewed potential methods to calculate the expected credit losses. Management is currently calculating sample expected loss computations and developing the allowance methodology and assumptions that will be used under the new standard. Management will continue to progress on its implementation project plan and improve the Company’s approach throughout the deferral period. Reclassification Certain amounts in the 2020 consolidated financial statements may have been reclassified to conform to 2021 presentation. These reclassifications had no effect on 2020 net income. Principles of Consolidation and Nature of Operations Embassy Bancorp, Inc. (the “Company”) is a Pennsylvania corporation organized in 2008 and registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Company was formed for purposes of acquiring Embassy Bank For The Lehigh Valley (the “Bank”) in connection with the reorganization of the Bank into a bank holding company structure, which was consummated on November 11, 2008. Accordingly, the Company owns all of the capital stock of the Bank, giving the organization more flexibility in meeting its capital needs as the Company continues to grow. The Bank, which is the Company’s principal operating subsidiary, was originally incorporated as a Pennsylvania bank on May 11, 2001 and opened its doors on November 6, 2001. It was formed by a group of local business persons and professionals with significant prior experience in community banking in the Lehigh Valley area of Pennsylvania, the Bank’s primary market area. Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of other-than-temporary impairment on available for sale debt securities, and the determination of the allowance for loan losses. Concentrations of Credit Risk Most of the Company’s activities are with customers located in the Lehigh Valley area of Pennsylvania. Note 3 discusses the types of securities in which the Company invests. The concentrations of credit by type of loan are set forth in Note 4. The Company does not have any significant concentrations to any one specific industry or customer, with the exception of lending activity to a broad range of lessors of residential and non-residential real estate within the Lehigh Valley. Although the Company has a diversified loan portfolio, its debtors’ ability to honor their contracts is influenced by the region’s economy. Presentation of Cash Flows For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing demand deposits with banks, and federal funds sold. Generally, federal funds are purchased or sold for less than one week periods. Securities Securities classified as available for sale are those securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Securities available for sale are carried at fair value. Any decision to sell a security classified as available for sale would be based on various factors, including significant movement in interest rates, changes in maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors. Unrealized gains and losses are reported as increases or decreases in other comprehensive income. Realized gains or losses, determined on the basis of the cost of the specific securities sold, are included in earnings. Premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Other-than-temporary accounting guidance specifies that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more likely than not the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. The Company recognized no other-than-temporary impairment charges during the years ended December 31, 2021 and 2020. 0 0 Restricted Investments in Bank Stock Restricted investments in bank stock consist of FHLBank Pittsburgh (“FHLB”) stock and Atlantic Community Bankers Bank (“ACBB”) stock. The restricted stocks have no quoted market value and are carried at cost. Federal law requires a member institution of the FHLB to hold stock of its district FHLB according to a predetermined formula. Management evaluates the FHLB and ACBB restricted stock for impairment. 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. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the issuer as compared to the capital stock amount for the issuer and the length of time this situation has persisted, (2) commitments by the issuer to make payments required by law or regulation and the level of such payments in relation to the operating performance of the issuer, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the issuer. Management believes no impairment charge is necessary related to the FHLB or ACBB restricted stock as of December 31, 2021. No impairment charge was taken related to the FHLB or ACBB restricted stock as of December 31, 2020. 0 0 Loans Receivable Loans 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, net of any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield using the effective interest method.  Premiums and discounts on purchased loans are amortized as adjustments to interest income using the effective interest method.  Delinquency fees are recognized in income when collected. As described in Note 2, the Company originated Paycheck Protection Program (“PPP”) loans as part of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and subsequent 2021 Consolidated Appropriations Act (“CAA”). The non-PPP loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following classes: commercial real estate, commercial construction and commercial. Consumer loans consist of the following classes: residential real estate and other consumer loans. The Company makes commercial loans for real estate development and other business purposes required by the customer base. The Company’s credit policies determine advance rates against the different forms of collateral that can be pledged against commercial loans. Typically, the majority of loans will be limited to a percentage of their underlying collateral values such as real estate values, equipment, eligible accounts receivable and inventory. Individual loan advance rates may be higher or lower depending upon the financial strength of the borrower and/or term of the loan. The assets financed through commercial loans are used within the business for its ongoing operation. Repayment of these kinds of loans generally comes from the cash flow of the business or the ongoing conversion of assets. Commercial real estate loans include long-term loans financing commercial properties. Repayments of these loans are dependent upon either the ongoing cash flow of the borrowing entity or the resale of or lease of the subject property. Commercial real estate loans typically require a loan to value ratio of not greater than 80% and vary in terms. Residential mortgages and home equity loans are secured by the borrower’s residential real estate in either a first or second lien position. Residential mortgages and home equity loans have varying interest rates (fixed or variable) depending on the financial condition of the borrower and the loan to value ratio. Residential mortgages may have amortizations up to 30 years and home equity loans may have maturities up to 25 years. Other consumer loans include installment loans, car loans, and overdraft lines of credit. Some of these loans may be unsecured. For all classes of loans receivable, the accrual of interest may be 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. Interest received on nonaccrual loans, including impaired loans, generally is applied against 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. 0.80 P30Y P25Y P90D Allowance for Loan Losses The allowance for loan losses represents management’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, or portions of loans, determined to be confirmed losses are charged against the allowance account and subsequent recoveries, if any, are credited to the account. A loss is considered confirmed when information available at the balance sheet date indicates the loan, or a portion thereof, is uncollectible. As further described in Note 2, because of the 100% SBA guarantee, the Company has determined that no allowance for loan losses is required on PPP loans. Management performs a quarterly evaluation of the adequacy of the allowance.  The allowance is based on the Company’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. Management maintains the allowance for loan losses at a level it believes adequate to absorb probable credit losses related to specifically identified loans, as well as probable incurred losses inherent in the remainder of the loan portfolio as of the balance sheet dates. The allowance for loan losses account consists of specific and general reserves. For the specific portion of the allowance for loan losses, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. All amounts due according to the contractual terms means that both the contractual interest and principal payments of a loan will be collected as scheduled in the loan agreement. Factors considered by management in determining impairment include payment status, ability to pay 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. Management 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 considered impaired are measured for impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. If the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, if the loan is collateral dependent, is less than the recorded investment in the loan, including accrued interest and net deferred loan fees or costs, the Company will recognize the impairment by adjusting the allowance for loan losses account through charges to earnings as a provision for loan losses. For loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. 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, loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property. For commercial and industrial 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. The general portion of the allowance for loan losses covers pools of loans by major loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate and other consumer loans. Loss contingencies for each of the major loan pools are determined by applying a total loss factor to the current balance outstanding for each individual pool. The total loss factor is comprised of a historical loss factor using the loss migration method plus a qualitative factor, which adjusts the historical loss factor for changes in trends, conditions and other relevant factors that may affect repayment of the loans in these pools as of the evaluation date. Loss migration involves determining the percentage of each pool that is expected to ultimately result in loss based on historical loss experience. Historical loss factors are based on the ratio of net loans charged-off to loans, net, for each of the major groups of loans. The historical loss factor for each pool, includes but is not limited to, an average of the Company’s historical net charge-off ratio for the most recent rolling four years plus current year to date. In addition to these historical loss factors, management also uses a qualitative factor that represents a number of environmental risks that may cause estimated credit losses associated with the current portfolio to differ from historical loss experience. These environmental risks include: (i) changes in lending policies and procedures including underwriting standards and collection, charge-off and recovery practices; (ii) changes in the composition and volume of the portfolio; (iii) changes in national, local and industry conditions, including the effects of such changes on the value of underlying collateral for collateral-dependent loans; (iv) changes in the volume and severity of classified loans, including past due, nonaccrual, troubled debt restructures and other loan modifications; (v) changes in the levels of, and trends in, charge-offs and recoveries; (vi) the existence and effect of any concentrations of credit and changes in the level of such concentrations; (vii) changes in the experience, ability and depth of lending management and other relevant staff; (viii) changes in the quality of the loan review system and the degree of oversight by the board of directors; and (ix) the effect of external factors such as competition and regulatory requirements on the level of estimated credit losses in the current loan portfolio. Each environmental risk factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation. In 2020 and 2021, the Bank adjusted the economic risk factor, loan modifications risk factor, and other external factor methodologies to incorporate the current economic implications, unemployment rates and amount of loan modifications due to the COVID-19 pandemic, leading to the increase in the allowance for loan losses as a percentage of total loans. All loans that received a CARES Act Section 4013 modification are provided additional qualitative reserve in the Company’s allowance for loan loss calculation. The unallocated component of the general allowance is used to cover inherent losses that exist as of the evaluation date, but which have not been identified as part of the allocated allowance using the above impairment evaluation methodology due to limitations in the process. One such limitation is the imprecision of accurately estimating the impact current economic conditions will have on historical loss rates. Variations in the magnitude of impact may cause estimated credit losses associated with the current portfolio to differ from historical loss experience, resulting in an allowance that is higher or lower than the anticipated level. The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors, and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payment, for commercial and consumer loans. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans criticized as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weakness may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness and borrowers are highly leveraged. They include loans that are inadequately protected by the current sound net worth and the paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass. Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company 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 management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate. 1 Other Real Estate Owned Other real estate owned is comprised of properties acquired through foreclosure proceedings or acceptance of a deed-in-lieu of foreclosure and loans classified as in-substance foreclosures.  A loan is classified as an in-substance foreclosure when the Company has taken possession of the collateral, regardless of whether formal foreclosure proceedings take place. Other real estate owned is recorded at fair value less cost to sell at the time of acquisition. Any excess of the loan balance over the recorded value is charged to the allowance for loan losses at the time of acquisition. After foreclosure, valuations are periodically performed and the assets are carried at the lower of cost or fair value less cost to sell. Changes in the valuation allowance on foreclosed assets are included in other non-interest income. Costs to maintain the assets are included in other non-interest expenses. Any gain or loss realized upon disposal of other real estate owned is included in other non-interest income. There were no foreclosed assets as of December 31, 2021 and 2020. 0 0 Bank Owned Life Insurance The Company invests in bank owned life insurance (“BOLI”) as a tax deferred investment and a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Company on certain of its employees and directors. The Company is the owner and primary beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from increases in cash surrender value of the policies is included in non-interest income and is not subject to income taxes unless surrendered. The Company does not intend to surrender these policies, and accordingly, no deferred taxes have been recorded on the earnings from these policies. Subsequent to the December 31, 2021 balance sheet date, in January 2022, a former Company employee in which the Company had purchased BOLI policies, passed away. The Company expects to collect approximately $720 thousand of death proceeds on those policies, for an estimated net gain of approximately $435 thousand. 720000 435000 Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the following estimated useful lives of the related assets: furniture, fixtures and equipment for five years to ten years, leasehold improvements for the life of the lease, building for forty years, computer equipment and data processing software for one year to five years, and automobiles for five years. P5Y P10Y P40Y P1Y P5Y P5Y Transfers of Financial Assets Transfers of financial assets, including sales of loan participations, are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. ‎ Advertising Costs The Company follows the policy of charging the costs of advertising to expense as incurred. Income Taxes Income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to taxable income. Deferred income taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and net operating loss carry forwards and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Earnings Per Share Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period, as adjusted for stock dividends and splits. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method. Year Ended December 31, 2021 2020 (Dollars In Thousands, Except Per Share Data) Net income$ 16,786 $ 12,810 Weighted average shares outstanding 7,517,669 7,469,952 Dilutive effect of potential common shares, stock options 37,116 53,643 Diluted weighted average common shares outstanding 7,554,785 7,523,595 Basic earnings per share$ 2.23 $ 1.71 Diluted earnings per share$ 2.22 $ 1.70 There were no stock options not considered in computing diluted earnings per common share for the years ended December 31, 2021 and December 31, 2020. Year Ended December 31, 2021 2020 (Dollars In Thousands, Except Per Share Data) Net income$ 16,786 $ 12,810 Weighted average shares outstanding 7,517,669 7,469,952 Dilutive effect of potential common shares, stock options 37,116 53,643 Diluted weighted average common shares outstanding 7,554,785 7,523,595 Basic earnings per share$ 2.23 $ 1.71 Diluted earnings per share$ 2.22 $ 1.70 16786000 12810000 7517669 7469952 37116 53643 7554785 7523595 2.23 1.71 2.22 1.70 0 0 Employee Benefit Plan The Company has a 401(k) Plan (the “Plan”) for employees. All employees are eligible to participate after they have attained the age of 21 and have also completed 6 consecutive months of service during which at least 500 hours of service are completed. The employees may contribute up to the maximum percentage allowable by law of their compensation to the Plan, and the Company provides a match of fifty percent of the first 8% percent to eligible participating employees. Full vesting in the Plan is prorated equally over a four year period. The Company’s contributions to the Plan for the years ended December 31, 2021 and 2020 were $278 thousand and $228 thousand, respectively. P6M PT500H 0.50 0.08 P4Y 278000 228000 ‎ Off Balance Sheet Financial Instruments In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the consolidated balance sheet when they are funded. Comprehensive Income US GAAP requires that recognized revenue, expenses, gains, and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income. Stock-Based Compensation The Company measures and records compensation expense for share-based payments based on the instrument's fair value on the date of grant. The fair value of each stock option grant is measured using the Black-Scholes option pricing model. The fair value of stock awards is based on the Company's stock price. Share-based compensation expense is recognized over the service period, generally defined as the vesting period. Non-Interest Income The majority of the Company’s revenue-generating transactions are not subject to Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, including revenue generated from financial instruments, such as its loans and investment securities, as these activities are subject to other US GAAP discussed elsewhere within the Company’s disclosures. Descriptions of the Company’s revenue-generating activities that are within the scope of Topic 606, which are presented in the consolidated statement of income as components of non-interest income, are merchant processing and credit card processing fees, debit card interchange fees, other service fees on deposit accounts, and gains and losses on other real estate owned. Credit card processing fees include income from consumer and commercial credit cards and merchant processing income. Income for such performance obligations are generally received at the time the performance obligations are satisfied or within the monthly service period. Service fees on deposit accounts represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when the Company’s performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). The Company recognizes debit card interchange fees daily from debit cardholder transactions conducted through the MasterCard payment network. The Company records a gain or loss from the sale of other real estate owned when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of other real estate owned to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction prices and related gain or loss on the sale if a significant financing component is present. The Company does not sell its mortgages on the secondary market, nor does it offer trust or investment brokerage services to its customers to generate fee income. Subsequent Events The Company has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 2021 through the date these consolidated financial statements were available for issuance for items that should potentially be recognized or disclosed in these consolidated financial statements. Future Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses”. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In November 2019, the FASB issued an update to defer the implementation date for smaller reporting companies from 2020 to 2023. The Company currently qualifies as a smaller reporting company under SEC Regulation S-K and, therefore, the guidance is effective for the Company in 2023. The Company has not yet determined the impact this standard will have on its financial statements or results of operations. Management has gathered all necessary data and reviewed potential methods to calculate the expected credit losses. Management is currently calculating sample expected loss computations and developing the allowance methodology and assumptions that will be used under the new standard. Management will continue to progress on its implementation project plan and improve the Company’s approach throughout the deferral period. Reclassification Certain amounts in the 2020 consolidated financial statements may have been reclassified to conform to 2021 presentation. These reclassifications had no effect on 2020 net income. Note 2 – COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic and on March 13, 2020 the United States government declared COVID-19 as a national emergency. The continuing effects of COVID-19 could adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. The economic effects of COVID-19 may adversely affect the Company’s financial condition and results of operations as further described below. The full future potential impact is unknown at this time. Beginning in 2020 and through early 2021, the Company provided certain borrowers affected in a variety of ways by COVID-19 with payment accommodations that facilitate their ability to work through the immediate impact of the virus. Payment accommodations were in the form of short-term principal and/or interest deferrals. These payment accommodations were made in accordance with Section 4013 of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus. Section 4013 of the CARES Act, enacted on March 27, 2020, provided that the Company may elect to suspend US GAAP for loan modifications related to the pandemic which would otherwise be categorized as troubled debt restructurings and suspend any determination of a loan modified as a result of the effects of the pandemic as being a troubled debt restructuring, including impairment for accounting purposes. Interest income continued to be recognized during the accommodation period. ‎ The following table presents COVID-19 CARES Act Section 4013 loans based on loan type, payment accommodation status, and amount at December 31, 2021 and December 31, 2020: December 31, 2021 Number of Loans - Payment Accommodation Period Ended Number of Loans - Payment Accommodation Period Active Total Number of Loans Loan Amount - Payment Accommodation Period Ended Loan Amount - Payment Accommodation Period Active Total Loan Amount (Dollars In Thousands)Commercial real estate 116 - 116 $ 101,545 $ - $101,545Commercial 29 - 29 4,107 - 4,107Residential real estate 52 - 52 10,702 - 10,702Consumer 2 - 2 24 - 24Total 199 - 199 $ 116,378 $ - $116,378 December 31, 2020 Number of Loans - Payment Accommodation Period Ended Number of Loans - Payment Accommodation Period Active Total Number of Loans Loan Amount - Payment Accommodation Period Ended Loan Amount - Payment Accommodation Period Active Total Loan Amount (Dollars In Thousands)Commercial real estate 130 7 137 $ 112,016 $ 16,830 $128,846Commercial 43 1 44 7,445 752 8,197Residential real estate 68 4 72 13,517 717 14,234Consumer 2 - 2 31 - 31Total 243 12 255 $ 133,009 $ 18,299 $151,308 The Company participates in the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) under the CARES Act and subsequent 2021 Consolidated Appropriations Act (“CAA”). As of December 31, 2021, the Company had a total of forty-eight (48) PPP loans outstanding with a receivable balance of $8.6 million, net of $165 thousand of unearned origination fees and costs. At December 31, 2020, the Company had a total of four hundred seventy (470) PPP loans outstanding with a receivable balance of $54.3 million, net of $1.2 million of unearned origination fees and costs. From January 1, 2021 to December 31, 2021, the Company originated three hundred thirty-three (333) new PPP loans with a balance of $31.6 million, net of $1.4 million of unearned origination fees and costs. From January 1, 2021 to December 31, 2021, the Company received forgiveness payments from the SBA on PPP loan principal balances of $79.8 million. These PPP loans are 100% guaranteed by the SBA, have a two year or up to five year maturity and an interest rate of 1% throughout the term of the loan, with payments deferred until forgiveness proceeds are received from the SBA or ten months after the end of the covered period. The SBA may forgive the PPP loans if certain conditions are met by the borrower, including using at least 60% of the proceeds for payroll costs. The SBA also provided the Company with a processing fee for each loan, with the amount of such fee pre-determined by the SBA dependent upon the size of each loan. As of December 31, 2021 and December 31, 2020, the Company has net deferred PPP loan fees and costs of $165 thousand and $1.2 million, respectively, which will be recognized through interest income over the life of the related PPP loans. In accordance with the 100% SBA guarantee and the Company’s opinion that the majority of the PPP loans will be forgiven, the Company has determined that no allowance for loan losses is required on the PPP loans. All PPP loans have a pass rating and none are past due under their contractual terms. In April 2020, the Company applied and was approved by the Federal Reserve Board for both the ability to borrow under its Paycheck Protection Program Liquidity Facility (“PPPLF”), as well as its Discount Window. The PPPLF provides term funding to depository institutions that originate loans to small businesses under the PPP. PPP loans that are pledged to secure PPPLF extensions of credit are excluded from leverage ratio calculations. The Company had PPPLF borrowings of $50.8 million at December 31, 2020. As of February 3, 2021, the PPPLF borrowings have been paid off in full. December 31, 2021 Number of Loans - Payment Accommodation Period Ended Number of Loans - Payment Accommodation Period Active Total Number of Loans Loan Amount - Payment Accommodation Period Ended Loan Amount - Payment Accommodation Period Active Total Loan Amount (Dollars In Thousands)Commercial real estate 116 - 116 $ 101,545 $ - $101,545Commercial 29 - 29 4,107 - 4,107Residential real estate 52 - 52 10,702 - 10,702Consumer 2 - 2 24 - 24Total 199 - 199 $ 116,378 $ - $116,378 December 31, 2020 Number of Loans - Payment Accommodation Period Ended Number of Loans - Payment Accommodation Period Active Total Number of Loans Loan Amount - Payment Accommodation Period Ended Loan Amount - Payment Accommodation Period Active Total Loan Amount (Dollars In Thousands)Commercial real estate 130 7 137 $ 112,016 $ 16,830 $128,846Commercial 43 1 44 7,445 752 8,197Residential real estate 68 4 72 13,517 717 14,234Consumer 2 - 2 31 - 31Total 243 12 255 $ 133,009 $ 18,299 $151,308 116 116 101545000 101545000 29 29 4107000 4107000 52 52 10702000 10702000 2 2 24000 24000 199 199 116378000 116378000 130 7 137 112016000 16830000 128846000 43 1 44 7445000 752000 8197000 68 4 72 13517000 717000 14234000 2 2 31000 31000 243 12 255 133009000 18299000 151308000 48 8600000 165000 470 54300000 1200000 333 31600000 1400000 79800000 1 P2Y P5Y 0.01 0.60 165000 1200000 1 50800000 Note 3 – Securities Available For Sale The amortized cost and approximate fair values of securities available-for-sale were as follows at December 31, 2021 and 2020, respectively: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value (In Thousands)December 31, 2021: U.S. Government agency obligations$ 29,146 $ - $ (288) $ 28,858Municipal bonds 60,017 1,464 (377) 61,104U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - commercial 511 19 - 530U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 222,101 885 (3,214) 219,772Total$ 311,775 $ 2,368 $ (3,879) $ 310,264 December 31, 2020: U.S. Treasury securities$ 9,998 $ - $ - $ 9,998U.S. Government agency obligations 39,059 1 (24) 39,036Municipal bonds 37,409 1,967 - 39,376U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - commercial 512 31 - 543U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 40,244 1,743 - 41,987Total$ 127,222 $ 3,742 $ (24) $ 130,940 The amortized cost and fair value of securities as of December 31, 2021, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without any penalties. Amortized Fair Cost Value (In Thousands) Due in one year or less $ 685 $ 686 Due after one year through five years 30,376 30,091 Due after five years through ten years 6,707 6,983 Due after ten years 51,395 52,202 89,163 89,962 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial 511 530 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential 222,101 219,772 $ 311,775 $ 310,264 Gross gains of $24 thousand and $128 thousand were realized on the sales of securities for the year ended December 31, 2021 and December 31, 2020, respectively. There were no gross losses on the sales of securities for the year ended December 31, 2021 and December 31, 2020. The following table shows the Company’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2021 and December 31, 2020, respectively: Less Than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses December 31, 2021:(In Thousands)U.S. Government agency obligations$ 9,911 $ (84) $ 18,947 $ (204) $ 28,858 $ (288)Municipal bonds 20,722 (377) - - 20,722 (377)U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 190,435 (3,214) - - 190,435 (3,214)Total Temporarily Impaired Securities$ 221,068 $ (3,675) $ 18,947 $ (204) $ 240,015 $ (3,879) December 31, 2020: U.S. Government agency obligations$ 31,369 $ (24) $ - $ - $ 31,369 $ (24)Total Temporarily Impaired Securities$ 31,369 $ (24) $ - $ - $ 31,369 $ (24) The Company had seventy (70) securities in an unrealized loss position at December 31, 2021 and five (5) securities in an unrealized loss position at December 31, 2020. Unrealized losses are due only to market interest rate fluctuations. As of December 31, 2021, the Company either has the intent and ability to hold the securities until maturity or market price recovery or believes that it is more likely than not that it will not be required to sell such securities. Management believes that the unrealized loss only represents temporary impairment of the securities. None of the individual losses are significant. Securities with a carrying value of $114.0 million and $98.7 million at December 31, 2021 and December 31, 2020, respectively, were subject to agreements to repurchase, pledged to secure public deposits, or pledged for other purposes required or permitted by law. Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value (In Thousands)December 31, 2021: U.S. Government agency obligations$ 29,146 $ - $ (288) $ 28,858Municipal bonds 60,017 1,464 (377) 61,104U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - commercial 511 19 - 530U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 222,101 885 (3,214) 219,772Total$ 311,775 $ 2,368 $ (3,879) $ 310,264 December 31, 2020: U.S. Treasury securities$ 9,998 $ - $ - $ 9,998U.S. Government agency obligations 39,059 1 (24) 39,036Municipal bonds 37,409 1,967 - 39,376U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - commercial 512 31 - 543U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 40,244 1,743 - 41,987Total$ 127,222 $ 3,742 $ (24) $ 130,940 29146000 288000 28858000 60017000 1464000 377000 61104000 511000 19000 530000 222101000 885000 3214000 219772000 311775000 2368000 3879000 310264000 9998000 9998000 39059000 1000 24000 39036000 37409000 1967000 39376000 512000 31000 543000 40244000 1743000 41987000 127222000 3742000 24000 130940000 Amortized Fair Cost Value (In Thousands) Due in one year or less $ 685 $ 686 Due after one year through five years 30,376 30,091 Due after five years through ten years 6,707 6,983 Due after ten years 51,395 52,202 89,163 89,962 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial 511 530 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential 222,101 219,772 $ 311,775 $ 310,264 685000 686000 30376000 30091000 6707000 6983000 51395000 52202000 89163000 89962000 511000 530000 222101000 219772000 311775000 310264000 24000 128000 0 0 Less Than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses December 31, 2021:(In Thousands)U.S. Government agency obligations$ 9,911 $ (84) $ 18,947 $ (204) $ 28,858 $ (288)Municipal bonds 20,722 (377) - - 20,722 (377)U.S. Government Sponsored Enterprise (GSE) - ‎   Mortgage-backed securities - residential 190,435 (3,214) - - 190,435 (3,214)Total Temporarily Impaired Securities$ 221,068 $ (3,675) $ 18,947 $ (204) $ 240,015 $ (3,879) December 31, 2020: U.S. Government agency obligations$ 31,369 $ (24) $ - $ - $ 31,369 $ (24)Total Temporarily Impaired Securities$ 31,369 $ (24) $ - $ - $ 31,369 $ (24) 9911000 84000 18947000 204000 28858000 288000 20722000 377000 20722000 377000 190435000 3214000 190435000 3214000 221068000 3675000 18947000 204000 240015000 3879000 31369000 24000 31369000 24000 31369000 24000 31369000 24000 70 5 114000000.0 98700000 Note 4 – Loans Receivable and Credit Quality The Company has presented PPP loans of $8.6 million at December 31, 2021 and $54.3 million at December 31, 2020 separately from loans receivable on the Consolidated Balance Sheet. As described in Note 2, PPP loans are 100% SBA guaranteed and the Company has determined that no allowance for loan losses is required on PPP loans. All PPP loans are risk rated as pass and considered current for payment status purpose. PPP loans are not included in the following composition and credit quality tables. ‎ The following table presents the composition of loans receivable (excluding PPP loans): December 31, 2021 2020 (In Thousands) Commercial real estate$ 440,655 $ 452,251 Commercial construction 6,100 12,176 Commercial 41,923 48,114 Residential real estate 618,694 576,437 Consumer 642 640 Total Loans 1,108,014 1,089,618 Unearned net loan origination costs 25 291 Allowance for Loan Losses (11,484) (10,570) Net Loans$ 1,096,555 $ 1,079,339 The following table summarizes information in regard to the allowance for loan losses (excluding PPP loans) as of December 31, 2021 and 2020, respectively: Commercial Real Estate Commercial Construction Commercial Residential Real Estate Consumer Unallocated Total (In Thousands) Allowance for loan losses Year Ending December 31, 2021 Beginning Balance - December 31, 2020$ 4,379  $ 150  $ 848  $ 4,485  $ 14  $ 694  $ 10,570  Charge-offs - - - (2) (2) - (4) Recoveries - - - 3  - - 3  Provisions 21  (79) 480  232  2  259  915  Ending Balance - December 31, 2021$ 4,400  $ 71  $ 1,328  $ 4,718  $ 14  $ 953  $ 11,484  Year Ending December 31, 2020 Beginning Balance - December 31, 2019$ 3,221  $ 121  $ 770  $ 3,488  $ 19  $ 403  $ 8,022  Charge-offs - - - - - - - Recoveries 24  - - 4  - - 28  Provisions 1,134  29  78  993  (5) 291  2,520  Ending Balance - December 31, 2020$ 4,379  $ 150  $ 848  $ 4,485  $ 14  $ 694  $ 10,570  ‎ The following tables represent the allocation of the allowance for loan losses and the related loan portfolio, (excluding PPP loans), disaggregated based on impairment methodology at December 31, 2021 and December 31, 2020, respectively: Commercial Real Estate Commercial Construction Commercial Residential Real Estate Consumer Unallocated Total (In Thousands) December 31, 2021 Allowance for Loan Losses Ending Balance$ 4,400 $ 71 $ 1,328 $ 4,718 $ 14 $ 953 $ 11,484Ending balance: individually evaluated for impairment$ - $ 7 $ 41 $ 116 $ - $ - $ 164Ending balance: collectively evaluated for impairment$ 4,400 $ 64 $ 1,287 $ 4,602 $ 14 $ 953 $ 11,320 Loans receivables: Ending balance$ 440,655 $ 6,100 $ 41,923 $ 618,694 $ 642 $ 1,108,014Ending balance: individually evaluated for impairment$ 1,433 $ 311 $ 248 $ 1,508 $ - $ 3,500Ending balance: collectively evaluated for impairment$ 439,222 $ 5,789 $ 41,675 $ 617,186 $ 642 $ 1,104,514 December 31, 2020 Allowance for Loan Losses Ending Balance$ 4,379 $ 150 $ 848 $ 4,485 $ 14 $ 694 $ 10,570Ending balance: individually evaluated for impairment$ 21 $ - $ 23 $ 125 $ - $ - $ 169Ending balance: collectively evaluated for impairment$ 4,358 $ 150 $ 825 $ 4,360 $ 14 $ 694 $ 10,401 Loans receivables: Ending balance$ 452,251 $ 12,176 $ 48,114 $ 576,437 $ 640 $ 1,089,618Ending balance: individually evaluated for impairment$ 1,547 $ 315 $ 230 $ 1,548 $ - $ 3,640Ending balance: collectively evaluated for impairment$ 450,704 $ 11,861 $ 47,884 $ 574,889 $ 640 $ 1,085,978‎ The following table summarizes information in regard to impaired loans (excluding PPP loans) by loan portfolio class as of December 31, 2021 and 2020, respectively: Year to Date Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized December 31, 2021 (In Thousands) With no related allowance recorded: Commercial real estate $ 1,433 $ 1,673 $ 981 $ 69 Commercial construction 55 55 249 2 Commercial - - - - Residential real estate 932 1,002 1,283 36 Consumer - - - - With an allowance recorded: Commercial real estate $ - $ - $ - $ 513 $ - Commercial construction 256 256 7 64 8 Commercial 248 248 41 232 10 Residential real estate 576 576 116 586 21 Consumer - - - - - Total: Commercial real estate $ 1,433 $ 1,673 $ - $ 1,494 $ 69 Commercial construction 311 311 7 313 10 Commercial 248 248 41 232 10 Residential real estate 1,508 1,578 116 1,869 57 Consumer - - - - - $ 3,500 $ 3,810 $ 164 $ 3,908 $ 146 December 31, 2020 With no related allowance recorded: Commercial real estate $ 851 $ 1,091 $ 870 $ 49 Commercial construction 315 315 315 10 Commercial - - - - Residential real estate 944 1,014 873 32 Consumer - - - - With an allowance recorded: Commercial real estate $ 696 $ 696 $ 21 $ 699 $ 21 Commercial construction - - - - - Commercial 230 230 23 232 9 Residential real estate 604 604 125 614 22 Consumer - - - 1 - Total: Commercial real estate $ 1,547 $ 1,787 $ 21 $ 1,569 $ 70 Commercial construction 315 315 - 315 10 Commercial 230 230 23 232 9 Residential real estate 1,548 1,618 125 1,487 54 Consumer - - - 1 - $ 3,640 $ 3,950 $ 169 $ 3,604 $ 143 ‎ The following table presents the classes of the loan portfolio (excluding PPP loans), summarized by the aggregate pass rating and the classified ratings of special mention (potential weaknesses), substandard (well defined weaknesses) and doubtful (full collection unlikely) within the Company's internal risk rating system as of December 31, 2021 and December 31, 2020, respectively: Pass Special Mention Substandard Doubtful Total December 31, 2021 (In Thousands)Commercial real estate$ 439,280 $ - $ 1,375 $ - $ 440,655Commercial construction 5,789 - 311 - 6,100Commercial 41,899 24 - - 41,923Residential real estate 617,533 489 672 - 618,694Consumer 642 - - - 642 Total$ 1,105,143 $ 513 $ 2,358 $ - $ 1,108,014 December 31, 2020 Commercial real estate$ 450,823 $ - $ 1,428 $ - $ 452,251Commercial construction 11,861 - 315 - 12,176Commercial 48,114 - - - 48,114Residential real estate 575,344 512 581 - 576,437Consumer 640 - - - 640 Total$ 1,086,782 $ 512 $ 2,324 $ - $ 1,089,618 The following table presents nonaccrual loans by classes of the loan portfolio: December 31, 2021 2020 (In Thousands) Commercial real estate$ - $ - Commercial construction - - Commercial - - Residential real estate 242 274 Consumer - - Total$ 242 $ 274 ‎ The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio (excluding PPP loans) summarized by the past due status as of December 31, 2021 and 2020, respectively: 30-59 Days Past Due 60-89 Days Past Due Greater than 90 Days Past Due Total Past Due Current Total Loan‎Receivables Loan Receivables > 90 Days and Accruing December 31, 2021(In Thousands)Commercial real estate$ - $ - $ - $ - $ 440,655 $ 440,655 $ -Commercial construction - - - - 6,100 6,100 -Commercial - - - - 41,923 41,923 -Residential real estate - 12 217 229 618,465 618,694 -Consumer - - - - 642 642 - Total$ - $ 12 $ 217 $ 229 $ 1,107,785 $ 1,108,014 $ - December 31, 2020 Commercial real estate$ 514 $ - $ - $ 514 $ 451,737 $ 452,251 $ -Commercial construction - - - - 12,176 12,176 -Commercial - - - - 48,114 48,114 -Residential real estate 336 - 42 378 576,059 576,437 -Consumer 2 - - 2 638 640 - Total$ 852 $ - $ 42 $ 894 $ 1,088,724 $ 1,089,618 $ - At December 31, 2021, the Company had $217 thousand in recorded investment in consumer loans collateralized by residential real estate property that is in the process of foreclosure. Troubled Debt Restructurings The Company may grant a concession or modification for economic or legal reasons related to a borrower’s financial condition that it would not otherwise consider, resulting in a modified loan which is then identified as a troubled debt restructuring (“TDR”). The Company may modify loans through rate reductions, extensions to maturity, interest only payments, or payment modifications to better coincide the timing of payments due under the modified terms with the expected timing of cash flows from the borrowers’ operations. Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. TDRs are considered impaired loans for purposes of calculating the Company’s allowance for loan losses. Payment accommodations completed since the COVID-19 outbreak reported in accordance with Section 4013 of the CARES Act and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus are described in Note 2 and are not considered a TDR. The Company identifies loans for potential restructure primarily through direct communication with the borrower and the evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports.  Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future. ‎ The following table presents TDRs outstanding at December 31, 2021 and 2020, respectively: Accrual Loans Non-Accrual Loans Total Modifications (In Thousands) December 31, 2021 Commercial real estate$ 1,027  $ - $ 1,027  Commercial construction 256  - 256  Commercial 248  - 248  Residential real estate 806  13  819  Consumer - - - Total$ 2,337  $ 13  $ 2,350  December 31, 2020 Commercial real estate$ 1,125  $ - $ 1,125  Commercial construction 260  - 260  Commercial 230  - 230  Residential real estate 944  15  959  Consumer - - - Total$ 2,559  $ 15  $ 2,574  There were no new TDRs during the year ended December 31, 2020. The following table presents new TDRs during the year ended December 31, 2021: Number of Loans Pre-Modification Outstanding Balance Post- Modification Outstanding Balance (Dollars In Thousands) Year Ending December 31, 2021 Commercial 1 $ 24 $ 24 1 $ 24 $ 24 The TDR listed above, consisting of a six-month interest only period, required an impairment reserve of $24 thousand recorded in the allowance for loan losses at December 31, 2021. As December 31, 2021 and 2020, no available commitments were outstanding on TDRs. There were no loans that were modified and classified as a TDR within the prior twelve months that experienced a payment default (loans ninety or more days past due) during the years ended December 31, 2021 and December 31, 2020. 8600000 54300000 1 December 31, 2021 2020 (In Thousands) Commercial real estate$ 440,655 $ 452,251 Commercial construction 6,100 12,176 Commercial 41,923 48,114 Residential real estate 618,694 576,437 Consumer 642 640 Total Loans 1,108,014 1,089,618 Unearned net loan origination costs 25 291 Allowance for Loan Losses (11,484) (10,570) Net Loans$ 1,096,555 $ 1,079,339 440655000 452251000 6100000 12176000 41923000 48114000 618694000 576437000 642000 640000 1108014000 1089618000 25000 291000 11484000 10570000 1096555000 1079339000 Commercial Real Estate Commercial Construction Commercial Residential Real Estate Consumer Unallocated Total (In Thousands) Allowance for loan losses Year Ending December 31, 2021 Beginning Balance - December 31, 2020$ 4,379  $ 150  $ 848  $ 4,485  $ 14  $ 694  $ 10,570  Charge-offs - - - (2) (2) - (4) Recoveries - - - 3  - - 3  Provisions 21  (79) 480  232  2  259  915  Ending Balance - December 31, 2021$ 4,400  $ 71  $ 1,328  $ 4,718  $ 14  $ 953  $ 11,484  Year Ending December 31, 2020 Beginning Balance - December 31, 2019$ 3,221  $ 121  $ 770  $ 3,488  $ 19  $ 403  $ 8,022  Charge-offs - - - - - - - Recoveries 24  - - 4  - - 28  Provisions 1,134  29  78  993  (5) 291  2,520  Ending Balance - December 31, 2020$ 4,379  $ 150  $ 848  $ 4,485  $ 14  $ 694  $ 10,570  4379000 150000 848000 4485000 14000 694000 10570000 2000 2000 4000 3000 3000 21000 -79000 480000 232000 2000 259000 915000 4400000 71000 1328000 4718000 14000 953000 11484000 3221000 121000 770000 3488000 19000 403000 8022000 24000 4000 28000 1134000 29000 78000 993000 -5000 291000 2520000 4379000 150000 848000 4485000 14000 694000 10570000 Commercial Real Estate Commercial Construction Commercial Residential Real Estate Consumer Unallocated Total (In Thousands) December 31, 2021 Allowance for Loan Losses Ending Balance$ 4,400 $ 71 $ 1,328 $ 4,718 $ 14 $ 953 $ 11,484Ending balance: individually evaluated for impairment$ - $ 7 $ 41 $ 116 $ - $ - $ 164Ending balance: collectively evaluated for impairment$ 4,400 $ 64 $ 1,287 $ 4,602 $ 14 $ 953 $ 11,320 Loans receivables: Ending balance$ 440,655 $ 6,100 $ 41,923 $ 618,694 $ 642 $ 1,108,014Ending balance: individually evaluated for impairment$ 1,433 $ 311 $ 248 $ 1,508 $ - $ 3,500Ending balance: collectively evaluated for impairment$ 439,222 $ 5,789 $ 41,675 $ 617,186 $ 642 $ 1,104,514 December 31, 2020 Allowance for Loan Losses Ending Balance$ 4,379 $ 150 $ 848 $ 4,485 $ 14 $ 694 $ 10,570Ending balance: individually evaluated for impairment$ 21 $ - $ 23 $ 125 $ - $ - $ 169Ending balance: collectively evaluated for impairment$ 4,358 $ 150 $ 825 $ 4,360 $ 14 $ 694 $ 10,401 Loans receivables: Ending balance$ 452,251 $ 12,176 $ 48,114 $ 576,437 $ 640 $ 1,089,618Ending balance: individually evaluated for impairment$ 1,547 $ 315 $ 230 $ 1,548 $ - $ 3,640Ending balance: collectively evaluated for impairment$ 450,704 $ 11,861 $ 47,884 $ 574,889 $ 640 $ 1,085,978 4400000 71000 1328000 4718000 14000 953000 11484000 7000 41000 116000 164000 4400000 64000 1287000 4602000 14000 953000 11320000 440655000 6100000 41923000 618694000 642000 1108014000 1433000 311000 248000 1508000 3500000 439222000 5789000 41675000 617186000 642000 1104514000 4379000 150000 848000 4485000 14000 694000 10570000 21000 23000 125000 169000 4358000 150000 825000 4360000 14000 694000 10401000 452251000 12176000 48114000 576437000 640000 1089618000 1547000 315000 230000 1548000 3640000 450704000 11861000 47884000 574889000 640000 1085978000 Year to Date Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized December 31, 2021 (In Thousands) With no related allowance recorded: Commercial real estate $ 1,433 $ 1,673 $ 981 $ 69 Commercial construction 55 55 249 2 Commercial - - - - Residential real estate 932 1,002 1,283 36 Consumer - - - - With an allowance recorded: Commercial real estate $ - $ - $ - $ 513 $ - Commercial construction 256 256 7 64 8 Commercial 248 248 41 232 10 Residential real estate 576 576 116 586 21 Consumer - - - - - Total: Commercial real estate $ 1,433 $ 1,673 $ - $ 1,494 $ 69 Commercial construction 311 311 7 313 10 Commercial 248 248 41 232 10 Residential real estate 1,508 1,578 116 1,869 57 Consumer - - - - - $ 3,500 $ 3,810 $ 164 $ 3,908 $ 146 December 31, 2020 With no related allowance recorded: Commercial real estate $ 851 $ 1,091 $ 870 $ 49 Commercial construction 315 315 315 10 Commercial - - - - Residential real estate 944 1,014 873 32 Consumer - - - - With an allowance recorded: Commercial real estate $ 696 $ 696 $ 21 $ 699 $ 21 Commercial construction - - - - - Commercial 230 230 23 232 9 Residential real estate 604 604 125 614 22 Consumer - - - 1 - Total: Commercial real estate $ 1,547 $ 1,787 $ 21 $ 1,569 $ 70 Commercial construction 315 315 - 315 10 Commercial 230 230 23 232 9 Residential real estate 1,548 1,618 125 1,487 54 Consumer - - - 1 - $ 3,640 $ 3,950 $ 169 $ 3,604 $ 143 1433000 1673000 981000 69000 55000 55000 249000 2000 932000 1002000 1283000 36000 513000 256000 256000 7000 64000 8000 248000 248000 41000 232000 10000 576000 576000 116000 586000 21000 1433000 1673000 1494000 69000 311000 311000 7000 313000 10000 248000 248000 41000 232000 10000 1508000 1578000 116000 1869000 57000 3500000 3810000 164000 3908000 146000 851000 1091000 870000 49000 315000 315000 315000 10000 944000 1014000 873000 32000 696000 696000 21000 699000 21000 230000 230000 23000 232000 9000 604000 604000 125000 614000 22000 1000 1547000 1787000 21000 1569000 70000 315000 315000 315000 10000 230000 230000 23000 232000 9000 1548000 1618000 125000 1487000 54000 1000 3640000 3950000 169000 3604000 143000 Pass Special Mention Substandard Doubtful Total December 31, 2021 (In Thousands)Commercial real estate$ 439,280 $ - $ 1,375 $ - $ 440,655Commercial construction 5,789 - 311 - 6,100Commercial 41,899 24 - - 41,923Residential real estate 617,533 489 672 - 618,694Consumer 642 - - - 642 Total$ 1,105,143 $ 513 $ 2,358 $ - $ 1,108,014 December 31, 2020 Commercial real estate$ 450,823 $ - $ 1,428 $ - $ 452,251Commercial construction 11,861 - 315 - 12,176Commercial 48,114 - - - 48,114Residential real estate 575,344 512 581 - 576,437Consumer 640 - - - 640 Total$ 1,086,782 $ 512 $ 2,324 $ - $ 1,089,618 439280000 1375000 440655000 5789000 311000 6100000 41899000 24000 41923000 617533000 489000 672000 618694000 642000 642000 1105143000 513000 2358000 1108014000 450823000 1428000 452251000 11861000 315000 12176000 48114000 48114000 575344000 512000 581000 576437000 640000 640000 1086782000 512000 2324000 1089618000 December 31, 2021 2020 (In Thousands) Commercial real estate$ - $ - Commercial construction - - Commercial - - Residential real estate 242 274 Consumer - - Total$ 242 $ 274 242000 274000 242000 274000 30-59 Days Past Due 60-89 Days Past Due Greater than 90 Days Past Due Total Past Due Current Total Loan‎Receivables Loan Receivables > 90 Days and Accruing December 31, 2021(In Thousands)Commercial real estate$ - $ - $ - $ - $ 440,655 $ 440,655 $ -Commercial construction - - - - 6,100 6,100 -Commercial - - - - 41,923 41,923 -Residential real estate - 12 217 229 618,465 618,694 -Consumer - - - - 642 642 - Total$ - $ 12 $ 217 $ 229 $ 1,107,785 $ 1,108,014 $ - December 31, 2020 Commercial real estate$ 514 $ - $ - $ 514 $ 451,737 $ 452,251 $ -Commercial construction - - - - 12,176 12,176 -Commercial - - - - 48,114 48,114 -Residential real estate 336 - 42 378 576,059 576,437 -Consumer 2 - - 2 638 640 - Total$ 852 $ - $ 42 $ 894 $ 1,088,724 $ 1,089,618 $ - 440655000 440655000 6100000 6100000 41923000 41923000 12000 217000 229000 618465000 618694000 642000 642000 12000 217000 229000 1107785000 1108014000 514000 514000 451737000 452251000 12176000 12176000 48114000 48114000 336000 42000 378000 576059000 576437000 2000 2000 638000 640000 852000 42000 894000 1088724000 1089618000 217000 Accrual Loans Non-Accrual Loans Total Modifications (In Thousands) December 31, 2021 Commercial real estate$ 1,027  $ - $ 1,027  Commercial construction 256  - 256  Commercial 248  - 248  Residential real estate 806  13  819  Consumer - - - Total$ 2,337  $ 13  $ 2,350  December 31, 2020 Commercial real estate$ 1,125  $ - $ 1,125  Commercial construction 260  - 260  Commercial 230  - 230  Residential real estate 944  15  959  Consumer - - - Total$ 2,559  $ 15  $ 2,574  1027000 1027000 256000 256000 248000 248000 806000 13000 819000 2337000 13000 2350000 1125000 1125000 260000 260000 230000 230000 944000 15000 959000 2559000 15000 2574000 0 0 Number of Loans Pre-Modification Outstanding Balance Post- Modification Outstanding Balance (Dollars In Thousands) Year Ending December 31, 2021 Commercial 1 $ 24 $ 24 1 $ 24 $ 24 1 24000 24000 1 24000 24000 24000 0 0 0 0 Note 5 - Financial Instruments with Off-Balance Sheet Risk The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.‎ The following financial instruments were outstanding whose contract amounts represent credit risk: December 31, 2021 2020 (In Thousands) Commitments to grant loans, fixed$ 1,877  $ 5,080  Commitments to grant loans, variable - 75  Unfunded commitments under lines of credit, fixed 17,618  6,833  Unfunded commitments under lines of credit, variable 135,660  123,430  Standby letters of credit 9,522  5,412  Total$ 164,677  $ 140,830  Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include personal or commercial real estate, accounts receivable, inventory and equipment. Outstanding letters of credit written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The majority of these standby letters of credit expire within the next twelve months. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments. The Company requires collateral supporting these letters of credit as deemed necessary. The maximum undiscounted exposure related to these commitments at December 31, 2021 and 2020 was $9.5 million and $5.4 million, respectively, and the approximate value of underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $7.3 million and $3.4 million, respectively. The current amount of the liability as of December 31, 2021 and 2020 for guarantees under standby letters of credit issued is not considered material. December 31, 2021 2020 (In Thousands) Commitments to grant loans, fixed$ 1,877  $ 5,080  Commitments to grant loans, variable - 75  Unfunded commitments under lines of credit, fixed 17,618  6,833  Unfunded commitments under lines of credit, variable 135,660  123,430  Standby letters of credit 9,522  5,412  Total$ 164,677  $ 140,830  1877000 5080000 75000 17618000 6833000 135660000 123430000 9522000 5412000 164677000 140830000 9500000 5400000 7300000 3400000 Note 6 - Bank Premises and EquipmentThe components of premises and equipment are as follows: December 31, 2021 2020 (In Thousands) Furniture, fixtures and equipment$ 4,190  $ 3,902 Leasehold improvements 4,129  3,419 Buildings 1,163  1,141 Computer equipment and data processing software 1,509  4,083 Automobiles 150  272  11,141  12,817 Accumulated depreciation (7,147) (9,471) $ 3,994  $ 3,346  December 31, 2021 2020 (In Thousands) Furniture, fixtures and equipment$ 4,190  $ 3,902 Leasehold improvements 4,129  3,419 Buildings 1,163  1,141 Computer equipment and data processing software 1,509  4,083 Automobiles 150  272  11,141  12,817 Accumulated depreciation (7,147) (9,471) $ 3,994  $ 3,346  4190000 3902000 4129000 3419000 1163000 1141000 1509000 4083000 150000 272000 11141000 12817000 7147000 9471000 3994000 3346000 Note 7 – Deposits The components of deposits: December 31, 2021 2020 (In Thousands) Demand, non-interest bearing$ 323,513  $ 269,996 Demand, NOW and money market, interest bearing 248,401  199,845 Savings 739,637  546,784 Time, $250 and over 54,739  85,272 Time, other 100,735  130,482 Total deposits$ 1,467,025  $ 1,232,379  At December 31, 2021, the scheduled maturities of time deposits are as follows (in thousands): 2022$ 103,300  2023 41,791  2024 6,667  2025 1,460  2026 2,256  $ 155,474  December 31, 2021 2020 (In Thousands) Demand, non-interest bearing$ 323,513  $ 269,996 Demand, NOW and money market, interest bearing 248,401  199,845 Savings 739,637  546,784 Time, $250 and over 54,739  85,272 Time, other 100,735  130,482 Total deposits$ 1,467,025  $ 1,232,379  323513000 269996000 248401000 199845000 739637000 546784000 54739000 85272000 100735000 130482000 1467025000 1232379000 2022$ 103,300  2023 41,791  2024 6,667  2025 1,460  2026 2,256  $ 155,474  103300000 41791000 6667000 1460000 2256000 155474000 Note 8 - Securities Sold under Agreements to Repurchase and Offsetting Assets and Liabilities Securities sold under agreements to repurchase generally mature within a few days from the transaction date and are reflected at the amount of cash received in connection with the transaction. The securities are retained under the Company’s control at its safekeeping agent. The Company adjusts collateral based on the fair value of the underlying securities, on a monthly basis. Information concerning securities sold under agreements to repurchase is summarized as follows: 2021 2020 (Dollars In Thousands) Balance outstanding at December 31$ 11,252  $ 13,612  Weighted average interest rate at the end of the year 0.068% 0.058% Average daily balance during the year$ 12,869  $ 11,027  Weighted average interest rate during the year 0.065% 0.159% Maximum month-end balance during the year$ 15,741  $ 14,430  The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities.  Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets.  As a result, these repurchase agreements are accounted for as collateralized financing arrangements (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 Company's consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Company does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements. The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., fails to make an interest payment to the counterparty). For private institution repurchase agreements, if the private institution counterparty were to default (e.g., declare bankruptcy), the Company could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value. The collateral is held by a third-party financial institution in the counterparty's custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Company in a segregated custodial account under a tri-party agreement. The following table presents the liabilities subject to an enforceable master netting arrangement or repurchase agreements as of December 31, 2021 and December 31, 2020: Net Amounts Gross Gross Amounts of Liabilities Amounts of Offset in the Presented in the Recognized Consolidated Consolidated Financial Cash Collateral Liabilities Balance Sheet Balance Sheet Instruments Pledged Net Amount (In Thousands)December 31, 2021 Repurchase Agreements: Corporate Institutions $ 11,252 $ - $ 11,252 $ (11,252) $ - $ - December 31, 2020 Repurchase Agreements: Corporate Institutions $ 13,612 $ - $ 13,612 $ (13,612) $ - $ - As of December 31, 2021 and December 31, 2020, the fair value of securities pledged was $20.3 million and $17.5 million, respectively. Securities sold under agreements to repurchase generally mature within a few days from the transaction date and are reflected at the amount of cash received in connection with the transaction. The securities are retained under the Company’s control at its safekeeping agent. The Company adjusts collateral based on the fair value of the underlying securities, on a monthly basis. 2021 2020 (Dollars In Thousands) Balance outstanding at December 31$ 11,252  $ 13,612  Weighted average interest rate at the end of the year 0.068% 0.058% Average daily balance during the year$ 12,869  $ 11,027  Weighted average interest rate during the year 0.065% 0.159% Maximum month-end balance during the year$ 15,741  $ 14,430  11252000 13612000 0.00068 0.00058 12869000 11027000 0.00065 0.00159 15741000 14430000 Net Amounts Gross Gross Amounts of Liabilities Amounts of Offset in the Presented in the Recognized Consolidated Consolidated Financial Cash Collateral Liabilities Balance Sheet Balance Sheet Instruments Pledged Net Amount (In Thousands)December 31, 2021 Repurchase Agreements: Corporate Institutions $ 11,252 $ - $ 11,252 $ (11,252) $ - $ - December 31, 2020 Repurchase Agreements: Corporate Institutions $ 13,612 $ - $ 13,612 $ (13,612) $ - $ - 11252000 11252000 11252000 13612000 13612000 13612000 20300000 17500000 Note 9 – Short-term and Long-term Borrowings Federal funds purchased and FHLB short term advances generally represent overnight or less than twelve month borrowings. Long term advances from the FHLB are for periods of twelve months or more and are generally less than sixty months. The Bank has an agreement with the FHLB, which allows for borrowings up to a percentage of qualifying assets. At December 31, 2021, the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $717.6 million. This borrowing capacity with the FHLB includes a line of credit of $150.0 million. There were no short-term FHLB advances outstanding as of December 31, 2021 and December 31, 2020. There were $14.7 million in long-term FHLB advances outstanding as of December 31, 2021 and December 31, 2020. All FHLB borrowings are secured by qualifying assets of the Bank. The components of long-term borrowings with the FHLB at December 31, 2021 were as follows: 2021 (Dollars in Thousands) Maturity Date Interest‎Rate Outstanding March 2022 0.79%$ 10,000  March 2022 0.64% 2,663  March 2022 0.61% 1,988  Total Outstanding Borrowings $ 14,651  Subsequent to December 31, 2021, in March 2022, each of the above FHLB borrowings was repaid in full by the Bank. The Bank also has a federal funds line of credit with the ACBB of $10.0 million, of which none was outstanding at December 31, 2021 and December 31, 2020. Advances from this line are unsecured. In October 2021, the Company obtained a $5.0 million unsecured revolving line of credit facility (the “Line”) from the ACBB, of which none is outstanding at December 31, 2021. Under the terms of the Line, the Company can borrow under the facility in an amount not to exceed $5.0 million, with borrowing proceeds used to support general corporate expenses and liquidity requirements. Funds can be down streamed to support the Bank. The Line has a one year maturity, a floating interest rate at the Wall Street Journal Prime rate, and is unsecured. Interest on outstanding borrowings will be payable monthly, with the entire outstanding principal balance together with all unpaid, accrued interest due on the maturity date. As described in Note 2, the Bank had no long-term PPPLF borrowings through the Federal Reserve Bank of Philadelphia as of December 31, 2021 and had $50.8 million, at an interest rate of 0.35%, as of December 31, 2020. All PPPLF borrowings were secured by PPP loans. P60M 717600000 150000000.0 0 0 14700000 2021 (Dollars in Thousands) Maturity Date Interest‎Rate Outstanding March 2022 0.79%$ 10,000  March 2022 0.64% 2,663  March 2022 0.61% 1,988  Total Outstanding Borrowings $ 14,651  0.0079 10000000 0.0064 2663000 0.0061 1988000 14651000 10000000.0 10000000.0 0 0 5000000.0 5000000.0 50800000 0.0035 Note 10 - Employment Agreements and Supplemental Executive Retirement Plans The Company has entered into employment agreements with its Chief Executive Officer, Chief Financial Officer and Senior Loan Officer. The Company has an unfunded, non-qualified Supplemental Executive Retirement Plan (“SERP”) for certain executive officers that provides for payments upon retirement, death, or disability. As of December 31, 2021 and December 31, 2020, other liabilities include $6.7 million and $6.0 million, respectively, accrued under these plans. For the years ended December 31, 2021 and December 31, 2020, $688 thousand and $712 thousand, respectively, were expensed under these plans. 6700000 6000000.0 688000 712000 Note 11 - Stock Incentive Plan and Employee Stock Purchase Plan Stock Incentive Plan: At the Company’s annual meeting on June 20, 2019, the shareholders approved the amendment and restatement of the Embassy Bancorp, Inc. 2010 Stock Incentive Plan (the “SIP”), which was originally adopted by the Company’s shareholders effective June 16, 2010, to replenish the number of shares of common stock available for issuance under the SIP and extend the term of the SIP for another ten (10) years. The SIP authorizes the Board of Directors, or a committee authorized by the Board of Directors, to award a stock based incentive to (i) designated officers (including officers who are directors) and other designated employees at the Company and its subsidiaries, and (ii) non-employee members of the Board of Directors and advisors and consultants to the Company and its subsidiaries. The SIP provides for stock based incentives in the form of incentive stock options as provided in Section 422 of the Internal Revenue Code of 1986, non-qualified stock options, stock appreciation rights, restricted stock, and deferred stock awards. The term of the option, the amount of time for the option to vest after grant, if any, and other terms and limitations will be determined at the time of grant. Options granted under the SIP may not have an exercise period that is more than ten years from the time the option is granted. The maximum number of shares of common stock authorized for issuance under the SIP increased from 500,000 to 756,356 (in order to replenish the shares that were previously issued). The SIP provides for appropriate adjustments in the number and kind of shares available for grant or subject to outstanding awards under the SIP to avoid dilution in the event of merger, stock splits, stock dividends or other changes in the capitalization of the Company. The SIP expires on June 20, 2029. At December 31, 2021, there were 430,507 shares available for issuance under the SIP. The Company grants shares of restricted stock, under the SIP, to certain members of its Board of Directors as compensation for their services, in accordance with the Company’s Non-employee Directors Compensation program adopted in October 2010. The Company also grants restricted stock to certain officers under individual agreements with these officers. Some of these restricted stock awards vest immediately, while the remainder vest over a service period of two years to nine years. Management recognizes compensation expense for the fair value of the restricted stock awards on a straight-line basis over the requisite service period. Since inception of the SIP and through the Company’s restricted stock grants activity for the year ended December 31, 2021, there have been 209,606 awards granted. During the years ended December 31, 2021 and 2020 there were 22,307 and 47,186 awards granted, respectively. During the years ended December 31, 2021 and 2020 the Company recognized $432 thousand and $286 thousand in compensation expense for the restricted stock awards. Information regarding the Company’s restricted stock grants activity for the years ended December 31, 2021 and 2020 are as follows: Restricted Stock Awards Weighted Average Grant Date Fair Value Non-Vested at December 31, 2019 35,254  $ 13.63  Granted 47,186  12.45  Vested (20,656) 12.82  Non-Vested at December 31, 2020 61,784  $ 13.13  Granted 22,307  17.60 Vested (30,367) 14.19 Non-Vested at December 31, 2021 53,724  $ 14.38  The Company has granted stock options to purchase shares of stock to certain executive officers under individual agreements and/or in accordance with their respective employment agreements. There was no stock compensation expense related to these options for the year ended December 31, 2021 and December 31, 2020. At December 31, 2021, there was no unrecognized cost to the stock options. Activities under the SIP, related to stock options, is summarized as follows: Number of‎Options Weighted‎Average Exercise Price Outstanding, December 31, 2019 116,243  $ 7.34  Granted - - Exercised (52,611) 7.00  Forfeited - - Outstanding, December 31, 2020 63,632  $ 7.61  Granted - - Exercised (29,742) 7.00  Forfeited - - Outstanding, December 31, 2021 33,890  $ 8.15  Exercisable, December 31, 2021 33,890  $ 8.15  Stock options outstanding at December 31, 2021 are exercisable at prices ranging from $6.01 to $14.03 per share. The weighted-average remaining contractual life of options outstanding and exercisable at December 31, 2021 is 1.41 years. The weighted-average remaining contractual life of options outstanding and exercisable at December 31, 2020 was 1.82 years, respectively. At December 31, 2021, the aggregate intrinsic value of options outstanding and exercisable was $408 thousand. The intrinsic value was determined by using the latest known sales price of the Company’s common stock. The following table summarizes information about the range of exercise prices for stock options outstanding at December 31, 2021: Range of Exercise‎Price Weighted‎Average‎Exercise Price Number ‎Outstanding Weighted Average Remaining Contractual Life (Years) Number‎Exercisable $6.01 to $8.02 $ 7.51 29,663 1.05 29,663 $12.03 to $14.03 $ 12.64 4,227 3.98 4,227 33,890 1.41 33,890 Employee Stock Purchase Plan: On January 1, 2017, the Company implemented the Embassy Bancorp, Inc. Employee Stock Purchase Plan, which was approved by the Company’s shareholders at the annual meeting held on June 16, 2016. Under the plan, each employee of the Company and its subsidiaries who is employed on an offering date and customarily is scheduled to work at least twenty (20) hours per week and more than five (5) months in a calendar year is eligible to participate. The purchase price for shares purchased under the plan shall initially equal 95% of the fair market value of such shares on the date of purchase.  The purchase price may be adjusted from time to time by the Board of Directors; provided, however, that the discount to fair market value shall not exceed 15%.  The Company has authorized 350,000 shares of its common stock for the plan, of which 18,515 shares have been issued as of December 31, 2021. The Company recognized discount expense in relation to the employee stock purchase plan of $3 thousand during the years ending December 31, 2021 and 2020. P10Y P10Y 500000 756356 2029-06-20 430507 P2Y P9Y 209606 22307 47186 432000 286000 Restricted Stock Awards Weighted Average Grant Date Fair Value Non-Vested at December 31, 2019 35,254  $ 13.63  Granted 47,186  12.45  Vested (20,656) 12.82  Non-Vested at December 31, 2020 61,784  $ 13.13  Granted 22,307  17.60 Vested (30,367) 14.19 Non-Vested at December 31, 2021 53,724  $ 14.38  35254 13.63 47186 12.45 20656 12.82 61784 13.13 22307 17.60 30367 14.19 53724 14.38 0 0 0 Number of‎Options Weighted‎Average Exercise Price Outstanding, December 31, 2019 116,243  $ 7.34  Granted - - Exercised (52,611) 7.00  Forfeited - - Outstanding, December 31, 2020 63,632  $ 7.61  Granted - - Exercised (29,742) 7.00  Forfeited - - Outstanding, December 31, 2021 33,890  $ 8.15  Exercisable, December 31, 2021 33,890  $ 8.15  116243 7.34 52611 7.00 63632 7.61 29742 7.00 33890 8.15 33890 8.15 6.01 14.03 P1Y4M28D P1Y9M25D 408000 Range of Exercise‎Price Weighted‎Average‎Exercise Price Number ‎Outstanding Weighted Average Remaining Contractual Life (Years) Number‎Exercisable $6.01 to $8.02 $ 7.51 29,663 1.05 29,663 $12.03 to $14.03 $ 12.64 4,227 3.98 4,227 33,890 1.41 33,890 6.01 8.02 7.51 29663 P1Y18D 29663 12.03 14.03 12.64 4227 P3Y11M23D 4227 33890 P1Y4M28D 33890 PT20H P5M 0.95 0.15 350000 18515 3000 3000 Note 12 – Other Comprehensive (Loss) Income The components of other comprehensive (loss) income, both before tax and net of tax, are as follows: Year Ended December 31, 2021 2020 (In Thousands) Before Tax Net of Before Tax Net of Tax Effect Tax Tax Effect TaxChange in accumulated other comprehensive (loss) income: Unrealized holding (losses) gains on securities ‎   available for sale $(5,205) $1,093 $(4,112) $ 2,149 $(451) $ 1,698Reclassification adjustments for gains on securities‎   transactions included in net income (A),(B) (24) 5 (19) (128) 27 (101)Total other comprehensive (loss) income $ (5,229) $1,098 $ (4,131) $ 2,021 $(424) $ 1,597 (A) Realized gains on securities transactions included in gain on sales of securities in the accompanying Consolidated Statements of Income.(B) Tax effect included in income tax expense in the accompanying Consolidated Statements of Income. ‎ A summary of the realized gains on securities available for sale for the years ended December 31, 2021 and 2020, net of tax, is as follows: Year Ended Year Ended December 31, 2021 2020 (In Thousands)Securities available for sale: Realized gains on securities transactions $ (24) $ (128)Income taxes 5 27Net of tax $ (19) $ (101) A summary of the accumulated other comprehensive (loss) income, net of tax, is as follows: Securities Available for Sale (In Thousands)Year Ended December 31, 2021 and 2020 Balance January 1, 2021 $2,937Other comprehensive loss before reclassifications (4,112)Amounts reclassified from accumulated other ‎   comprehensive income (19)Net other comprehensive loss during the period (4,131)Balance December 31, 2021 $(1,194) Balance January 1, 2020 $1,340Other comprehensive income before reclassifications 1,698Amounts reclassified from accumulated other ‎   comprehensive income (101)Net other comprehensive income during the period 1,597Balance December 31, 2020 $2,937 Year Ended December 31, 2021 2020 (In Thousands) Before Tax Net of Before Tax Net of Tax Effect Tax Tax Effect TaxChange in accumulated other comprehensive (loss) income: Unrealized holding (losses) gains on securities ‎   available for sale $(5,205) $1,093 $(4,112) $ 2,149 $(451) $ 1,698Reclassification adjustments for gains on securities‎   transactions included in net income (A),(B) (24) 5 (19) (128) 27 (101)Total other comprehensive (loss) income $ (5,229) $1,098 $ (4,131) $ 2,021 $(424) $ 1,597 (A) Realized gains on securities transactions included in gain on sales of securities in the accompanying Consolidated Statements of Income.(B) Tax effect included in income tax expense in the accompanying Consolidated Statements of Income. -5205000 -1093000 -4112000 2149000 451000 1698000 24000 5000 19000 128000 27000 101000 -5229000 -1098000 -4131000 2021000 424000 1597000 Year Ended Year Ended December 31, 2021 2020 (In Thousands)Securities available for sale: Realized gains on securities transactions $ (24) $ (128)Income taxes 5 27Net of tax $ (19) $ (101) 24000 128000 5000 27000 19000 101000 Securities Available for Sale (In Thousands)Year Ended December 31, 2021 and 2020 Balance January 1, 2021 $2,937Other comprehensive loss before reclassifications (4,112)Amounts reclassified from accumulated other ‎   comprehensive income (19)Net other comprehensive loss during the period (4,131)Balance December 31, 2021 $(1,194) Balance January 1, 2020 $1,340Other comprehensive income before reclassifications 1,698Amounts reclassified from accumulated other ‎   comprehensive income (101)Net other comprehensive income during the period 1,597Balance December 31, 2020 $2,937 2937000 -4112000 -19000 -4131000 -1194000 1340000 1698000 -101000 1597000 2937000 Note 13 - Regulatory Matters The Company is required to maintain cash reserve balances in vault cash and with the Federal Reserve Bank. As of December 31, 2021, due to the reserve requirement ratios being set at 0% effective March 26, 2020, the Company had no minimum reserve requirement. The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Under the BASEL III rules the Company and the Bank must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios. The net unrealized gain or losses on available-for-sale securities are not included in computing regulatory capital amounts. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, both the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth below) of total, Tier 1 common capital, and Tier 1 capital (as defined in the regulations) to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of December 31, 2021, that the Company and the Bank meet all capital adequacy requirements to which they are subject. Effective in 2018, the Federal Reserve raised the consolidated asset limit to be considered a small bank holding company from $1 billion to $3 billion.  A company that qualifies as a small bank holding company is not subject to the Federal Reserve’s consolidated capital rules, although a company that so qualifies may continue to file reports that include such capital amounts and ratios.  The Company has elected to continue to report those amounts and ratios. As of December 31, 2021, the most recent notification from the regulatory agencies categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Bank’s category. The Bank’s actual capital amounts and ratios at December 31, 2021 and 2020 are presented below: Actual For Capital Adequacy‎Purposes To be Well Capitalized under‎Prompt Corrective Action‎Provisions Amount Ratio Amount Ratio Amount Ratio (Dollar Amounts in Thousands) December 31, 2021: Total capital (to risk-weighted assets)$ 135,004 14.0% $≥ 77,045 ≥ 8.0% $≥ 96,306 ≥ 10.0% Tier 1 common capital (to risk-weighted assets) 123,520 12.8 ≥ 43,338 ≥ 4.5 ≥ 62,599 ≥ 6.5 Tier 1 capital (to risk-weighted assets) 123,520 12.8 ≥ 57,784 ≥ 6.0 ≥ 77,045 ≥ 8.0 Tier 1 capital (to average assets) 123,520 7.7 ≥ 64,091 ≥ 4.0 ≥ 80,114 ≥ 5.0 December 31, 2020: Total capital (to risk-weighted assets)$ 119,583 13.1% $≥ 73,119 ≥ 8.0% $≥ 91,399 ≥ 10.0% Tier 1 common capital (to risk-weighted assets) 109,013 11.9 ≥ 41,130 ≥ 4.5 ≥ 59,409 ≥ 6.5 Tier 1 capital (to risk-weighted assets) 109,013 11.9 ≥ 54,839 ≥ 6.0 ≥ 73,119 ≥ 8.0 Tier 1 capital (to average assets) 109,013 8.1 ≥ 53,721 ≥ 4.0 ≥ 67,152 ≥ 5.0 The Company’s actual capital amounts and ratios at December 31, 2021 and 2020 are presented below: Actual For Capital Adequacy‎Purposes Amount Ratio Amount Ratio (Dollar Amounts in Thousands) December 31, 2021: Total capital (to risk-weighted assets)$ 135,193 14.0% $≥ 76,991 ≥ 8.0% Tier 1 common capital (to risk-weighted assets) 123,709 12.9 ≥ 43,307 ≥ 4.5 Tier 1 capital (to risk-weighted assets) 123,709 12.9 ≥ 57,743 ≥ 6.0 Tier 1 capital (to average assets) 123,709 7.7 ≥ 64,092 ≥ 4.0 December 31, 2020: Total capital (to risk-weighted assets)$ 119,807 13.1% $≥ 73,122 ≥ 8.0% Tier 1 common capital (to risk-weighted assets) 109,237 12.0 ≥ 41,131 ≥ 4.5 Tier 1 capital (to risk-weighted assets) 109,237 12.0 ≥ 54,841 ≥ 6.0 Tier 1 capital (to average assets) 109,237 8.1 ≥ 53,722 ≥ 4.0 The Bank is subject to certain restrictions on the amount of dividends that it may declare due to regulatory considerations. The Pennsylvania Banking Code provides that cash dividends may be declared and paid only out of accumulated net earnings. 0 0 The Bank’s actual capital amounts and ratios at December 31, 2021 and 2020 are presented below: Actual For Capital Adequacy‎Purposes To be Well Capitalized under‎Prompt Corrective Action‎Provisions Amount Ratio Amount Ratio Amount Ratio (Dollar Amounts in Thousands) December 31, 2021: Total capital (to risk-weighted assets)$ 135,004 14.0% $≥ 77,045 ≥ 8.0% $≥ 96,306 ≥ 10.0% Tier 1 common capital (to risk-weighted assets) 123,520 12.8 ≥ 43,338 ≥ 4.5 ≥ 62,599 ≥ 6.5 Tier 1 capital (to risk-weighted assets) 123,520 12.8 ≥ 57,784 ≥ 6.0 ≥ 77,045 ≥ 8.0 Tier 1 capital (to average assets) 123,520 7.7 ≥ 64,091 ≥ 4.0 ≥ 80,114 ≥ 5.0 December 31, 2020: Total capital (to risk-weighted assets)$ 119,583 13.1% $≥ 73,119 ≥ 8.0% $≥ 91,399 ≥ 10.0% Tier 1 common capital (to risk-weighted assets) 109,013 11.9 ≥ 41,130 ≥ 4.5 ≥ 59,409 ≥ 6.5 Tier 1 capital (to risk-weighted assets) 109,013 11.9 ≥ 54,839 ≥ 6.0 ≥ 73,119 ≥ 8.0 Tier 1 capital (to average assets) 109,013 8.1 ≥ 53,721 ≥ 4.0 ≥ 67,152 ≥ 5.0 The Company’s actual capital amounts and ratios at December 31, 2021 and 2020 are presented below: Actual For Capital Adequacy‎Purposes Amount Ratio Amount Ratio (Dollar Amounts in Thousands) December 31, 2021: Total capital (to risk-weighted assets)$ 135,193 14.0% $≥ 76,991 ≥ 8.0% Tier 1 common capital (to risk-weighted assets) 123,709 12.9 ≥ 43,307 ≥ 4.5 Tier 1 capital (to risk-weighted assets) 123,709 12.9 ≥ 57,743 ≥ 6.0 Tier 1 capital (to average assets) 123,709 7.7 ≥ 64,092 ≥ 4.0 December 31, 2020: Total capital (to risk-weighted assets)$ 119,807 13.1% $≥ 73,122 ≥ 8.0% Tier 1 common capital (to risk-weighted assets) 109,237 12.0 ≥ 41,131 ≥ 4.5 Tier 1 capital (to risk-weighted assets) 109,237 12.0 ≥ 54,841 ≥ 6.0 Tier 1 capital (to average assets) 109,237 8.1 ≥ 53,722 ≥ 4.0 135004000 0.140 77045000 0.080 96306000 0.100 123520000 0.128 43338000 0.045 62599000 0.065 123520000 0.128 57784000 0.060 77045000 0.080 123520000 0.077 64091000 0.040 80114000 0.050 119583000 0.131 73119000 0.080 91399000 0.100 109013000 0.119 41130000 0.045 59409000 0.065 109013000 0.119 54839000 0.060 73119000 0.080 109013000 0.081 53721000 0.040 67152000 0.050 135193000 0.140 76991000 0.080 123709000 0.129 43307000 0.045 123709000 0.129 57743000 0.060 123709000 0.077 64092000 0.040 119807000 0.131 73122000 0.080 109237000 0.120 41131000 0.045 109237000 0.120 54841000 0.060 109237000 0.081 53722000 0.040 Note 14 - Fair Value of Financial Instruments The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions. US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. ‎ For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy utilized at December 31, 2021 and 2020 are as follows: Description(Level 1) Quoted Prices in Active Markets for Identical Assets (Level 2) Significant Other Observable Inputs (Level 3) Significant Unobservable Inputs Total (In Thousands) U.S. Government agency obligations$ - $ 28,858 $ - $ 28,858 Municipal bonds - 61,104 - 61,104 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial - 530 - 530 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential - 219,772 - 219,772 December 31, 2021 Securities available for sale$ - $ 310,264 $ - $ 310,264 U.S. Treasury securities$ - $ 9,998 $ - $ 9,998 U.S. Government agency obligations - 39,036 - 39,036 Municipal bonds - 39,376 - 39,376 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial - 543 - 543 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential - 41,987 - 41,987 December 31, 2020 Securities available for sale$ - $ 130,940 $ - $ 130,940 The fair value of securities available for sale are determined by 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. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things. For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2021 and 2020 are as follows: Description(Level 1) Quoted Prices in Active Markets for Identical Assets (Level 2) Significant Other Observable Inputs (Level 3) Significant Unobservable Inputs Total (In Thousands) December 31, 2021 Impaired loans$ - $ - $ 916 $ 916 December 31, 2020 Impaired loans$ - $ - $ 1,361 $ 1,361 Impaired loans are those that are accounted for under existing FASB guidance, in which the Bank 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. Fair values may also include qualitative adjustments by management based on economic conditions and liquidation expenses. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. Real estate properties acquired through, or in lieu of, foreclosure are to be sold and are carried at fair value less estimated cost to sell. Fair value is based upon independent market prices or appraised value of the property. These assets would be included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement. At both December 31, 2021 and December 31, 2020, the Company had no real estate properties acquired through, or in lieu of, foreclosure. The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value: Quantitative Information about Level 3 Fair Value Measurements DescriptionFair Value‎Estimate Valuation Techniques Unobservable Input Range‎(Weighted Average) (Dollars In Thousands) December 31, 2021: Impaired loans$ 916 Appraisal of collateral and‎ Appraisal adjustments (1) 0% to -25% (-22.8%) pending agreement of sale Liquidation expenses (2) 0% to -8.5% (-7.7%) December 31, 2020: Impaired loans$ 1,361 Appraisal of collateral and‎ Appraisal adjustments (1) 0% to -25% (-15.1%) pending agreement of sale Liquidation expenses (2) 0% to -10.0% (-8.5%) (1)Appraisals may be adjusted by management for qualitative factors including economic conditions and the age of the appraisal. The range and weighted average of appraisal adjustments are presented as a percent of the appraisal. (2)Appraisals and pending agreements of sale are adjusted by management for liquidation expenses. The range and weighted average of liquidation expense adjustments are presented as a percent of the appraisal or pending agreement of sale. ‎ The estimated fair values of the Company’s financial instruments were as follows at December 31, 2021 and 2020: (Level 1) Quoted (Level 2) Prices in Significant (Level 3) Active Other Significant Carrying Fair Value Markets for Observable Unobservable Amount Estimate Identical Assets Inputs Inputs (In Thousands)December 31, 2021: Financial assets: Cash and cash equivalents$ 169,692 $ 169,692 $ 169,692 $ - $ -Securities available-for-sale 310,264 310,264 - 310,264 -Loans receivable, net of allowance 1,096,555 1,141,467 - - 1,141,467Paycheck Protection Program loans receivable 8,568 8,163 - - 8,163Restricted investments in bank stock 1,424 1,424 - 1,424 -Accrued interest receivable 2,603 2,603 - 2,603 -Financial liabilities: Deposits 1,467,025 1,467,938 - 1,467,938 -Securities sold under agreements to repurchase and federal funds purchased 11,252 11,252 - 11,252 -Long-term borrowings 14,651 14,665 - - 14,665Accrued interest payable 652 652 - 652 -Off-balance sheet financial instruments: Commitments to grant loans - - - - -Unfunded commitments under lines of credit - - - - -Standby letters of credit - - - - - December 31, 2020: Financial assets: Cash and cash equivalents$ 131,907 $ 131,907 $ 131,907 $ - $ -Securities available-for-sale 130,940 130,940 - 130,940 -Loans receivable, net of allowance 1,079,339 1,158,545 - - 1,158,545Paycheck Protection Program loans receivable 54,334 54,632 - 54,632Restricted investments in bank stock 1,330 1,330 - 1,330 -Accrued interest receivable 3,136 3,136 - 3,136 -Financial liabilities: Deposits 1,232,379 1,235,483 - 1,235,483 -Securities sold under agreements to repurchase and federal funds purchased 13,612 13,612 - 13,612 -Long-term borrowings 14,651 14,707 - - 14,707Paycheck Protection Program Liquidity Facility 50,794 50,810 - - 50,810Accrued interest payable 1,640 1,640 - 1,640 -Off-balance sheet financial instruments: Commitments to grant loans - - - - -Unfunded commitments under lines of credit - - - - -Standby letters of credit - - - - - Description(Level 1) Quoted Prices in Active Markets for Identical Assets (Level 2) Significant Other Observable Inputs (Level 3) Significant Unobservable Inputs Total (In Thousands) U.S. Government agency obligations$ - $ 28,858 $ - $ 28,858 Municipal bonds - 61,104 - 61,104 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial - 530 - 530 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential - 219,772 - 219,772 December 31, 2021 Securities available for sale$ - $ 310,264 $ - $ 310,264 U.S. Treasury securities$ - $ 9,998 $ - $ 9,998 U.S. Government agency obligations - 39,036 - 39,036 Municipal bonds - 39,376 - 39,376 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - commercial - 543 - 543 U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities - residential - 41,987 - 41,987 December 31, 2020 Securities available for sale$ - $ 130,940 $ - $ 130,940 28858000 28858000 61104000 61104000 530000 530000 219772000 219772000 310264000 310264000 9998000 9998000 39036000 39036000 39376000 39376000 543000 543000 41987000 41987000 130940000 130940000 Description(Level 1) Quoted Prices in Active Markets for Identical Assets (Level 2) Significant Other Observable Inputs (Level 3) Significant Unobservable Inputs Total (In Thousands) December 31, 2021 Impaired loans$ - $ - $ 916 $ 916 December 31, 2020 Impaired loans$ - $ - $ 1,361 $ 1,361 916000 916000 1361000 1361000 Quantitative Information about Level 3 Fair Value Measurements DescriptionFair Value‎Estimate Valuation Techniques Unobservable Input Range‎(Weighted Average) (Dollars In Thousands) December 31, 2021: Impaired loans$ 916 Appraisal of collateral and‎ Appraisal adjustments (1) 0% to -25% (-22.8%) pending agreement of sale Liquidation expenses (2) 0% to -8.5% (-7.7%) December 31, 2020: Impaired loans$ 1,361 Appraisal of collateral and‎ Appraisal adjustments (1) 0% to -25% (-15.1%) pending agreement of sale Liquidation expenses (2) 0% to -10.0% (-8.5%) (1)Appraisals may be adjusted by management for qualitative factors including economic conditions and the age of the appraisal. The range and weighted average of appraisal adjustments are presented as a percent of the appraisal. (2)Appraisals and pending agreements of sale are adjusted by management for liquidation expenses. The range and weighted average of liquidation expense adjustments are presented as a percent of the appraisal or pending agreement of sale. 916000 0 -0.25 -0.228 0 -0.085 -0.077 1361000 0 -0.25 -0.151 0 -0.100 -0.085 (Level 1) Quoted (Level 2) Prices in Significant (Level 3) Active Other Significant Carrying Fair Value Markets for Observable Unobservable Amount Estimate Identical Assets Inputs Inputs (In Thousands)December 31, 2021: Financial assets: Cash and cash equivalents$ 169,692 $ 169,692 $ 169,692 $ - $ -Securities available-for-sale 310,264 310,264 - 310,264 -Loans receivable, net of allowance 1,096,555 1,141,467 - - 1,141,467Paycheck Protection Program loans receivable 8,568 8,163 - - 8,163Restricted investments in bank stock 1,424 1,424 - 1,424 -Accrued interest receivable 2,603 2,603 - 2,603 -Financial liabilities: Deposits 1,467,025 1,467,938 - 1,467,938 -Securities sold under agreements to repurchase and federal funds purchased 11,252 11,252 - 11,252 -Long-term borrowings 14,651 14,665 - - 14,665Accrued interest payable 652 652 - 652 -Off-balance sheet financial instruments: Commitments to grant loans - - - - -Unfunded commitments under lines of credit - - - - -Standby letters of credit - - - - - December 31, 2020: Financial assets: Cash and cash equivalents$ 131,907 $ 131,907 $ 131,907 $ - $ -Securities available-for-sale 130,940 130,940 - 130,940 -Loans receivable, net of allowance 1,079,339 1,158,545 - - 1,158,545Paycheck Protection Program loans receivable 54,334 54,632 - 54,632Restricted investments in bank stock 1,330 1,330 - 1,330 -Accrued interest receivable 3,136 3,136 - 3,136 -Financial liabilities: Deposits 1,232,379 1,235,483 - 1,235,483 -Securities sold under agreements to repurchase and federal funds purchased 13,612 13,612 - 13,612 -Long-term borrowings 14,651 14,707 - - 14,707Paycheck Protection Program Liquidity Facility 50,794 50,810 - - 50,810Accrued interest payable 1,640 1,640 - 1,640 -Off-balance sheet financial instruments: Commitments to grant loans - - - - -Unfunded commitments under lines of credit - - - - -Standby letters of credit - - - - - 169692000 169692000 169692000 310264000 310264000 310264000 1096555000 1141467000 1141467000 8568000 8163000 8163000 1424000 1424000 1424000 2603000 2603000 2603000 1467025000 1467938000 1467938000 11252000 11252000 11252000 14651000 14665000 14665000 652000 652000 652000 131907000 131907000 131907000 130940000 130940000 130940000 1079339000 1158545000 1158545000 54334000 54632000 54632000 1330000 1330000 1330000 3136000 3136000 3136000 1232379000 1235483000 1235483000 13612000 13612000 13612000 14651000 14707000 14707000 50794000 50810000 50810000 1640000 1640000 1640000 Note 15 - Transactions with Executive Officers, Directors and Principal StockholdersThe Company has had, and may be expected to have in the future, banking transactions in the ordinary course of business with its executive officers, directors, principal stockholders, their immediate families, and affiliated companies (commonly referred to as related parties). Related parties were indebted to the Company for loans totaling $15.3 million and $16.2 million at December 31, 2021 and 2020, respectively. During 2021, loans totaling $857 thousand were disbursed and loan repayments totaled $1.8 million. Deposits with related parties were $17.1 million and $18.4 million at December 31, 2021 and 2020, respectively. Fees paid to related parties for legal services for the years ended December 31, 2021 and 2020 were approximately $59 thousand and $29 thousand, respectively. The Company leases its main banking office from an investment group comprised of related parties and its West Broad Street office also from a related party, as disclosed in Note 16. 15300000 16200000 857000 1800000 17100000 18400000 59000 29000 Note 16 - Lease Commitments The Company’s leases are all classified as operating leases. Currently, many of these leases contain renewal options. The Company has reviewed and based the right of use assets and lease liabilities on the present value of unpaid future minimum lease payments. Additionally, the amounts for the branch leases were impacted by assumptions around renewals and/or extensions and the interest rate used to discount those future lease obligations. The Company used the FHLB advance rates to calculate the discount rate in their review because none of the Company’s leases provided an implicit rate. At December 31, 2021 and 2020 the weighted average discount rate for all operating leases was 2.90% and 3.00%, respectively, with branch leases having a weighted average discount rate of 2.93% and 3.04%, respectively, and equipment leases having a weighted average discount rate of 1.08% and 1.20%, respectively. These leases expire at various dates through October 2030. All operating equipment leases do not have renewal language in their contracts and therefore use the current term. As of December 31, 2021, the operating leases overall had a weighted average lease term of 5.78 years, with the branch leases having a weighted average life of 5.83 years and equipment leases having a weighted average life of 3.19 years. At December 31, 2021, the Company had right of use assets of $8.7 million (included in other assets) and lease liabilities of $8.9 million (included in other liabilities) and at December 31, 2020, the Company had right of use assets of $9.0 million (included in other assets) and lease liabilities of $9.2 million (included in other liabilities), respectively. The cost for operating leases was $1.8 million for the year ended December 31, 2020 and the cost of operating leases was $1.7 million, including short-term lease cost of $18 thousand, for the year ended December 31, 2020, respectively. Operating cash flow paid for lease liabilities was $1.8 million for the year ended December 31, 2021 and $1.6 million for the year ended December 31, 2020, respectively. In addition to fixed rentals, the leases require the Company to pay certain additional expenses of occupying these spaces, including real estate taxes, insurance, utilities, and repairs. These additional expenses, along with depreciation on leasehold improvements, are included in occupancy and equipment expense in the Consolidated Statements of Income. A portion of these leases are with related parties as noted in the following table. ‎ A reconciliation of operating lease liabilities by minimum lease payments by year and in aggregate and discount amounts in aggregate, as of December 31, 2021, are as follows: Branch Leases Equipment Third Parties Related Parties Leases Total (In Thousands)2022$ 1,118 $ 660 $ 55 $ 1,8332023 1,135 672 41 1,8482024 1,065 685 39 1,7892025 761 698 22 1,4812026 740 671 - 1,411Thereafter 1,231 55 - 1,286Total Payments 6,050 3,441 157 9,648Less: Discount Amount 431 280 2 713Total Lease Liability$ 5,619 $ 3,161 $ 155 $ 8,935 Rent expense to related parties was $661 thousand for the years ended December 31, 2021 and 2020, respectively, as described in Note 15. 0.0290 0.0300 0.0293 0.0304 0.0108 0.0120 P5Y9M10D P5Y9M29D P3Y2M8D 8700000 8900000 9000000.0 9200000 1800000 1700000 18000 1800000 1600000 Branch Leases Equipment Third Parties Related Parties Leases Total (In Thousands)2022$ 1,118 $ 660 $ 55 $ 1,8332023 1,135 672 41 1,8482024 1,065 685 39 1,7892025 761 698 22 1,4812026 740 671 - 1,411Thereafter 1,231 55 - 1,286Total Payments 6,050 3,441 157 9,648Less: Discount Amount 431 280 2 713Total Lease Liability$ 5,619 $ 3,161 $ 155 $ 8,935 1118000 660000 55000 1833000 1135000 672000 41000 1848000 1065000 685000 39000 1789000 761000 698000 22000 1481000 740000 671000 1411000 1231000 55000 1286000 6050000 3441000 157000 9648000 431000 280000 2000 713000 5619000 3161000 155000 8935000 661000 661000 Note 17 - Federal Income Taxes The components of income tax expense are as follows: Year Ended December 31, 2021 2020 (In Thousands) Current$ 4,324 $ 3,479 Deferred (258) (558) Income Tax Expense$ 4,066 $ 2,921 A reconciliation of the statutory federal income tax at a rate of 21% as of December 31, 2021 and December 31, 2020 to the income tax expense included in the consolidated statements of income is as follows: Years Ended December 31, 2021 2020 (In Thousands) Dollar % Dollar % Federal income tax at statutory rate$ 4,379 21.0% $ 3,303 21.0% Tax-exempt interest (243) (1.2)% (208) (1.3)% Bank owned life insurance (104) (0.5)% (171) (1.1)% Other 34 0.2% (3) 0.0% Income Tax Expense$ 4,066 19.5% $ 2,921 18.6% The Company evaluates its tax positions which is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a likelihood of being realized on examination of more than 50 percent. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Under the “more likely than not” threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. As of December 31, 2021 and 2020, the Company had no material unrecognized tax benefits or accrued interest and penalties. The Company’s policy is to account for interest as a component of interest expense and penalties as a component of other expense. The components of the net deferred tax asset (included in other assets) are as follows: December 31, 2021 2020 (In Thousands) Deferred tax assets: Allowance for loan losses$ 2,412  $ 2,220 Deferred compensation 1,406  1,261 Lease liability 1,876  1,938 Unrealized loss on securities available for sale 317  -Other 19  4  Total Deferred Tax Assets 6,030  5,423  Deferred tax liabilities: Premises and equipment 87  53 Prepaid assets 321  221 Deferred loan costs 589  629 Right of use asset 1,834  1,896 Unrealized gain on securities available for sale - 781  Total Deferred Tax Liabilities$ 2,831  $ 3,580  Net Deferred Tax Asset $ 3,199  $ 1,843  Based upon the level of historical taxable income and projections for future taxable income over periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences. Year Ended December 31, 2021 2020 (In Thousands) Current$ 4,324 $ 3,479 Deferred (258) (558) Income Tax Expense$ 4,066 $ 2,921 4324000 3479000 -258000 -558000 4066000 2921000 0.21 0.21 Years Ended December 31, 2021 2020 (In Thousands) Dollar % Dollar % Federal income tax at statutory rate$ 4,379 21.0% $ 3,303 21.0% Tax-exempt interest (243) (1.2)% (208) (1.3)% Bank owned life insurance (104) (0.5)% (171) (1.1)% Other 34 0.2% (3) 0.0% Income Tax Expense$ 4,066 19.5% $ 2,921 18.6% 4379000 0.210 3303000 0.210 243000 -0.012 208000 -0.013 104000 0.005 171000 0.011 34000 0.002 -3000 0.000 4066000 0.195 2921000 0.186 0 0 December 31, 2021 2020 (In Thousands) Deferred tax assets: Allowance for loan losses$ 2,412  $ 2,220 Deferred compensation 1,406  1,261 Lease liability 1,876  1,938 Unrealized loss on securities available for sale 317  -Other 19  4  Total Deferred Tax Assets 6,030  5,423  Deferred tax liabilities: Premises and equipment 87  53 Prepaid assets 321  221 Deferred loan costs 589  629 Right of use asset 1,834  1,896 Unrealized gain on securities available for sale - 781  Total Deferred Tax Liabilities$ 2,831  $ 3,580  Net Deferred Tax Asset $ 3,199  $ 1,843  2412000 2220000 1406000 1261000 1876000 1938000 317000 19000 4000 6030000 5423000 87000 53000 321000 221000 589000 629000 1834000 1896000 781000 2831000 3580000 3199000 1843000 Note 18 – Parent Company Only Financial Condensed financial information pertaining only to the parent company, Embassy Bancorp, Inc., is as follows: BALANCE SHEETS December 31, 2021 2020 (In Thousands) ASSETS Cash$ 481  $ 473  Other assets 43  33  Investment in subsidiary 122,325  111,950  Total Assets$ 122,849  $ 112,456  LIABILITIES AND STOCKHOLDERS’ EQUITY Other liabilities$ 334  $ 282  Stockholders’ equity 122,515  112,174  Total Liabilities and Stockholders’ Equity$ 122,849  $ 112,456  STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Years Ending December 31, 2021 2020 (In Thousands) Other expenses$ (482) $ (449) Equity in net income of banking subsidiary 17,171  13,169  Income before income taxes 16,689  12,720  Income tax benefit 97  90  Net income$ 16,786  $ 12,810  Equity in other comprehensive (loss) gain of banking subsidiary (4,131) 1,597  Comprehensive income$ 12,655  $ 14,407  ‎ STATEMENT OF CASH FLOWS Years Ending December 31, 2021 2020 (In Thousands) Cash Flows from Operating Activities: Net income$ 16,786  $ 12,810  Adjustments to reconcile net income to net cash used in operating activities: Stock compensation expense 432  286  Net change in other assets and liabilities 42  39  Equity in net income of banking subsidiary (17,171) (13,169) Net Cash Provided By (Used in) Operating Activities 89  (34) Cash Flows Provided By Investing Activities: Dividend from banking subsidiary 2,665  2,385  Cash Flows from Financing Activities: Exercise of stock options, net of payment for stock tendered, and proceeds from employee stock purchase plan 177  275  Purchase of treasury stock (670) (765) Dividends paid (2,253) (1,644) Net Cash Used in Financing Activities (2,746) (2,134) Net Increase in Cash 8  217  Cash – Beginning 473  256  Cash – Ending$ 481  $ 473 ‎ December 31, 2021 2020 (In Thousands) ASSETS Cash$ 481  $ 473  Other assets 43  33  Investment in subsidiary 122,325  111,950  Total Assets$ 122,849  $ 112,456  LIABILITIES AND STOCKHOLDERS’ EQUITY Other liabilities$ 334  $ 282  Stockholders’ equity 122,515  112,174  Total Liabilities and Stockholders’ Equity$ 122,849  $ 112,456  481000 473000 43000 33000 122325000 111950000 122849000 112456000 334000 282000 122515000 112174000 122849000 112456000 Years Ending December 31, 2021 2020 (In Thousands) Other expenses$ (482) $ (449) Equity in net income of banking subsidiary 17,171  13,169  Income before income taxes 16,689  12,720  Income tax benefit 97  90  Net income$ 16,786  $ 12,810  Equity in other comprehensive (loss) gain of banking subsidiary (4,131) 1,597  Comprehensive income$ 12,655  $ 14,407  482000 449000 17171000 13169000 16689000 12720000 -97000 -90000 16786000 12810000 -4131000 1597000 12655000 14407000 Years Ending December 31, 2021 2020 (In Thousands) Cash Flows from Operating Activities: Net income$ 16,786  $ 12,810  Adjustments to reconcile net income to net cash used in operating activities: Stock compensation expense 432  286  Net change in other assets and liabilities 42  39  Equity in net income of banking subsidiary (17,171) (13,169) Net Cash Provided By (Used in) Operating Activities 89  (34) Cash Flows Provided By Investing Activities: Dividend from banking subsidiary 2,665  2,385  Cash Flows from Financing Activities: Exercise of stock options, net of payment for stock tendered, and proceeds from employee stock purchase plan 177  275  Purchase of treasury stock (670) (765) Dividends paid (2,253) (1,644) Net Cash Used in Financing Activities (2,746) (2,134) Net Increase in Cash 8  217  Cash – Beginning 473  256  Cash – Ending$ 481  $ 473  16786000 12810000 432000 286000 -42000 -39000 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