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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, 2024

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. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

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 $72,465,972

(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 14, 2025

($1.00 Par Value)

7,643,137

 

(Title Class)

(Outstanding Shares)

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2025 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

18

Item 1B

Unresolved Staff Comments

27

Item 1C

Cybersecurity

27

Item 2

Properties

29

Item 3

Legal Proceedings

29

Item 4

Mine Safety Disclosures

29

Part II 

Item 5

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

30

Issuer Purchases of Equity Securities

Item 6

[Reserved]

31

Item 7

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

31

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

51

Item 8

Financial Statements and Supplementary Data

51

Management Report on Internal Controls Over Financial Reporting

52

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

53

Consolidated Balance Sheets

55

Consolidated Statements of Income

56

Consolidated Statements of Comprehensive Income

57

Consolidated Statements of Stockholders’ Equity

58

Consolidated Statements of Cash Flows

59

Notes to Financial Statements

60

Item 9

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

97

Item 9A

Controls and Procedures

97

Item 9B

Other Information

97

Item 9C

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

97

Part III

Item 10

Directors, Executive Officers and Corporate Governance

98

Item 11

ExecutiveCompensation

98

Item 12

Security Ownership of Certain Beneficial Owners and Management and

98

Related Stockholder Matters

Item 13

Certain Relationships and Related Transactions, and Director Independence

98

Item 14

Principal Accountant Fees and Services

98

Part IV

Item 15

Exhibits and Financial Statement Schedules

99

Item 16

Form 10-K Summary

101

Signatures

102


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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 and third party vendor relationships are utilized where it is cost beneficial to support the Companies products and services. 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 with state of the art products and services and 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.

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.

According to Federal Deposit Insurance Corporation (“FDIC”) data of its insured institutions, as of June 30, 2024, the Company ranks 4th in bank market share in Northampton County with four (4) offices, and 7th in Lehigh County bank market share with six (6) offices, with a combined deposit market share of 8.86% for both counties, an increase from 8.53% as of June 30, 2023. The Company believes there is significant room for organic growth in its current market area of Lehigh and Northampton Counties.
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Embassy Bancorp, Inc.

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.

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.

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 lending factor.


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Embassy Bancorp, Inc.

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

Commercial Lending

The Company typically targets businesses with annual revenues of less than $20 million, including business owners, operators of real estate, 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, and, to a much lesser extent, auto loans and unsecured personal loans.

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.

Other Loan Information

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.


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6

Embassy Bancorp, Inc.

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

Personal Financial Management

Automated Teller Machines

Escrow Management Services

Positive Pay

Bank by Mail

Fraud Detection Services

Remote Deposit Capture

Cash Management Services

Gift Cards

Safe Deposit Boxes

Certified Checks

Mobile Banking

Savings Bond Redemptions

Commercial Credit Cards

Night Depository Services

Treasurer Checks

Consumer Credit Cards

On-Line Banking and Bill Pay

Wire Transfers

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. The Company is subject to regulatory restrictions on the application of 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.

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, 2024, the Company had a total of 112 full-time equivalent employees.
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Embassy Bancorp, Inc.

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 personalized customer service, as reflected in our combined deposit market share percentage for Northampton and Lehigh Counties. The Company also continues to capitalize on opportunities created by competitive branch hour adjustments and/or closures in the Company’s market area, recent merger announcements, and name changes, attracting customers looking to relocate to a local, reputable community bank.

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.

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.


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8

Embassy Bancorp, Inc.

While the current administration has issued several executive orders that may have an impact on the financial industry, 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, and the Company is following closely the executive orders for any changes. 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.

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

The Consumer Financial Protection Bureau (the “CFPB”) and the federal banking agencies continue to focus attention on consumer protection laws and regulations. The CFPB is responsible for promoting fairness and transparency for mortgages, credit cards, deposit accounts and other consumer financial products and services and for interpreting and enforcing the federal consumer financial laws that govern the provision of such products and services. Federal consumer financial laws enforced by the CFPB include, but are not limited to, the ECOA, the TILA, the Truth in Savings Act, the Home Mortgage Disclosure Act, the RESPA, the Fair Debt Collection Practices Act, and the Fair Credit Reporting Act. The CFPB is also authorized to prevent any institution under its authority from engaging in an unfair, deceptive, or abusive act or practice in connection with consumer financial products and services. As a residential mortgage lender, we are subject to multiple federal consumer protection statutes and regulations, including, but not limited to, those statutes and regulations referenced above.

In particular, fair lending laws prohibit discrimination in the provision of banking services. Fair lending laws include the ECOA and the Fair Housing Act, both of which outlaw discrimination in credit and residential real estate transactions on the basis of prohibited factors including, among others, race, color, national origin, gender, and religion. A lender may be liable for policies that result in a disparate treatment of, or have a disparate impact on, a protected class of applicants or borrowers. If a pattern or practice of lending discrimination is alleged by a regulator, then that agency may refer the matter to the Department of Justice for investigation. Failure to comply with these and similar statutes and regulations could subject us to formal or informal enforcement actions, the imposition of civil money penalties and litigation.

The CFPB has exclusive examination and primary enforcement authority with respect to compliance with federal consumer financial protection laws and regulations by institutions under its supervision and is authorized, individually

9

Embassy Bancorp, Inc.

or jointly with the federal banking agencies, to conduct investigations to determine whether any person is, or has, engaged in conduct that violates such laws or regulations. The CFPB may bring an administrative enforcement proceeding or civil action in federal district court. In addition, in accordance with a memorandum of understanding entered into between the CFPB and the Department of Justice, the two agencies have agreed to coordinate efforts related to enforcing the fair lending laws, which includes information sharing and conducting joint investigations; however, the extent to which such coordination may actually occur is unpredictable and may change over time as the result of a number of factors, including changes in leadership at the Department of Justice and the CFPB, as well as changes in the enforcement policies and priorities of each agency. As an independent bureau funded by the Federal Reserve Board, the CFPB may impose requirements that are more stringent than those of the other bank regulatory agencies.

Capital Standards

The Company and the Bank are subject to the Basel III rules that are based upon the final framework of the Basel Committee for strengthening capital and liquidity regulations. The final rule implements the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act.

The final rule includes minimum risk-based capital and leverage ratios, which became effective for the Bank and the Company on January 1, 2015, and refine the definition of what constitutes “capital” for purposes of calculating these ratios.

The minimum capital requirements are:

A new common equity Tier 1 capital ratio of 4.5%;

A Tier 1 to risk-based assets capital ratio of 6%;

A total capital ratio of 8%; and

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:

A common equity Tier 1 capital ratio of 7.0%;

A Tier 1 to risk-based assets capital ratio of 8.5%; and

A total capital ratio of 10.5%.

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%.

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.


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Embassy Bancorp, Inc.

At December 31, 2024 and December 31, 2023, the Company qualified as “well-capitalized” under the foregoing regulatory capital standards and exceeded the capital conservation buffers.  See Note 12 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, 2024, the Bank qualified as “well capitalized” under these regulatory capital standards. See Note 12 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 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.


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Embassy Bancorp, Inc.

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 Securities 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 12 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 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.
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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 had its last CRA examination in 2022 and received a “satisfactory” rating. The Company received notification of and supplied all necessary information for its next exam tentatively to begin in May 2025.

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. The Bank is not subject to the special assessments from the Silicon Bank failure.

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;

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;
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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.

Under guidance issued by the federal banking agencies, the agencies have expressed concerns with institutions that ease commercial real estate underwriting standards and have directed financial institutions to maintain underwriting discipline and exercise risk management practices to identify, measure and monitor lending risks. The agencies have also issued guidance that requires a financial institution to employ enhanced risk management practices if the institution is exposed to significant concentration risk. Under that guidance, an institution is potentially exposed to significant concentration risk if: (i) total reported loans for construction, land development, and other land represent 100% or more of total capital or (ii) total reported loans secured by multi-family and non-farm residential properties, loans for construction, land development, and other land loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital, and the outstanding balance of the institution's commercial real estate loan portfolio has increased by 50% or more during the prior 36 months.

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

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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 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 full-time employees. We also employ 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, Chief Financial Officer and CRA Officer, Michael B. Macy serves as Chief Lending Officer of Business Banking and oversees business banking and business development, Diane M. Cunningham oversees retail banking branch network and consumer lending, as well as marketing, and Lynne M. Neel oversees the finance department, deposit operations, online and mobile banking, loan operations and investor relations. This multidisciplinary approach is replicated throughout the Company.  

The Company has created a group consisting of team members called the “Culture Club.” The group 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 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 they describe 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 also asked to

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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.

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.

The Company’s CEO speaks to the entire Team monthly during the Team meeting, which provides training and general information. The officers of the Bank meet approximately quarterly and these meetings are focused on training and development of future leadership.

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.


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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:

the impact of adverse conditions in the economy and financial markets, including increasing or elevated interest rates, on the performance of the Company's loan portfolio and demand for the Company's products and services;

the potential impacts of recent events affecting the financial services industry on the Company, including increased competition for, and costs of, deposits and other funding sources, more stringent regulatory requirements relating to liquidity and interest rate risk management and capital adequacy and increased FDIC insurance expenses;

the effects of actions by the federal government, including those of the Federal Reserve Board and other government agencies, that impact the money supply, the potential effect of tariffs on cost of goods, and market interest rates;

the effects of market interest rates, and the relative balances of interest rate-sensitive assets to interest rate-sensitive liabilities, on net interest margin and net interest income;

the composition of the Company's loan portfolio, including commercial real estate and residential real estate, which collectively represent a majority of the loan portfolio, may expose the Company to increased credit risk;

the effects of changes in interest rates on demand for the Company's products and services;

investment securities gains and losses, including declines in the fair value of securities which may result in changes to earnings or shareholders' equity;

the effects of changes in interest rates or disruptions in liquidity markets on the Company's sources of funding;

capital and liquidity strategies, including the Company's ability to comply with applicable capital and liquidity requirements, and the Company's ability to generate capital internally or raise capital on favorable terms;

the effects of competition on deposit rates and growth, loan rates and growth and net interest margin;

the impact of operational risks, including the risk of human error, inadequate or failed internal processes and systems, computer and telecommunications systems failures, faulty or incomplete data and an inadequate risk management framework;

the loss of, or failure to safeguard, confidential or proprietary information;

the Company's failure to identify and adequately and promptly address cybersecurity risks, including data breaches and cyberattacks;

the impact of failures from third-party vendors upon which the Company relies to perform in accordance with contractual arrangements and the effects of concerns about other financial institutions on the Company;

the potential effects of increases in non-performing assets, which may require the Company to increase the allowance for credit losses, charge-off loans and incur elevated collection and carrying costs related to such non-performing assets;

the determination of the allowance for credit losses, which depends significantly upon assumptions and judgments with respect to a variety of factors, including the performance of the loan portfolio, the weighted-average remaining lives of different classifications of loans within the loan portfolio and current and forecasted economic conditions, among other factors;

the effects of the extensive level of regulation and supervision to which the Company and Bank are subject;

changes in regulation and government policy, which could result in significant changes in banking and financial services regulation;

the continuing impact of the Dodd-Frank Act on the Company’s business and results of operations;

the potential for negative consequences resulting from regulatory violations, investigations and examinations, including potential supervisory actions, the assessment of fines and penalties, the imposition of sanctions, the need to undertake remedial actions and possible damage to the Company’s reputation;

the effects of adverse outcomes in litigation and governmental or administrative proceedings;
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the effects of changes in U.S. federal, state or local tax laws;

the effects of the significant amounts of time and expense associated with regulatory compliance and risk management;

geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad;

public health crises and pandemics and their effects on the economic and business environments in which the Company operates, including on the Company’s credit quality and business operations, as well as the impact on general economic and financial market conditions;

the Company’s ability to achieve its growth plans;

the Company’s ability to attract and retain talented personnel;

the effects of competition from financial service companies and other companies offering bank services;

the Company’s ability to keep pace with technological changes;

the effects of negative publicity on the Company’s reputation; and

other factors that may affect future results of the Company.

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 decrease 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.
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Interest rate volatility 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. 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 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.

Changes in the estimated fair value of our securities portfolio may reduce shareholders' equity and net income.

At December 31, 2024, the Company maintained an available for sale securities portfolio of $280.8 million. The estimated fair value of the available for sale securities portfolio may change depending on the credit quality of the underlying issuer, market liquidity, changes in interest rates and other factors. Shareholders' equity is increased or decreased by the amount of the change in the unrealized gain or loss (difference between the estimated fair value and the amortized cost) of the available for sale securities portfolio, net of the related tax expense or benefit, under the category of accumulated other comprehensive income (loss). During the year ended December 31, 2024, we incurred other comprehensive losses of $6.9 million related to net changes in unrealized holding losses in the available for sale investment securities portfolio. A decline in the estimated fair value of this portfolio would result in a decline in shareholders' equity, as well as book value per common share. This decrease would occur even though the securities are not sold. The accumulated other comprehensive loss, does not impact the net income of the Company.

Effects of inflation may adversely affect our profitability.

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, as well as the expense paid on our deposits and borrowings. Inflation may also affect the general level of interest rates, which can have a direct bearing on the profitability of the Company.

The Company is subject to lending risk.

Risks associated with lending activities include, among other things, the impact of changes in interest rates and economic conditions, which may adversely impact the ability of borrowers to repay outstanding loans and the value of the associated collateral. Various laws and regulations also affect our lending activities, and failure to comply with such applicable laws and regulations could subject the Company to enforcement actions and civil monetary penalties.

At December 31, 2024, 47.2% of our loan portfolio consisted of commercial real estate, commercial construction and commercial loans, which are generally perceived as having more risk of default than residential real estate loans. Commercial business, commercial real estate and construction loans are more susceptible to a risk of loss during a downturn in the business cycle. These types of loans involve larger loan balances to a single borrower or groups of related borrowers. Commercial real estate loans may be affected to a greater extent than residential loans by adverse conditions in real estate markets or the economy because commercial real estate borrowers' ability to repay their loans depends on successful development of their properties and the successful operation of the borrower's business, as well as the factors affecting residential real estate borrowers.

Loans secured by properties where repayment is dependent upon payment of rent by third party tenants or the sale of the property may be impacted by loss of tenants and lower lease rates needed to attract new tenants.

Commercial business loans are typically affected by the borrowers' ability to repay the loans from the cash flows of their businesses. These loans may involve greater risk because the availability of funds to repay each loan depends

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substantially on the success of the business itself. The collateral securing the loans and leases often depreciates over time, is difficult to appraise and liquidate and fluctuates in value based on the success of the business. If interest rates rise, the borrower's debt service requirement may increase, negatively impacting the borrower's ability to service their debt.

An increase in nonperforming loans and leases from these types of loans could result in an increase in the provision for credit losses and an increase in loan and lease charge-offs. The risk of credit losses on loans and leases increases if the economy worsens.

Our allowance for credit losses may be insufficient.

The FASB issued an accounting standard on allowance for credit losses “ACL”, which became 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 recognize the expected credit losses as allowances for credit losses. The allowance, in the judgment of management, is necessary to reserve for estimated credit losses and risks inherent in the loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; forecasts; specific credit risks; credit 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 credit 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 credit losses and may require an increase in the provision for possible credit 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 credit losses. Any increases in the allowance resulting from credit 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.

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 2024. 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 credit 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 rates, products offered, customer service and convenience. Our profitability depends upon our ability to successfully compete in our market area.
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A lack of liquidity could adversely affect the Company's financial condition and results of operations.

Liquidity is essential to the Company’s business. The Company relies on its ability to generate deposits and effectively manage the repayment of its liabilities to ensure that there is adequate liquidity to fund operations. An inability to raise funds through deposits, borrowings, the sale and maturities of loans and securities and other sources could have a substantial negative effect on liquidity. The Company’s most important source of funds is its deposits. Deposit balances can decrease when customers perceive alternative investments as providing a better risk adjusted return, which are strongly influenced by such external factors as the direction of interest rates, local and national economic conditions and the availability and attractiveness of alternative investments. Further, the demand for deposits may be reduced due to a variety of factors such as negative trends in the banking sector, the level of and/or composition of our uninsured deposits, demographic patterns, changes in customer preferences, reductions in consumers' disposable income, the monetary policy of the FRB or regulatory actions that decrease customer access to particular products. If customers move money out of bank deposits and into other investments such as money market funds, the Company would lose a relatively low-cost source of funds, which would increase its funding costs and reduce net interest income. Any changes made to the rates offered on deposits to remain competitive with other financial institutions may also adversely affect profitability and liquidity. Other primary sources of funds consist of cash flows from operations, maturities of investment securities and/or loans and borrowings from the FHLB and/or FRB discount window. The Company also may borrow funds from third-party lenders, such as other financial institutions. The Company’s access to funding sources in amounts adequate to finance or capitalize its activities, or on terms that are acceptable, could be impaired by factors that affect the Company directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry, a decrease in the level of the Company’s business activity as a result of a downturn in markets or by one or more adverse regulatory actions against the Company or the financial sector in general. Any decline in available funding could adversely impact the Company’s ability to originate loans, invest in securities, meet expenses, or to fulfill obligations such as meeting deposit withdrawal demands, any of which could have a material adverse impact on its liquidity, business, financial condition and results of operations.

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 and Middle East 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

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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.

The Bank does not engage in cryptocurrency transactions for itself or its customers.

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 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 credit losses on loans. 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 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.


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Embassy Bancorp, Inc.

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

Starting in March 2020, the capital and credit markets have experienced extreme volatility and disruption related to the COVID-19 pandemic and, also, as a result of the bank failures in 2023. In many 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 continue, there can be no assurance that we will not experience adverse effects, which may materially affect the market price of our common stock and/or 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. Promptly following the failures of several banks, the federal banking regulators announced that the FDIC will use funds from the Deposit Insurance Fund to ensure that all depositors in SVB, Signature Bank, and First Republic Bank are made whole, at no cost to taxpayers. Additional bank failures may prompt the FDIC to increase its premiums above the recently increased levels or to issue additional 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 from a credit loss, 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. For available-for-sale debt securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell the security, prior to the recovery of its amortized cost basis. If either of the above criteria is met, the security’s amortized cost basis is written down to fair value through 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.

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

23

Embassy Bancorp, Inc.

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.

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, 2024, our directors and executive officers beneficially owned in excess of 29% 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.
‎

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

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Embassy Bancorp, Inc.

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 Company. As such, Pennsylvania law does not 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.

Any one or more of these laws or measures, particularly when coupled with the fact that our insiders hold approximately 29% 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.

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, 2024, all three capital ratios for us and our banking subsidiary were above “well capitalized” levels under current bank regulatory guidelines.


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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. 

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 the Company.  Also, the Company’s 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.

 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, 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

26

Embassy Bancorp, Inc.

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.

Item 1B. UNRESOLVED STAFF COMMENTS.

None.

Item 1C. CYBERSECURITY.

Our operations are dependent on our information technology systems, and the systems of our third party partners, upon which we rely, to maintain our ability to access, store, and transmit sensitive information in a secure manner. One of the primary risks to which we are exposed is the risk that our information systems are compromised, either deliberately or unintentionally, and that sensitive information is disclosed, misused or corrupted, or our operations are disrupted. Such an incident could result in a number of adverse consequences, including disruptions in customer relationship management, system damage, remediation costs, litigation, and reputational damage. We maintain an information security and governance program that is designed to protect our information systems against such risks.

Risk Management and Strategy

The Company recognizes the significance of such risks and cybersecurity is a critical component of our overall risk management program. In order to combat against and mitigate the impact of any unauthorized access to or attack on our information systems, we have implemented policies and procedures designed to assess, identify, and manage material risks arising from cybersecurity threats. Additionally, because we rely on third parties to provide services that are integral to our operations, we have procedures in place to assess a technology provider’s cybersecurity controls prior to establishing a contractual relationship and to periodically review assessments of those systems. Whenever possible, we include cybersecurity requirements in our contracts with such providers, which typically include agreed-upon security standards and protocols and our right to obtain periodic reports or assessments of such provider’s compliance therewith.


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Embassy Bancorp, Inc.

Our cybersecurity program provides a program for compliance with applicable cybersecurity and data protection laws. Our program is designed to ensure the security and confidentiality of customer, employee and Company information, protect against known or evolving threats to the security or integrity of customer records and personal information and protect against unauthorized access to or use of such information. We work with third party firms to review and monitor our cyber security programs, our regulators, and other third-party service providers to ensure that these policies are adequately designed to appropriately safeguard such information. The Company’s policies and procedures include, and are not limited to:

Information Systems and Cyber Security Policy

Patch and Change Management

Cyber Incident Response Policy and Testing

Annual NIST Risk Assessments

Business Continuity and Disaster Recovery Plans and Testing

Annual CIS Benchmarks Assessments

Third Party Risk Management Policies

Access to Threat Intelligence

Remote Access Policy

Dark Web Monitoring

Customer Facing Technology Risk Assessments

Cyber Risk Insurance Policy

Cyber Security Awareness Training

Physical Security Policy

Vulnerability Assessments

The Company uses a layered security structure of processes and technologies to detect, prevent, mitigate, monitor and respond to cybersecurity threats.

Employees undergo cybersecurity training during orientation. Employees and board members receive annual training to promote cybersecurity awareness. All employees are required to abide by our cybersecurity and data protection policies.

To our knowledge and to date, the Company has not experienced a material cybersecurity incident.

Governance

Cybersecurity and data protection is essential for the Company to maintain the trust of our customers, team members and stakeholders. The Board of Directors is ultimately responsible for overseeing the Company’s management of cybersecurity risk, including oversight into appropriate risk mitigation, strategies, processes, systems, and controls.

The Company has an IT Team and Cyber Incident Response Team made up of senior managers of the bank and led by the Chief Operating Officer (COO), the Information Security Officer (ISO) and the Security Officer (SO). The COO, ISO and SO, in conjunction with our third party cyber security technology provider, are primarily responsible for assessing and managing material risks from cybersecurity threats and are responsible for designing, implementing and maintaining our cybersecurity environment and incident response procedures. The ISO has twenty-eight (28) years of experience exclusively in the IT field. The IT Team is responsible for ensuring the Board of Directors and employees are trained annually on cybersecurity and information security awareness and apprised of any emerging threats. Additionally, the IT Team ensures employees are adequately trained on our incident response procedures.

The ISO and SO report to the COO and monthly written Cybersecurity reports are presented to the Board of Directors. At least annually the IT Team leadership and members of the Audit Committee and Board meet strategically to review, and as appropriate, adapt our cybersecurity program to an evolving landscape of emerging threats, evaluate effectiveness of key security controls, assess cybersecurity best practices, and to adopt the annual cybersecurity strategy. A written cybersecurity report and briefing to the full Board is conducted on an annual basis. These reports cover, but are not limited to, the Company’s cybersecurity environment, threats, material cybersecurity risks and events, improvements and effectiveness, the results of periodic testing (both internal and external), and other material matters related to the cybersecurity program.


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Embassy Bancorp, Inc.

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

Of the ten (10) offices, the Company currently leases nine (9) of its premises and leases the land at Borough of Macungie branch. The Borough of Macungie branch building is owned by the Company. The Company’s headquarters is located in Bethlehem, PA.

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.


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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.

2024

2023

High

Low

High

Low

First Quarter

$

15.05 

$

13.31 

$

18.70 

$

16.05 

Second Quarter

$

13.75 

$

13.00 

$

17.00 

$

12.50 

Third Quarter

$

15.79 

$

13.00 

$

18.00 

$

14.05 

Fourth Quarter

$

16.74 

$

15.60 

$

15.38 

$

13.90 

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 14, 2025, there are approximately 809 owners of record of the common stock of the Company.

(c)On July 12, 2024, the Company paid $3,199,426 or $0.42 per share, in an annual cash dividend on its common stock. On July 14, 2023, the Company paid $3,041,266 or $0.40 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, 2024:

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

-

N/A

364,355

(e)Sales of Securities.

None.


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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 price paid for such shares, during the fourth quarter of 2024. 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, 2024

N/A

N/A

N/A

N/A

November 1 - 30, 2024

N/A

N/A

N/A

N/A

December 1 - 31, 2024

4,351

$

16.50

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, 2024 and 2023. 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 credit losses (“ACL”) 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 credit losses. The allowance for credit losses represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The measurement of expected credit losses is applicable to loans receivable and securities measured at amortized cost. It also applies to off-balance sheet credit exposures such as loan commitments and unused lines of credit. The allowance is established through a provision for credit losses that is charged against income. The methodology for determining the allowance for credit losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded allowance for credit losses. Management believes the allowance for credit losses is adequate and reasonable. For additional discussion concerning the Company’s allowance for credit losses and related matters, see “Provision for Credit Losses” and “Allowance for Credit Losses” in Notes 1 and 3 to the consolidated financial statements. Given the very subjective nature of identifying and valuing credit 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 Company’s allowance for credit losses. Such

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Embassy Bancorp, Inc.

agencies may require the Company to recognize adjustments to the allowance based on their judgments of information available to them at the time of their examination.

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 increased by $47.9 million from $1.66 billion at December 31, 2023 to $1.70 billion at December 31, 2024. The increase was due to a $17.6 million increase in cash and cash equivalents, an increase of $14.7 million in net loans receivable, and an increase of $10.3 million in bank owned life insurance, offset by a decrease of $4.8 million in securities available for sale. The $17.6 million increase in cash and cash equivalents was due to an increase in deposits of $76.8 million, $31.6 million in principal pay downs on mortgage-backed securities and maturities within the securities available for sale portfolio, offset by a decrease in securities sold under agreement to repurchase of $10.3 million, a decrease in short term borrowings of $19.4 million, the net loan growth of $14.7 million, the purchase of $44.3 million in securities available for sale, and the purchase of $9.0 million of bank owned life insurance policies in the first quarter of 2024. The $4.8 million decrease in securities available for sale was net of an increase in unrealized losses of $8.8 million. The current unrealized loss position of the securities portfolio is due to the increase in market interest rates in response to economic conditions since purchase and not due to the credit quality of the investment portfolio.

Net loans receivable increased by $14.7 million to $1.26 billion at December 31, 2024, as compared to $1.24 billion at December 31, 2023. 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 creditworthy customers, the Company continues to expand its market presence and pipeline, 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. The Company continues to monitor the interest rate exposure of its interest-bearing assets and liabilities. See the expanded discussion under the Financial Condition: Loans section below.

The Company's deposits increased by $76.8 million from $1.48 billion at December 31, 2023 to $1.55 billion at December 31, 2024. The increase in deposits was due to a $22.7 million increase in non-interest bearing deposits and an increase of $54.0 million in interest bearing deposits. The Company continues to seek deposits using a highly effective relationship building, sales and marketing effort, which serves 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. The Company’s success in attracting new deposit relationships is, in part, due to the increased usage of the Company’s online banking platform, competitively offered rates, and the continued convenience and efficiency of our branch network and branch personnel. The Company

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Embassy Bancorp, Inc.

continues to take advantage of deposit opportunities created by mergers, name changes, competitive branch hour and service adjustments and/or closures in the Company’s market area, and by attracting new customers looking to relocate to a local, reputable community bank.

The Company’s net income decreased $2.2 million, or 17.5%, to $10.4 million in 2024 from $12.7 million in 2023. Basic and diluted earnings per share decreased to $1.37 in 2024, as compared to $1.67 in 2023. The difference in net income for the year ended December 31, 2024 and December 31, 2023 resulted primarily from an increase in interest expense of $10.7 million, or 58.9%, due to the rate environment, and an increase in non-interest expenses; offset, to a lesser degree, by an increase in interest income, an increase in non-interest income, and a increase in the credit for credit losses.

Subsequent to the December 31, 2024 balance sheet date, in January 2025, the Company purchased nine (9) Treasury bonds and one (1) government agency bond totaling $33.7 million, in February 2025 the Company purchased six (6) Treasury bonds and two (2) government agency bonds totaling $17.9 million, and in March 2025 the Company purchased two (2) Treasury bonds and (2) government agency bonds totaling $14.8 million.. Also subsequent to year end, in January 2025 the Company paid off the FHLB short-term borrowings of $15.6 million, as described in Note 8.

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 2024 and 2023.

2024 Compared to 2023

Total interest income for the year ended December 31, 2024 increased $7.8 million to $65.0 million, as compared to $57.2 million for the year ended December 31, 2023. Average earning assets were $1.60 billion for the year ended December 31, 2024, as compared to $1.56 billion for the year ended December 31, 2023. The tax equivalent yield on average earning assets was 4.09% for the year ended December 31, 2024, compared to 3.69% for the year ended December 31, 2023.

Total interest expense for the year ended December 31, 2024 increased $10.7 million to $28.8 million, as compared to $18.1 million for the year ended December 31, 2023. Average interest bearing liabilities were $1.20 billion for the

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Embassy Bancorp, Inc.

year ended December 31, 2024, as compared to $1.17 billion for the year ended December 31, 2023. The yield on average interest bearing liabilities was 2.39% and 1.55% for the years ended December 31, 2024 and December 31, 2023, respectively. The Company’s overall cost of funds for the years ended December 31, 2024 and 2023 was 1.87% and 1.20%, respectively.

Net interest income for the year ended December 31, 2024 was $36.2 million, compared to $39.0 million for the year ended December 31, 2023. The decrease in net interest income is, in part, the result of an increase in the average balance of certificates of deposit, an increase in the average balance of NOW and money markets, an increase in the average balances of securities under agreement to repurchase, and a decrease in the average balance of taxable investments, along with a decrease in the rate of non-taxable investments and an increase in the rates of interest bearing demand deposits, NOW, money market, savings, certificates of deposit, and securities under agreements to repurchase and other borrowings. The decrease in net interest income was offset by an increase in the average balances of taxable and non-taxable loans, an increase in the average balance of taxable investments and non-taxable investments, an increase in the average balance of fed funds sold, an increase in the average balance of interest bearing deposits with banks, along with an increase in the rate of taxable and non-taxable loans, taxable investments, federal funds sold, and interest bearing deposits with banks. Also offsetting the decrease in net interest income was a decrease in the average balance of savings and a decrease in the balance and rate of FHLB short term borrowings. The Company’s net interest margin is 2.26% on a US GAAP basis and 2.29% on a tax equivalent (non-US GAAP) basis for the year ended December 31, 2024, as compared to 2.50% on a US GAAP basis and 2.53% on a tax equivalent (non-US GAAP) basis for the year ended December 31, 2023.

For the fourth quarter of 2024, the Company’s net interest margin is 2.24% on a US GAAP basis and 2.28% on a tax equivalent (non-US GAAP) basis, respectively. These are both increases from the quarter ended December 31, 2023, when the net interest margin was 2.16% on a US GAAP basis and 2.20% on a tax equivalent (non-US GAAP) basis, respectively. The quarterly results for the fourth quarter of 2024 were consistent with the quarter ended September 30, 2024, when the net interest margin was 2.24% on a US GAAP basis and 2.27% on a tax equivalent (non-US GAAP) basis, respectively.

For the fourth quarter of 2024, the Company’s overall cost of funds decreased to 1.91% from 1.98% for the third quarter of 2024, respectively.


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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, 2024

Year Ended December 31, 2023

Average

Tax Equivalent

Average

Tax Equivalent

Balance

Interest

Yield

Balance

Interest

Yield

(Dollars in Thousands)

ASSETS

Loans - taxable (2)

$

1,236,484 

$

53,369 

4.32%

$

1,211,645 

$

47,977 

3.96%

Loans - non-taxable (1)

27,245 

923 

4.29%

22,413 

744 

4.20%

Investment securities - taxable

238,370 

6,357 

2.67%

267,098 

6,127 

2.29%

Investment securities - non-taxable (1)

40,708 

1,186 

3.69%

40,255 

1,223 

3.84%

Federal funds sold

993 

53 

5.29%

827 

42 

5.11%

Interest bearing deposits with banks

57,979 

3,083 

5.32%

21,032 

1,044 

4.96%

TOTAL INTEREST EARNING ASSETS

1,601,779 

64,971 

4.09%

1,563,270 

57,157 

3.69%

Less allowance for credit losses

(12,378)

(12,622)

Other assets

82,225 

74,801 

TOTAL ASSETS

$

1,671,626 

$

1,625,449 

LIABILITIES AND STOCKHOLDERS' EQUITY

Interest bearing demand deposits,
‎NOW and money market

$

271,589 

$

4,241 

1.56%

$

241,524 

$

1,791 

0.74%

Savings

461,364 

3,976 

0.86%

567,686 

3,283 

0.58%

Certificates of deposit

452,308 

20,014 

4.42%

342,387 

12,540 

3.66%

Securities sold under agreements to
‎   repurchase and other borrowings

17,558 

556 

3.17%

16,394 

504 

3.07%

TOTAL INTEREST BEARING LIABILITIES

1,202,819 

28,787 

2.39%

1,167,991 

18,118 

1.55%

Non-interest bearing demand deposits

338,931 

342,746 

Other liabilities

24,040 

21,521 

Stockholders' equity

105,836 

93,191 

TOTAL LIABILITIES AND

STOCKHOLDERS' EQUITY

$

1,671,626 

$

1,625,449 

Net interest income

$

36,184 

$

39,039 

Tax equivalent adjustments:

Loans

245 

198 

Investments

315 

325 

Total tax equivalent adjustments

560 

523 

Net interest income on a tax equivalent basis

$

36,744 

$

39,562 

Net interest spread (US GAAP basis)

1.66%

2.10%

Net interest margin (US GAAP basis)

2.26%

2.50%

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

1.70%

2.14%

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

2.29%

2.53%

(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, 2024 and 2023, 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 are calculated on a fully tax equivalent basis at a tax rate of 21% as of December 31, 2024 and 2023, respectively.

35

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.

2024 vs. 2023

Increase (decrease) due to changes in:

(In Thousands)

Volume

Rate

Total

Interest-earning assets:

Loans - taxable

$

984 

$

4,408 

$

5,392 

Loans - non-taxable

160 

19 

179 

Investment securities - taxable

(659)

889 

230 

Investment securities - non-taxable

14 

(51)

(37)

Federal funds sold

8 

3 

11 

Interest bearing deposits with banks

1,834 

205 

2,039 

Total net change in income on

interest-earning assets

2,341 

5,473 

7,814 

Interest-bearing liabilities:

Interest bearing demand deposits,

NOW and money market

223 

2,227 

2,450 

Savings

(615)

1,308 

693 

Certificates of deposit

4,026 

3,448 

7,474 

Total deposits

3,634 

6,983 

10,617 

Securities sold under agreements to

repurchase and other borrowings

36 

16 

52 

Total net change in expense on

interest-bearing liabilities

3,670 

6,999 

10,669 

Change in net interest income

$

(1,329)

$

(1,526)

$

(2,855)

Provision for Credit Losses

The Company adopted ASC Topic 326 on January 1, 2023, and applied the standard’s provisions as a cumulative-effect adjustment to retained earnings, as of January 1, 2023 (i.e., modified retrospective approach). Upon adoption of the standard, the Company recorded a $188 thousand increase to the allowance for credit losses, which resulted in a $148 thousand after-tax decrease to retained earnings as of January 1, 2023. The tax effect resulted in a $40 thousand increase to deferred tax assets. 

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

The allowance for credit losses is maintained at a level management considers to be adequate to provide for losses that can be reasonably anticipated over the expected life of the loans. 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

36

Embassy Bancorp, Inc.

and forecasted economic conditions and other relevant factors. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant change.

The allowance consists of a collectively evaluated component and an individually evaluated component. The collectively evaluated component covers non-classified loans and classified loans not considered loans individually evaluated for credit losses, and is based on historical loss experience adjusted for forecasting factors and qualitative factors. The individually evaluated component relates to loans that are classified as loans individually evaluated for credit losses and/or restructured. For loans that are classified as loans individually evaluated for credit losses, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the loans individually evaluated for credit losses is lower than the carrying value of that loan.

For additional information on ASC Topic 326, see Note 1 “Summary of Significant Accounting Policies.”.

For the year ended December 31, 2024, the credit for credit losses was $525 thousand, compared to the credit for credit losses of $178 thousand for the year ended December 31, 2023. In the year ended December 31, 2024, there were $11 thousand in charge-offs and $241 thousand in recoveries, compared to no charge-offs and $2 thousand in recoveries for the year ended December 31, 2023. The (credit) provision for credit losses is a function of the allowance for credit loss methodology that the Company uses to determine the appropriate level of the allowance for inherent credit losses after net charge-offs have been deducted. See the discussion below under “Credit Risk and Loan Quality” regarding the Company’s considerations of its December 31, 2024 allowance for credit loss levels. The allowance for credit losses is $12.2 million as of December 31, 2024, which is 0.96% of total loans receivable, compared to $12.5 million or 0.99% of total loans receivable as of December 31, 2023. Based principally on loan growth, economic conditions, asset quality, and loan-loss experience, including that of comparable institutions in the Company’s market area, the allowance is believed to be adequate to absorb any losses expected 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 credit losses is adequate, or that material increases will not be necessary should the quality of the loans deteriorate. The Company 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 was $3.2 million for the year ended December 31, 2024, compared to $2.6 million for the same period in 2023. The increase is, in part, attributable to an increase in bank owned life insurance of $576 thousand primarily due to the purchase of $9.0 million of new bank owned life insurance policies and the conversion of $2.0 million in previous BOLI policies to higher yielding BOLI products through a 1035 exchange transaction in the first quarter of 2024. Also, contributing to the increase in non-interest income is an increase of $15 thousand in debit card interchange fees and an increase of $4 thousand in other service fees. Offsetting this increase is a decrease in merchant and credit card processing fees of $39 thousand.

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 larger 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, that traditionally increase non-interest income.


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37

Embassy Bancorp, Inc.

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, 2024 was $27.3 million, compared to $26.4 million for the year ended December 31, 2023. The increase in non-interest expenses is, in part, attributable to a $474 thousand increase in salaries and employee benefits due to annual increases in salaries and benefits, incentives and bonuses, employee taxes, and health insurance cost, offset by an increase in deferred loan costs, a decrease in stock grant expense, and a decrease in non-qualified pension expense. Additional increases in non-interest expenses are attributable to an increase of $244 thousand in occupancy and equipment due in part to an increase in rent expense, building maintenance, utility expenses, and in depreciation expense, as well as an increase of $25 thousand in professional fees, an increase of $33 thousand in FDIC insurance, an increase of $29 thousand in loan and real estate expenses, and an increase of $165 thousand in other expenses. The increase in other expenses was due, in part, to increases in bank shares tax, cash over and short, shareholder relations, and other operating expenses, offset by decreases in dispute and fraud losses on debit cards, wire fraud losses, check fraud losses, debit card production, and customer check printing. These increases in non-interest expenses were offset, in part, by a $58 thousand decrease in advertising and promotion expenses. The Company’s efficiency ratio was 69.3% and 63.3% for the year ending December 31, 2024 and 2023, respectively.

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

Income Taxes

The provision for income taxes was $2.1 million and $2.8 million for December 31, 2024 and December 31, 2023. The effective rate on income taxes for the years ended December 31, 2024 and 2023 was 16.5% and 18.1%, respectively. The decrease in the tax rate is, in part, the result of an increase in income on bank owned life insurance and the result of the change in the mix of taxable and tax free loans and investments.

FINANCIAL CONDITION

Securities

The Company’s securities portfolio continues to be classified, in its entirety, as “available for sale.” Management believes that a portfolio classification of available for sale allows complete flexibility in 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 generally structured to provide maximum return on investments while providing a consistent source of liquidity and meeting strict risk standards. Investment securities consist primarily of mortgage-backed securities issued by FHLMC or FNMA, taxable and non-taxable municipal bonds, government agency bonds, and Treasury bonds. The Company holds no high-risk or direct internationally exposed securities or derivatives as of December 31, 2024. The Company has not made any investments in non-U.S. government agency mortgage backed securities or sub-prime loans. The current liquidity of the portfolio has been impacted by the increase in market interest rates. Selling of securities would not be expected as a primary source of short term liquidity given the unrealized losses currently in the portfolio.

The Company’s securities portfolio was $280.8 million at December 31, 2024, a $4.8 million decrease from securities of $276.1 million at December 31, 2023. The decrease in the investment portfolio resulted from principal pay downs on mortgage-backed securities, the maturity of one (1) non-taxable municipal bond, the maturity of three (3) Treasury bonds, and the maturity of one (1) government agency bonds totaling $31.6 million, as well as an increase in unrealized losses of $8.8 million, offset by the purchase of seven (7) Treasury bonds and three (3) government agency

38

Embassy Bancorp, Inc.

bonds totaling $44.3 million. The carrying value of the securities portfolio as of December 31, 2024 includes a net unrealized loss of $64.1 million, which is recorded as accumulated other comprehensive loss in stockholders’ equity net of income tax effect. This compares to a net unrealized loss of $55.3 million at December 31, 2023. The current unrealized loss position of the securities portfolio is due to increasing market interest rates in 2022 through 2023 in response to economic conditions since initial purchase. Management determined the Company does not have the intent to sell, nor is it more likely than not that it will be required to sell securities in an unrealized loss position at December 31, 2024. Further, management reviewed the Company's securities as of December 31, 2024 and concluded there were no credit-related declines in fair value. The effective duration of the securities portfolio is approximately 6 years at December 31, 2024.

The following table sets forth the composition of the securities portfolio at fair value as of December 31, 2024 and December 31, 2023.

2024

2023

(In Thousands)

U.S. Treasury securities

$

34,740 

$

14,590 

U.S. Government agency obligations

12,446 

2,339 

Municipal securities

58,000 

60,796 

U.S. Government sponsored enterprise (GSE)

- Mortgage-backed securities - commercial

436 

442 

U.S. Government sponsored enterprise (GSE)

- Mortgage-backed securities - residential

175,206 

197,893 

Total Securities Available for Sale

$

280,828 

$

276,060 

The following table presents the maturities and average weighted yields of the debt securities portfolio as of December 31, 2024. 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. Treasury securities

$

34,740 

4.15%

$

-

-

$

-

-

$

-

-

$

34,740 

4.15%

U.S. Government agency

obligations

12,446 

4.02%

-

-

-

-

-

-

12,446 

4.02%

Municipal securities

-

-

2,230 

2.68%

6,422 

3.78%

49,348 

2.96%

58,000 

3.04%

U.S. GSE - Mortgage-

backed securities-

     commercial

-

-

-

-

436 

2.39%

-

-

436 

2.39%

U.S. GSE - Mortgage-

backed securities-

     residential

12 

5.85%

6,076 

2.80%

54,323 

1.87%

114,795 

1.76%

175,206 

1.83%

Total Debt Securities

$

47,198 

4.11%

$

8,306 

2.77%

$

61,181 

2.07%

$

164,143 

2.12%

$

280,828 

2.46%


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39

Embassy Bancorp, Inc.

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 increased by $14.7 million to $1.26 billion at December 31, 2024 from $1.24 billion at December 31, 2023. The gross loan-to-deposit ratio decreased to 82% at December 31, 2024, compared to 85% at December 31, 2023. The Company’s loan portfolio at December 31, 2024 was comprised of residential real estate and consumer loans of $669.2 million, an increase of $5.5 million from December 31, 2023, and commercial loans of $598.5 million, an increase of $8.7 million from December 31, 2023. The Company has not originated, nor does it intend to originate, sub-prime mortgage loans.

The following table sets forth information on the composition of the loan portfolio by type at December 31, 2024 and 2023. All of the Company’s loans are to domestic borrowers.

December 31, 2024

December 31, 2023

Percentage of

Percentage of

Balance

total Loans

Balance

total Loans

(Dollars in Thousands)

Commercial real estate

$

536,594

42.33%

$

539,034

43.00%

Commercial construction

22,556

1.78%

16,840

1.34%

Commercial

39,384

3.10%

33,951

2.71%

Residential real estate

668,725

52.75%

663,127

52.90%

Consumer

475

0.04%

565

0.05%

Gross loans

1,267,734

100.00%

1,253,517

100.00%

Unearned origination costs

688

522

Allowance for credit losses

(12,166)

(12,461)

Net Loans

$

1,256,256

$

1,241,578

The following table shows the maturities of the commercial and consumer loan portfolios and the loans subject to interest rate fluctuations at December 31, 2024.

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

$

52,135

$

380,928

$

101,022

$

2,509

$

536,594

Commercial construction

20,806

1,750

-

-

22,556

Commercial

14,177

21,633

3,562

12

39,384

Residential Real Estate

3,919

34,697

400,704

229,405

668,725

Consumer

41

386

9

39

475

$

91,078

$

439,394

$

505,297

$

231,965

$

1,267,734

Fixed Rates

$

63,452

$

435,302

$

505,288

$

213,395

$

1,217,437

Variable Rates

27,626

4,092

9

18,570

50,297

$

91,078

$

439,394

$

505,297

$

231,965

$

1,267,734

40

Embassy Bancorp, Inc.

Credit Risk and Loan Quality

The Company’s allowance for credit losses decreased slightly to $12.2 million at December 31, 2024 from $12.5 million at December 31, 2023. At December 31, 2024 and December 31, 2023, the allowance for credit losses represented 0.96% and 0.99% of total loans receivable, respectively. The Company’s non-performing loans to total loans receivable were 0.04% at December 31, 2024, compared to 0.03% at December 31, 2023. At December 31, 2024, approximately 95% of the Company’s loan portfolio is collateralized by real estate.

The aggregate balances on non-performing loans are included in the following table. At December 31, 2024, the Company had no foreclosed assets and had two (2) recorded investments in mortgage loans collateralized by residential real estate property in the process of foreclosure in the amount of $216 thousand. At December 31, 2023, the Company had no foreclosed assets and had one (1) recorded investment in a mortgage loan collateralized by residential real estate property in the process of foreclosure in the amount of $121 thousand.

The details for the non-performing loans and assets are included in the following table:

December 31,

2024

2023

(Dollars In Thousands)

Non-accrual - commercial

$

151 

$

-

Non-accrual - consumer

344 

366 

Restructured, accruing interest

-

-

Loans past due 90 or more days, accruing interest

-

-

Total nonperforming loans

495 

366 

Foreclosed assets

-

-

Total nonperforming assets

$

495 

$

366 

Nonperforming loans to total loans

0.04%

0.03%

Nonperforming assets to total assets

0.03%

0.02%

Non-accrual loans to total loans

0.04%

0.03%

Allowance to non-accrual loans

2457.78%

3404.64%

Net (recoveries) charge-offs to average loans

-0.02%

0.00%

In the year ended December 31, 2024, there were $11 thousand in charge-offs and $241 thousand in recoveries, compared to no charge-offs and $2 thousand in recoveries for the year ended December 31, 2023.

Our loan portfolio includes a large amount of commercial real estate loans. Management believes the commercial real estate loan portfolio is well-diversified. At December 31, 2024 and 2023, high volatility commercial real estate exposures were $11.0 million and $7.4 million, respectively. Commercial real estate loans are originated primarily within Lehigh and Northampton counties, are within the Company’s underwriting criteria, and generally include the guarantee of one or more of the borrowers’ affiliates. At December 31, 2024, the Company’s office space portfolio included no exposure to properties in major metropolitan markets. Commercial real estate loans have drawn the attention of the regulators in recent years as a potential source of risk. The Company monitors these types of loans closely, obtaining updated appraisals on loans when required. As detailed in the Allowance for Credit Losses table, the Company had no charge-offs in this category in 2024 or 2023. The Company believes it has taken the appropriate steps to implement appropriate risk management practices for its commercial real estate loan portfolio, which are subject to regulatory examination.


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41

Embassy Bancorp, Inc.

Allowance for Credit Losses

The Company adopted the ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326)” (“CECL”) on January 1, 2023. The cumulative effect from the adoption of CECL was a $188 thousand increase to the allowance for credit losses. 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, as of December 31, 2024, the allowance is adequate to absorb reasonably anticipated losses. The Company will continue to evaluate the allowance for credit losses as new information becomes available.

As of December 31, 2024, the Company had $3.0 million of individually evaluated loans (defined as those loans that do not share the same risk characteristics as the remaining pooled portfolio and legacy debt restructurings) compared to $3.3 million at December 31, 2023. Most of the Company’s individually evaluated loans required no specific reserves due to adequate collateral. As of December 31, 2024, the Company had individually evaluated loans of $691 thousand requiring a specific reserve of $134 thousand. As of December 31, 2023, the Company had individually evaluated loans of $778 thousand requiring a specific reserve of $195 thousand.

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

December 31,

2024

2023

(Dollars In Thousands)

Loans receivable at end of year

$

1,268,422

$

1,254,039

Allowance for credit losses:

Balance, beginning

$

12,461

$

12,449

Cumulative effect of change in accounting principle

-

188

Credit for credit losses

(525)

(178)

Loans charged off:

Commercial real estate

-

-

Commercial construction

-

-

Commercial

-

-

Residential real estate

-

-

Consumer

(11)

-

Total charged off

(11)

-

Recoveries of loans previously charged-off:

Commercial real estate

240

-

Commercial construction

-

-

Commercial

-

-

Residential real estate

-

2

Consumer

1

-

Total recoveries

241

2

Net recoveries

230

2

Balance at end of year

$

12,166

$

12,461

Allowance for credit losses to loans

receivable at end of year

0.96%

0.99%


‎

42

Embassy Bancorp, Inc.

Allocation of the Allowance for Credit Losses

The following table details the allocation of the allowance for credit losses to various loan categories. While allocations have been established for particular loan categories, management considers the entire allowance to be available to absorb losses in any category.

December 2024

December 2023

(Dollars in Thousands)

Commercial real estate

$

5,897 

$

6,108 

Commercial construction

257 

195 

Commercial

536 

920 

Residential real estate

5,446 

5,224 

Consumer

30 

14 

Total Allowance for Credit Losses

$

12,166 

$

12,461 

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, 2024 were $1.55 billion, an increase of $76.8 million, or 5.2%, from total deposits of $1.48 billion as of December 31, 2023. The increase in the Company’s deposits was due to an increase of $22.7 million in non-interest bearing demand, an increase of $18.4 million in interest bearing demand, NOW and money market deposits, and a $84.7 million increase in time deposits; offset by a decrease of $49.0 million in savings deposits. The shift from savings to time deposits is primarily due to higher yielding rates on time deposits, due to the competitive pressure and current rate environment. Included in the above mentioned increase was a $39.3 million increase in non-interest bearing demand business deposits, offset by a $16.6 million decrease in non-interest bearing demand personal deposits. Included in total deposits at December 31, 2024 were personal deposits of $1.11 billion, business deposits of $351.9 million, and municipal deposits of $93.4 million. Included in total deposits at December 31, 2023 were personal deposits of $1.09 billion, business deposits of $293.6 million, and municipal deposits of $89.5 million. The estimated amount of uninsured assessable deposits, including related interest accrued and unpaid, at December 31, 2024 and December 31, 2023 was $514.1 million and $464.3 million, respectively.


‎

43

Embassy Bancorp, Inc.

The following table reflects the Company’s deposits by category for the periods indicated. All deposits are domestic deposits.

December 31, 2024

December 31, 2023

(In Thousands)

Demand, non-interest bearing

$

351,371

$

328,669

Demand, NOW and money market, interest bearing

270,775

252,400

Savings

444,102

493,129

Time, $250 and over

167,615

138,765

Time, other

319,096

263,270

Total deposits

$

1,552,959

$

1,476,233

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

December 31, 2024

December 31, 2023

Average

Average

Average

Average

Amount

Rate

Amount

Rate

(Dollars In Thousands)

Demand, NOW and money market,

interest bearing deposits

$

271,589 

1.56%

$

241,524 

0.74%

Savings

461,364 

0.86%

567,686 

0.58%

Certificates of deposit

452,308 

4.42%

342,387 

3.66%

Total interest bearing deposits

1,185,261 

2.38%

1,151,597 

1.53%

Non-interest bearing demand deposits

338,931 

342,746 

Total

$

1,524,192 

$

1,494,343 

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

December 31, 2024

December 31, 2023

(In Thousands)

3 months or less

$

71,654

$

52,882

Over 3 through 6 months

36,379

31,818

Over 6 through 12 months

45,820

44,253

Over 12 months

13,762

9,812

Total

$

167,615

$

138,765

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.


‎

44

Embassy Bancorp, Inc.

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 $96.5 million at December 31, 2024, compared to $78.9 million at December 31, 2023. 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. Currently, selling of securities would not be a primary source of short term liquidity needs given the unrealized losses in the portfolio. At December 31, 2024, the Company had $280.8 million of available for sale securities, compared to $276.1 million at December 31, 2023. Securities with a carrying value of $152.4 million and $145.7 million at December 31, 2024 and December 31, 2023, respectively, were subject to agreements to repurchase, pledged to secure public deposits, or pledged for other purposes required or permitted by law.

At December 31, 2024, the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $686.2 million, of which $670.4 million is available for borrowing at December 31, 2024 due to an outstanding short-term FHLB advance of $15.6 million with an interest rate of 4.711% which matured and was repaid on January 2, 2025, as well as an outstanding letter of credit in amount of $160 thousand. This borrowing capacity with the FHLB includes a line of credit of $150.0 million. There were no long term FHLB advances outstanding as of December 31, 2024. There were $35.0 million short-term FHLB advances outstanding and no long-term FHLB advances outstanding as of December 31, 2023. All FHLB borrowings are secured by qualifying assets of 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, 2024 and December 31, 2023. Advances from this line are unsecured.

The Bank is also eligible to borrow under the Federal Reserve Bank’s discount window borrowing programs.

The Bank is a member of the Certificate of Deposit Account Registry Services (CDARS) program and the Insured Cash Sweep (ICS) program offered by Promontory Interfinancial Network, LLC. CDARS is a funding and liquidity management tool used by banks to access funds and manage their balance sheet. ICS provides liquidity similar to a money market or savings account. Both programs enable financial institutions to provide customers with full FDIC insurance on deposits over $250 thousand that are placed in the program. The Bank also has access to other brokered deposits as a source of liquidity.

The Company has a revolving line of credit facility with the ACBB of $7.5 million, of which none was outstanding at December 31, 2024 and December 31, 2023. Advances from this line are unsecured. Under the terms of this facility, availability under the revolving line of credit would be reduced to $5.0 million should the Company’s net tangible ratio drop below 5% and availability would be reduced to $2.0 million should the Company’s net tangible ratio drop below 2%. If the Company’s net tangible ratio drops below 0%, the commitment is cancelled.

Because of the composition of the Company’s balance sheet, its strong capital base, ability to attract new deposit relationships, access to brokered deposits, and borrowing capacity, the Company believes that it remains well positioned with respect to liquidity. The majority of the Company’s funds are invested in loans with a portion invested in investment securities that generally carry a lower yield. While it is desirable to be liquid, it has the effect of a lower interest margin. 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.


‎

45

Embassy Bancorp, Inc.

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 and commitments, 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, 2024 and December 31, 2023 totaled $180.5 million and $191.6 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 4, in Item 8 of this report. Management is of the opinion that the Company’s liquidity is sufficient to meet its anticipated needs.

Capital Resources and Adequacy

Total stockholders’ equity was $106.5 million as of December 31, 2024, representing a net increase of $825 thousand from December 31, 2023. The increase in capital was the result of net income of $10.4 million, an increase in common stock of $35 thousand, and an increase in surplus of $556 thousand due to stock grants with compensation expense and employee stock purchases, offset by an increase of $6.9 million in accumulated other comprehensive loss, dividends paid of $3.2 million, and treasury stock purchases of $72 thousand. The accumulated other comprehensive losses are excluded from both the Bank’s and the Company’s Tier 1 regulatory capital calculations.

The Company’s tangible book value per share, calculated as total stockholders’ equity divided by outstanding common stock shares, was $13.96 and $13.91 at December 31, 2024 and December 31, 2023, respectively.

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, 2024, 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.


‎

46

Embassy Bancorp, Inc.

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

December 31, 2024

December 31, 2023

(Dollars In Thousands)

Tier 1, common stockholders' equity

$

156,892 

$

149,299 

Tier 2, allowable portion of allowance for credit losses

12,258 

12,461 

Total capital

$

169,150 

$

161,760 

Common equity tier 1 capital ratio

13.9%

13.3%

Tier 1 risk based capital ratio

13.9%

13.3%

Total risk based capital ratio

14.9%

14.5%

Tier 1 leverage ratio

9.0%

8.9%

Note: Unrealized gains and losses 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.


‎

47

Embassy Bancorp, Inc.

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

December 31, 2024

December 31, 2023

(Dollars In Thousands)

Tier 1, common stockholders' equity

$

157,115 

$

149,355 

Tier 2, allowable portion of allowance for credit losses

12,258 

12,461 

Total capital

$

169,373 

$

161,816 

Common equity tier 1 capital ratio

13.9%

13.3%

Tier 1 risk based capital ratio

13.9%

13.3%

Total risk based capital ratio

15.0%

14.5%

Tier 1 leverage ratio

9.1%

8.9%

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

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. The Company also has an internal ALCO committee consisting of members of management that supplements the work of the Board ALCO Committee. 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.


‎

48

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 liability sensitive, which means that if interest rates fall, interest income will fall slower than interest expense and net interest income will likely increase. If interest rates rise, interest income will rise slower than interest expense and net interest income will likely decrease. 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

$

80,123 

$

-

$

-

$

-

$

-

$

80,123 

Investment securities

20,349 

30,860 

24,354 

24,081 

182,847 

282,491 

Loans receivable, gross

100,803 

145,573 

297,694 

231,720 

492,632 

1,268,422 

Total interest-earning assets

201,275 

176,433 

322,048 

255,801 

675,479 

1,631,036 

Interest-bearing liabilities

NOW and money market accounts

33,179 

73,882 

95,897 

36,895 

30,922 

270,775 

Savings

37,653 

94,766 

157,710 

77,537 

76,436 

444,102 

Certificates of deposit

209,181 

222,980 

52,741 

1,809 

-

486,711 

Other borrowed funds

15,625 

-

-

-

-

15,625 

Repurchase agreements

and federal funds purchased

4,895 

-

-

-

-

4,895 

Total interest-bearing liabilities

300,533 

391,628 

306,348 

116,241 

107,358 

1,222,108 

GAP

$

(99,258)

$

(215,195)

$

15,700 

$

139,560 

$

568,121 

$

408,928 

CUMULATIVE GAP

$

(99,258)

$

(314,453)

$

(298,753)

$

(159,193)

$

408,928 

GAP TO INTEREST EARNING

ASSETS

-6.09%

-13.19%

0.96%

8.56%

34.83%

CUMULATIVE GAP TO

INTEREST EARNING ASSETS

-6.09%

-19.28%

-18.32%

-9.76%

25.07%


‎

49

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, 2024. For income simulation purposes, personal and business savings accounts reprice every two months, personal and business NOW accounts reprice every two months, and personal and business money market accounts reprice every month. Management reviews all assumptions on a periodic basis and believe current assumptions support market conditions. 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

3.3%

Down 200 basis points

5.2%

Up 100 basis points

-3.8%

Up 200 basis points

-7.9%

Return on Assets and Equity

For the year ended December 31, 2024, the return on average assets was 0.62%, the return on average equity was 9.86%, and the ratio of average shareholders’ equity to average total assets was 6.33%.

For the year ended December 31, 2023, the return on average assets was 0.78%, the return on average equity was 13.58%, and the ratio of average shareholders’ equity to average total assets was 5.73%.

Dividend Payout Ratio

For the years ended December 31, 2024 and 2023, the dividend payout ratio was 30.64% and 24.03%, 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.


‎

50

Embassy Bancorp, Inc.

51

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, 2024, 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, 2024, 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, 2024, 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 17, 2025

Officer

March 17, 2025

52

Embassy Bancorp, Inc.

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, 2024 and 2023, 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, 2024 and 2023, 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.


‎

53

Embassy Bancorp, Inc.

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 Credit Losses – Loans – Qualitative Factors

Critical Audit Matter Description

As discussed in Notes 1 and 3 to the Company’s consolidated financial statements, the Company accounts for credit losses under ASC 326, Financial Instruments – Credit Losses. ASC 326 requires the measurement of expected credit losses over the estimated life of the existing portfolio of loans. As described in the notes, the allowance for credit losses is measured on a pool basis when similar risk characteristics exist. For the loans collectively evaluated on a pool basis, the allowance for credit losses is estimated via a quantitative analysis which considers relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts.

The qualitative factors used by the Company include factors such as changes in lending policies and procedures, national and local economic conditions, experience, ability and depth of lenders and staff, quality of the loan review system and Board oversight, the volume and severity of past due loans and non-accrual loans, portfolio concentrations, and the effect of external factors such as competition, and legal and regulatory requirements. 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 credit losses as a critical audit matter as auditing the underlying qualitative factors required significant auditor judgment as amounts determined by management involve a high degree of subjectivity.

How We Addressed the Matter in Our Audit

The primary procedures we performed to address this critical audit matter included, among others:

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

Testing the mathematical accuracy of the qualitative factor adjustments within the allowance calculation.

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 17, 2025

54

Embassy Bancorp, Inc.

Consolidated Balance Sheets

December 31,

December 31,

ASSETS

2024

2023

(In Thousands, Except Share Data)

Cash and due from banks

$

16,399

$

16,133

Interest bearing demand deposits with banks

79,123

61,790

Federal funds sold

1,000

1,000

Cash and Cash Equivalents

96,522

78,923

Securities available for sale

280,828

276,060

Restricted investment in bank stock

1,663

2,458

Loans receivable, net of allowance for credit losses of $12,166 in 2024; $12,461 in 2023

1,256,256

1,241,578

Premises and equipment, net of accumulated depreciation

3,322

3,734

Bank owned life insurance

36,652

26,310

Accrued interest receivable

3,604

3,298

Other assets

25,573

24,135

Total Assets

$

1,704,420

$

1,656,496

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:

Deposits:

Non-interest bearing

$

351,371

$

328,669

Interest bearing

1,201,588

1,147,564

Total Deposits

1,552,959

1,476,233

Securities sold under agreements to repurchase

4,895

15,237

Short-term borrowings

15,625

35,000

Accrued interest payable

7,812

7,844

Other liabilities

16,649

16,527

Total Liabilities

1,597,940

1,550,841

Stockholders' Equity:

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

2024 issued 7,792,654 shares; outstanding 7,626,292 shares;

2023 issued 7,758,247 shares; outstanding 7,596,236 shares

7,793

7,758

Surplus

28,802

28,246

Retained earnings

123,259

116,018

Accumulated other comprehensive loss

(50,635)

(43,700)

Treasury stock, at cost: 166,362 and 162,011 shares at December 31, 2024 and

December 31, 2023, respectively

(2,739)

(2,667)

Total Stockholders' Equity

106,480

105,655

Total Liabilities and Stockholders' Equity

$

1,704,420

$

1,656,496

See notes to consolidated financial statements.


‎

55

Embassy Bancorp, Inc.

Consolidated Statements of Income

Year Ended December 31,

2024

2023

INTEREST INCOME

(In Thousands, Except Per Share Data)

Loans, including fees

$

54,292

$

48,721

Securities, taxable

6,357

6,127

Securities, non-taxable

1,186

1,223

Short-term investments, including federal funds sold

3,136

1,086

Total Interest Income

64,971

57,157

INTEREST EXPENSE

Deposits

28,231

17,614

Securities sold under agreements to repurchase and

federal funds purchased

545

292

Short-term borrowings

11

212

Total Interest Expense

28,787

18,118

Net Interest Income

36,184

39,039

CREDIT FOR CREDIT LOSSES

(433)

(178)

Net Interest Income after
‎   Credit for Credit Losses

36,617

39,217

OTHER NON-INTEREST INCOME

Merchant and credit card processing fees

323

362

Debit card interchange fees

910

895

Other service fees

640

636

Bank owned life insurance

1,312

736

Total Other Non-Interest Income

3,185

2,629

OTHER NON-INTEREST EXPENSES

Salaries and employee benefits

14,246

13,772

Occupancy and equipment

4,138

3,894

Data processing

2,941

2,954

Advertising and promotion

928

986

Professional fees

1,098

1,073

FDIC insurance

793

760

Loan & real estate

244

215

Charitable contributions

934

931

Other

1,971

1,806

Total Other Non-Interest Expenses

27,293

26,391

Income before Income Taxes

12,509

15,455

INCOME TAX EXPENSE

2,069

2,799

Net Income

$

10,440

$

12,656

BASIC EARNINGS PER SHARE

$

1.37

$

1.67

DILUTED EARNINGS PER SHARE

$

1.37

$

1.67

DIVIDENDS PER SHARE

$

0.42

$

0.40

See notes to consolidated financial statements.
‎

56

Embassy Bancorp, Inc.

Consolidated Statements of Comprehensive Income

Year Ended December 31,

2024

2023

(In Thousands)

Net Income

$

10,440

$

12,656

Change in Accumulated Other Comprehensive Loss:

Unrealized holding (loss) gain

on securities available for sale

(8,779)

9,376

Less: reclassification adjustment

for realized gains

-

-

(8,779)

9,376

Income tax effect

1,844

(1,969)

Net unrealized (loss) gain

(6,935)

7,407

Other comprehensive (loss) income, net of tax

(6,935)

7,407

Comprehensive Income

$

3,505

$

20,063

See notes to consolidated financial statements.

57

Embassy Bancorp, Inc.

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2024 and 2023

Common Stock

Surplus

Retained Earnings

Accumulated Other Comprehensive Loss

Treasury Stock

Total

(In Thousands, Except Share and Per Share Data)

BALANCE - DECEMBER 31, 2022

$

7,740

$

27,627

$

106,551

$

(51,107)

$

(2,535)

$

88,276

Net income

-

-

12,656

-

-

12,656

Other comprehensive income, net of tax

-

-

-

7,407

-

7,407

Dividend declared and paid, $0.40 per share

-

-

(3,041)

-

-

(3,041)

Common stock grants to directors,

13,877 shares

14

243

-

-

-

257

Compensation expense recognized on stock
‎    grants, net of unearned compensation
‎expense of $332

-

311

-

-

-

311

Shares issued under employee stock purchase
‎   plan, 4,587 shares

4

65

-

-

-

69

Purchase treasury stock, 4,644 shares at

$14.00 per share and 4,573 shares at

$14.66 per share

-

-

-

-

(132)

(132)

Cumulative effect from change in accounting
‎   principle - CECL (see Note 1)

-

-

(148)

-

-

(148)

BALANCE - DECEMBER 31, 2023

$

7,758

$

28,246

$

116,018

$

(43,700)

$

(2,667)

$

105,655

BALANCE - DECEMBER 31, 2023

$

7,758

$

28,246

$

116,018

$

(43,700)

$

(2,667)

$

105,655

Net income

-

-

10,440

-

-

10,440

Other comprehensive loss, net of tax

-

-

-

(6,935)

-

(6,935)

Dividend declared and paid, $0.42 per share

-

-

(3,199)

-

-

(3,199)

Common stock grants to directors,

18,843 shares

19

248

-

-

-

267

Common stock grants to officers, 10,800 shares

-

and compensation expense recognized on

-

stock grants, net of unearned compensation

-

expense of $255

11

243

-

-

-

254

Shares issued under employee stock purchase
‎   plan, 4,766 shares

5

65

-

-

-

70

Purchase treasury stock, 4,351 shares at

$16.50 per share

-

-

-

-

(72)

(72)

BALANCE - DECEMBER 31, 2024

$

7,793

$

28,802

$

123,259

$

(50,635)

$

(2,739)

$

106,480

See notes to consolidated financial statements.


‎

58

Embassy Bancorp, Inc.

Consolidated Statements of Cash Flows

Year Ended December 31,

2024

2023

(In Thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

10,440 

$

12,656 

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

Credit for credit losses

(433)

(178)

Amortization of deferred loan costs

309 

234 

Depreciation

1,147 

915 

Net accretion of investment security premiums and discounts

(922)

(559)

Stock compensation expense

521 

568 

Income on bank owned life insurance

(1,312)

(736)

Deferred income taxes

(46)

(84)

Increase in accrued interest receivable

(306)

(372)

Decrease in other assets

1,587 

1,054 

(Decrease) increase in accrued interest payable

(32)

6,858 

Decrease in other liabilities

(1,009)

(858)

Net Cash Provided by Operating Activities

9,944 

19,498 

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of securities available for sale

(44,262)

(4,874)

Maturities, calls and principal repayments of securities available for sale

31,637 

55,741 

Net increase in loans

(14,554)

(45,372)

Net redemption (purchase) of restricted investment in bank stock

795 

(1,463)

Purchase of bank owned life insurance

(9,030)

-

Purchases of premises and equipment

(739)

(806)

Proceeds on bank owned life insurance

-

29 

Net Cash (Used in) Provided by Investing Activities

(36,153)

3,255 

CASH FLOWS FROM FINANCING ACTIVITIES

Net increase (decrease) in deposits

76,726 

(44,874)

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

(10,342)

1,853 

Proceeds from Employee Stock Purchase Plan

70 

69 

(Decrease) increase in short-term borrowed funds

(19,375)

35,000 

Purchase of treasury stock

(72)

(132)

Dividends paid

(3,199)

(3,041)

Net Cash Provided by (Used in) Financing Activities

43,808 

(11,125)

Net Increase in Cash and Cash Equivalents

17,599 

11,628 

CASH AND CASH EQUIVALENTS - BEGINNING

78,923 

67,295 

CASH AND CASH EQUIVALENTS - ENDING

$

96,522 

$

78,923 

SUPPLEMENTARY CASH FLOWS INFORMATION

Interest paid

$

28,819 

$

11,260 

Income taxes paid

$

1,991 

$

3,352 

Non-cash Investing and Financing Activities:

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

$

1,131 

$

911 

See notes to consolidated financial statements.


‎

59

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 the allowance for credit losses on loans.

Concentrations of Credit Risk

Most of the Company’s activities are with customers located in the Lehigh Valley area of Pennsylvania. Note 2 discusses the types of securities in which the Company invests. The concentrations of credit by type of loan are set forth in Note 3. 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 (loss). 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.
‎

60

Embassy Bancorp, Inc.

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, 2024. No impairment charge was taken related to the FHLB or ACBB restricted stock as of December 31, 2023.

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.

The loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the

following classes: commercial real estate, commercial construction and commercial term loans. 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 for 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 term 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.


‎

61

Embassy Bancorp, Inc.

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 Credit Losses

On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology.  The Company adopted ASU 2016-13 using a modified retrospective approach. At adoption, the Company increased its allowance for credit losses by $188 thousand, comprised of $113 thousand for loans receivable and $75 thousand for unfunded commitments. Upon adoption the Company recorded a cumulative effect adjustment that reduced stockholders’ equity by $148 thousand, net of tax.

The allowance for credit losses represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The measurement of expected credit losses is applicable to loans receivable and securities measured at amortized cost. It also applies to off-balance sheet credit exposures such as loan commitments and unused lines of credit. The allowance is established through a provision for credit losses that is charged against income. The methodology for determining the allowance for credit losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded allowance for credit losses. The allowance for credit losses is reported separately as a contra-asset on the Consolidated Balance Sheets. The expected credit loss for unfunded lending commitments and unfunded loan commitments, if required, is reported on the Consolidated Balance Sheets in other liabilities while the provision for credit losses related to unfunded commitments is reported on the Consolidated Statements of Income in credit for credit losses.

Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for credit 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 credit losses is adequate.

Allowance for Credit Losses on Loans Receivable

The allowance for credit losses on loans is deducted from the amortized cost basis of the loan to present the net amount expected to be collected. Expected losses are evaluated and calculated on a collective, or pooled, basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether loans within a pool continue to exhibit similar risk characteristics. If the risk characteristics of a loan change, such that they are no longer similar to other loans in the pool, the Company will evaluate the loan with a different pool of loans that share similar risk characteristics.  If the loan does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. The Company evaluates the pooling methodology at least annually. Loans are charged off against the allowance for credit losses when the Company believes the balances to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off or expected to be charged off.

The Company has chosen to segment its portfolio consistent with the manner in which it manages credit risk. Such segments include commercial real estate, commercial construction, commercial, residential real estate and consumer.

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Embassy Bancorp, Inc.

The Company estimates the allowance for credit losses on loans via a quantitative analysis which considers relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts. The Company utilizes the Open Pool method in determining expected future credit losses. This technique considers losses over the full life cycle of loan pools. The loss rate method measures the amount of loan charge–offs, net of recoveries (“credit losses”), recognized over the life of a pool by loan segment and vintage and compares those credit losses to the original loan balance of that pool as of a similar vintage. A vintage is a group of loans originated in the same annual time period. To estimate a CECL loss rate for the pool, management first identifies the credit losses recognized between the pool date and the reporting date for the pool and determines which credit losses were related to loans outstanding at the pool date. The loss rate method then divides the credit losses recognized on loans outstanding as of the pool date by the outstanding loan balance as of the pool date. The Company’s expected loss estimate is anchored in historical credit loss experience, with an emphasis on all available portfolio data.

The Company evaluates a variety of factors including third party economic forecasts, industry trends and other available published economic information in arriving at its forecasts. Also included in the allowance for credit losses on loans are qualitative reserves to cover losses that are expected but, in the Company’s assessment, may not be adequately represented in the quantitative analysis or the forecasts described above. Factors that the Company considers include changes in lending policies and procedures, national and local economic conditions, peer factors, experience, ability and depth of lenders and staff, quality of the loan review system and Board oversight, the volume and severity of past due loans and non-accrual loans, business conditions, portfolio concentrations, and the effect of external factors such as competition, legal and regulatory requirement, among others. Furthermore, the Company considers the inherent uncertainty in quantitative models that are built upon historical data.

Individually Evaluated Loans

On a case-by-case basis, the Company may conclude that a loan should be evaluated on an individual basis based on its disparate risk characteristics. When the Company determines that a loan no longer shares similar risk characteristics with other loans in the portfolio, the allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. Collateral dependent loans are those for which the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. If the fair value of the collateral is less than the amortized cost basis of the loan, the Company will charge off the difference between the fair value of the collateral, less costs to sell at the reporting date and the amortized cost basis of the loan.

Allowance for Credit Losses on Off-Balance Sheet Commitments

The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance calculation, other than those that are unconditionally cancelable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. To determine the expected funding rate, the Company uses a historical utilization rate for each segment, along with a 1% reserve on unused construction lines. As noted above, the allowance for credit losses on unfunded loan commitments, if required, is included in other liabilities on the Consolidated Balance Sheets and the related credit expense is recorded on the Consolidated Statements of Income in credit for credit losses. At December 31, 2024 and 2023, the allowance for credit losses on off-balance sheet commitments was $92 thousand and $0, respectively.

Allowance for Credit Losses on Available for Sale Securities

For available for sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more than likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available for sale (“AFS”) that do not meet the above criteria, the

63

Embassy Bancorp, Inc.

Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating by a rating agency, and adverse conditions related to the security, among other factors.  If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax. The Company did not record an allowance for AFS securities on December 31, 2024 or December 31, 2023 as the investment portfolio consists primarily of mortgage-backed securities issued by FHLMC or FNMA, taxable and non-taxable municipal bonds, government agency bonds and Treasury bonds in which credit risk is deemed minimal. The securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major agencies and have a long history of no credit losses. The impact going forward will depend on the composition, characteristics, and credit quality of the loan and securities portfolios, as well as the economic conditions at future reporting periods. See Note 2 – Securities Available For Sale.

Changes in the allowance for credit losses are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the collectability of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued Interest Receivable

The Company made an accounting policy election to exclude accrued interest receivable from the amortized cost basis of loans and available for sale securities. Accrued interest receivable on loans is reported as a component of accrued interest receivable on the Consolidated Balance Sheets, totaled $2.5 million and $2.3 million at December 31, 2024 and December 31, 2023, respectively, and is excluded from the estimate of credit losses. Accrued interest receivable on available for sale securities, also a component of accrued interest receivable on the Consolidated Balance Sheets, totaled $1.1 million and $968 thousand at December 31, 2024 and December 31, 2023, respectively, and is excluded from the estimate of credit losses.

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 credit 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, 2024 and 2023.

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.


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64

Embassy Bancorp, Inc.

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.


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Embassy Bancorp, Inc.

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,

2024

2023

(Dollars In Thousands, Except Per Share Data)

Net income

$

10,440

$

12,656

Weighted average shares outstanding

7,614,258

7,599,729

Dilutive effect of potential common

shares, stock options

-

-

Diluted weighted average common

shares outstanding

7,614,258

7,599,729

Basic earnings per share

$

1.37

$

1.67

Diluted earnings per share

$

1.37

$

1.67

There were no stock options not considered in computing diluted earnings per common share for the years ended December 31, 2024 and December 31, 2023.

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, 2024 and 2023 were $318 thousand and $316 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 sheets, 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

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Embassy Bancorp, Inc.

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 statements 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.

Recent Accounting Pronouncements

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require public entities with reportable segments to provide additional and more detailed disclosures. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption permitted. The adoption of ASU 2023-07 did not have an impact on its consolidated financial statements.

Recently Issued but Not Yet Effective Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.  ASU No. 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024.  The ASU may be adopted on a prospective or retrospective basis and early adoption is permitted. The Company is currently evaluating the impact the new guidance will have on disclosures related to income taxes.

In December of 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure of certain costs and expenses in the notes to the consolidated financial statements. The amendments in this ASU will become effective for fiscal years beginning after December 15, 2026, and will be effective for interim periods with fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of the standard to our consolidated financial statement disclosures.
‎

67

Embassy Bancorp, Inc.

Operating Segments

The Company operates as a single reportable segment under ASC 280, as the Chief Operating Decision Maker (CODM) reviews financial performance and allocates resources based on the consolidated results of the Company as a whole. The Company, through its bank subsidiary, provides banking services to individuals, businesses and government customers in the Lehigh Valley area of Pennsylvania. These services include 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. The Company’s primary measures of profitability and CODM key measures of overall financial performance is net interest income, which represents interest earned on loans and investment securities, net of interest expense on deposits and borrowings, levels of non-interest income and non-interest expenses and net income as reported in the consolidated statements of income. The measure of segment assets is reported on the consolidated balance sheets as total assets. Accounting policies for segments are the same as described in this Note. The Company’s CODM is the President and Chief Executive Officer.

Subsequent Events

The Company has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 2024 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. Subsequent to year end, in January 2025 the Company purchased nine (9) Treasury bonds and one (1) government agency bond totaling $33.7 million, in February 2025 the Company purchased six (6) Treasury bonds and two (2) government agency bonds totaling $17.9 million, and in March 2025 the Company purchased two (2) Treasury bonds and (2) government agency bonds totaling $14.8 million. Also subsequent to year end, in January 2025 the Company paid off the FHLB short-term borrowings of $15.6 million, as described in Note 8.

Reclassification

Certain amounts in the 2023 consolidated financial statements may have been reclassified to conform to 2024 presentation. These reclassifications had no effect on 2023 net income.


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68

Embassy Bancorp, Inc.

Note 2 – Securities Available For Sale

The amortized cost and approximate fair values of securities available-for-sale were as follows at December 31, 2024 and 2023, respectively:

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

(In Thousands)

December 31, 2024:

U.S. Treasury securities

$

34,777

$

10

$

(47)

$

34,740

U.S. Government agency obligations

12,499

3

(56)

12,446

Municipal bonds

72,669

13

(14,682)

58,000

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

508

-

(72)

436

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

224,470

-

(49,264)

175,206

Total

$

344,923

$

26

$

(64,121)

$

280,828

December 31, 2023:

U.S. Treasury securities

$

14,867

$

-

$

(277)

$

14,590

U.S. Government agency obligations

2,463

-

(124)

2,339

Municipal bonds

73,128

73

(12,405)

60,796

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

509

-

(67)

442

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

240,409

2

(42,518)

197,893

Total

$

331,376

$

75

$

(55,391)

$

276,060


‎

69

Embassy Bancorp, Inc.

The amortized cost and fair value of securities as of December 31, 2024, 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

$

47,276

$

47,186

Due after one year through five years

2,350

2,230

Due after five years through ten years

6,873

6,422

Due after ten years

63,446

49,348

119,945

105,186

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

508

436

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

224,470

175,206

$

344,923

$

280,828

There were no sales of securities for the years ended December 31, 2024 and December 31, 2023.

Securities with a carrying value of $152.4 million and $145.7 million at December 31, 2024 and December 31, 2023, respectively, were subject to agreements to repurchase, pledged to secure public deposits, or pledged for other purposes required or permitted by law.


‎

70

Embassy Bancorp, Inc.

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, 2024 and December 31, 2023, respectively:

Less Than 12 Months

12 Months or More

Total

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

December 31, 2024:

(In Thousands)

U.S. Treasury securities

$

-

$

-

$

9,946

$

(47)

$

9,946

$

(47)

U.S. Government agency obligations

5,009

(8)

2,437

(48)

7,446

(56)

Municipal bonds

13,433

(1,248)

43,888

(13,434)

57,321

(14,682)

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

-

-

436

(72)

436

(72)

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

18

-

175,149

(49,264)

175,167

(49,264)

Total Temporarily Impaired Securities

$

18,460

$

(1,256)

$

231,856

$

(62,865)

$

250,316

$

(64,121)

December 31, 2023:

U.S. Treasury securities

$

-

$

-

$

14,590

$

(277)

$

14,590

$

(277)

U.S. Government agency obligations

-

-

2,339

(124)

2,339

(124)

Municipal bonds

5,561

(201)

52,267

(12,204)

57,828

(12,405)

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

-

-

442

(67)

442

(67)

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

-

-

197,796

(42,518)

197,796

(42,518)

Total Temporarily Impaired Securities

$

5,561

$

(201)

$

267,434

$

(55,190)

$

272,995

$

(55,391)

The Company had one hundred ninety seven (197) securities in an unrealized loss position at December 31, 2024 and one hundred eighty nine (189) securities in an unrealized loss position at December 31, 2023. The Company reviews its investment portfolio on a quarterly basis for indications of impairment due to credit-related factors or noncredit-related factors and the Company does not intend to sell the securities and has the intent and ability to hold them for a period of time sufficient for recovery of their amortized cost basis. This review includes analyzing the extent to which the fair value has been lower than the cost, the market liquidity for the investment, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. Management believes that the unrealized loss only represents temporary impairment of the securities, which are predominantly backed by credit of government agencies, and are a result of the increased market interest rates since the time of purchase, and not the credit quality of the issuer. As such, no allowance for credit losses was required on securities available for sale in an unrealized loss position at December 31, 2024 and December 31, 2023.


‎

71

Embassy Bancorp, Inc.

Note 3 – Loans Receivable and Credit Quality

The following table presents the composition of loans receivable at December 31, 2024 and December 31, 2023, respectively:

December 31,

2024

2023

(In Thousands)

Commercial real estate

$

536,594

$

539,034

Commercial construction

22,556

16,840

Commercial

39,384

33,951

Residential real estate

668,725

663,127

Consumer

475

565

Total Loans

1,267,734

1,253,517

Unearned net loan origination costs

688

522

Allowance for credit losses

(12,166)

(12,461)

Net Loans

$

1,256,256

$

1,241,578

The following tables detail the activity in the allowance for credit losses at December 31, 2024 and December 31, 2023, respectively:

Commercial Real Estate

Commercial Construction

Commercial

Residential Real Estate

Consumer

Unallocated

Total

Allowance for credit losses

(In Thousands)

Year Ending December 31, 2024

Beginning Balance - December 31, 2023

$

6,108 

$

195 

$

920 

$

5,224 

$

14 

$

-

$

12,461 

Charge-offs

-

-

-

-

(11)

-

(11)

Recoveries

240 

-

-

-

1 

-

241 

Provisions (credits) on loans

(451)

62 

(384)

222 

26 

-

(525)

Ending Balance - December 31, 2024

$

5,897 

$

257 

$

536 

$

5,446 

$

30 

$

-

$

12,166 

Year Ending December 31, 2023

Beginning Balance - December 31, 2022

$

5,113 

$

200 

$

1,289 

$

4,960 

$

13 

$

874 

$

12,449 

January 1, 2023 adoption of ASU 2016-13

492 

77 

(172)

522 

19 

(750)

188 

Charge-offs

-

-

-

-

-

-

-

Recoveries

-

-

-

2 

-

-

2 

Provisions (credits) on loans

503 

(82)

(197)

(260)

(18)

(124)

(178)

Ending Balance - December 31, 2023

$

6,108 

$

195 

$

920 

$

5,224 

$

14 

$

-

$

12,461 


‎

72

Embassy Bancorp, Inc.

The following tables represent the allocation for credit losses and the related loan portfolio disaggregated based on impairment methodology at December 31, 2024 and December 31, 2023:

Commercial Real Estate

Commercial Construction

Commercial

Residential Real Estate

Consumer

Total

(In Thousands)

December 31, 2024

Allowance for Credit Losses

Ending Balance

$

5,897

$

257

$

536

$

5,446

$

30

$

12,166

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

-

$

19

$

-

$

81

$

-

$

100

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

34

$

-

$

-

$

34

Ending balance: collectively evaluated for impairment

$

5,897

$

238

$

502

$

5,365

$

30

$

12,032

Loans receivables:

Ending balance

$

536,594

$

22,556

$

39,384

$

668,725

$

475

$

1,267,734

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

1,335

$

293

$

-

$

1,378

$

-

$

3,006

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

34

$

-

$

-

$

34

Ending balance: collectively evaluated for impairment

$

535,259

$

22,263

$

39,350

$

667,347

$

475

$

1,264,694

December 31, 2023

Allowance for Credit Losses

Ending Balance

$

6,108

$

195

$

920

$

5,224

$

14

$

12,461

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

-

$

22

$

-

$

152

$

-

$

174

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

21

$

-

$

-

$

21

Ending balance: collectively evaluated for impairment

$

6,108

$

173

$

899

$

5,072

$

14

$

12,266

Loans receivables:

Ending balance

$

539,034

$

16,840

$

33,951

$

663,127

$

565

$

1,253,517

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

1,303

$

296

$

-

$

1,718

$

-

$

3,317

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

21

$

-

$

-

$

21

Ending balance: collectively evaluated for impairment

$

537,731

$

16,544

$

33,930

$

661,409

$

565

$

1,250,179


‎

73

Embassy Bancorp, Inc.

The following table presents the carrying value and related allowance for credit losses of individually analyzed loans at December 31, 2024 and December 31, 2023, respectively:

December 31, 2024

December 31, 2023

Recorded Investment

Unpaid Principal Balance

Related Allowance for Credit Losses

Recorded Investment

Unpaid Principal Balance

Related Allowance for Credit Losses

(In Thousands)

With no related allowance recorded:

Commercial real estate (1)

$

1,335

$

1,335

$

1,303

$

1,543

Commercial construction (1)

55

55

55

55

Commercial (2)

-

-

-

-

Residential real estate (1)

959

963

1,202

1,206

Consumer

-

-

-

-

With an allowance recorded:

Commercial real estate

$

-

$

-

$

-

$

-

$

-

$

-

Commercial construction (1)

238

238

19

241

241

22

Commercial (2)

34

34

34

21

21

21

Residential real estate (1)

419

419

81

516

516

152

Consumer

-

-

-

-

-

-

Total:

Commercial real estate

$

1,335

$

1,335

$

-

$

1,303

$

1,543

$

-

Commercial construction

293

293

19

296

296

22

Commercial

34

34

34

21

21

21

Residential real estate

1,378

1,382

81

1,718

1,722

152

Consumer

-

-

-

-

-

-

$

3,040

$

3,044

$

134

$

3,338

$

3,582

$

195

1.All loans are real estate collateral dependent.

2.All loans are non-collateral dependent loans. 


‎

74

Embassy Bancorp, Inc.

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention (potential weakness), substandard (well defined weakness) and doubtful (full collection unlikely) within the Company's internal risk rating system as of December 31, 2024 by year of origination:

2024

2023

2022

2021

2020

Prior

Revolving

Total

(In Thousands)

Commercial

real estate

Pass

$

52,579

$

59,016

$

145,905

$

48,420

$

57,430

$

164,989

$

6,920

$

535,259

Special Mention

-

-

-

136

-

-

-

136

Substandard

-

-

-

-

-

1,199

-

1,199

Total

52,579

59,016

145,905

48,556

57,430

166,188

6,920

536,594

Commercial

construction

Pass

4,438

5,092

7,544

5,161

-

28

-

22,263

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

238

55

293

Total

4,438

5,092

7,544

5,161

-

266

55

22,556

Commercial

Pass

7,407

1,501

3,290

606

2,534

11,507

9,309

36,154

Special Mention

182

-

372

354

118

19

2,185

3,230

Substandard

-

-

-

-

-

-

-

-

Total

7,589

1,501

3,662

960

2,652

11,526

11,494

39,384

Residential

real estate

Pass

77,507

64,392

87,315

143,578

128,226

144,049

22,419

667,486

Special Mention

-

-

-

-

-

419

-

419

Substandard

-

-

42

196

-

582

-

820

Total

77,507

64,392

87,357

143,774

128,226

145,050

22,419

668,725

Consumer

Pass

106

64

72

9

-

1

223

475

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

-

-

-

Total

106

64

72

9

-

1

223

475

Total

Loans Receivable

$

142,219

$

130,065

$

244,540

$

198,460

$

188,308

$

323,031

$

41,111

$

1,267,734

The Company had gross charge-offs of $11 thousand during the year ended December 31, 2024. One (1) charge-off of $5 thousand was a consumer loan originated in 2021 and one (1) charge-off of $6 thousand was a consumer loan originated in 2023.


‎

75

Embassy Bancorp, Inc.

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention (potential weakness), substandard (well defined weakness) and doubtful (full collection unlikely) within the Company's internal risk rating system as of December 31, 2023 by year of origination:

2023

2022

2021

2020

2019

Prior

Revolving

Total

(In Thousands)

Commercial

real estate

Pass

$

62,467

$

160,257

$

58,094

$

64,146

$

26,835

$

157,888

$

8,094

$

537,781

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

1,253

-

1,253

Total

62,467

160,257

58,094

64,146

26,835

159,141

8,094

539,034

Commercial

construction

Pass

2,071

8,591

5,412

-

440

30

-

16,544

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

241

55

296

Total

2,071

8,591

5,412

-

440

271

55

16,840

Commercial

Pass

2,236

4,851

2,260

3,312

5,388

9,311

6,572

33,930

Special Mention

-

-

-

-

21

-

-

21

Substandard

-

-

-

-

-

-

-

-

Total

2,236

4,851

2,260

3,312

5,409

9,311

6,572

33,951

Residential

real estate

Pass

75,372

96,032

158,135

142,318

46,035

122,252

21,423

661,567

Special Mention

-

-

-

-

-

443

-

443

Substandard

-

-

-

-

173

944

-

1,117

Total

75,372

96,032

158,135

142,318

46,208

123,639

21,423

663,127

Consumer

Pass

130

118

22

1

13 

11

270

565

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

-

-

-

Total

130

118

22

1

13

11

270

565

Total

Loans Receivable

$

142,276

$

269,849

$

223,923

$

209,777

$

78,905

$

292,373

$

36,414

$

1,253,517

The Company had no loans that were charged off during the year ended December 31, 2023 and therefore no gross charge-off information is presented in the above table.


‎

76

Embassy Bancorp, Inc.

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

December 31, 2024

December 31, 2023

(In Thousands)

Commercial real estate

$

136

$

-

Commercial construction

-

-

Commercial

15

-

Residential real estate

344

366

Consumer

-

-

Total

$

495

$

366

As of December 31, 2024 there were five (5) loans in non-accrual status in the amount of $495 thousand, of which one (1) loan of $15 thousand is non-collateral dependent and required a related allowance of $15 thousand. The remaining collateral dependent nonaccrual loans did not have a required related allowance. There was interest income of $14 thousand recognized for the year ended December 31, 2024, respectively, on these non-accrual loans. As of December 31, 2023, there were three (3) loans in non-accrual status in the amount of $366 thousand. There was a required related allowance of $66 thousand for these collateral dependent non-accrual loans. There was interest income recognized of $7 thousand for the year ended December 31, 2023.

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 summarized by the past due status as of December 31, 2024 and 2023, respectively:

Greater

Loan

than

Receivables >

30-59 Days

60-89 Days

90 Days

Total

Total Loan

90 Days and

Past Due

Past Due

Past Due

Past Due

Current

Receivables

Accruing

December 31, 2024

(In Thousands)

Commercial real estate

$

-

$

-

$

136

$

136

$

536,458

$

536,594

$

-

Commercial construction

-

-

-

-

22,556

22,556

-

Commercial

-

-

15

15

39,369

39,384

-

Residential real estate

752

-

215

967

667,758

668,725

-

Consumer

-

-

-

-

475

475

-

Total

$

752

$

-

$

366

$

1,118

$

1,266,616

$

1,267,734

$

-

December 31, 2023

Commercial real estate

$

630

$

-

$

-

$

630

$

538,404

$

539,034

$

-

Commercial construction

-

-

-

-

16,840

16,840

-

Commercial

-

-

-

-

33,951

33,951

-

Residential real estate

344

-

193

537

662,590

663,127

-

Consumer

-

-

-

-

565

565

-

Total

$

974

$

-

$

193

$

1,167

$

1,252,350

$

1,253,517

$

-

At December 31, 2024, the Company had no foreclosed assets and had two (2) recorded investments in mortgage loans collateralized by residential real estate property in the process of foreclosure in the amount of $216 thousand. At December 31, 2023, the Company had no foreclosed assets and had one (1) recorded investment in a mortgage loan collateralized by residential real estate property in the process of foreclosure in the amount of $121 thousand.

Based on the guidance in ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, a loan modification or refinancing results in a new loan if the terms of the new loan are at least as favorable to the lender as the terms with customers with similar collection risks that are not

77

Embassy Bancorp, Inc.

refinancing or restricting their loans and the modification to the terms of the loan are more than minor. If a loan modification or refinancing does not result in a new loan, it is classified as a loan modification.

There are additional disclosures for modification of loans with borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows. The disclosures are applicable to situations where there is principal forgiveness, interest rate reductions, other than insignificant payment delays, term extensions, or a combination of any of these items. If the Company modifies any loans to borrowers in financial distress that involves principal forgiveness, the amount of principal that is forgiven is charged off against the allowance for credit losses.

The following table presents new loan modifications for credit concerns during the years ended December 31, 2024 and December 31, 2023, respectively:

Number of Loans

Pre-Modification Outstanding Balance

Post- Modification Outstanding Balance

(Dollars In Thousands)

Year Ending December 31, 2024

Residential real estate

1

$

79

$

79

1

$

79

$

79

Year Ending December 31, 2023

Residential real estate

1

$

62

$

62

1

$

62

$

62

The loan modification listed above for the year ending December 31, 2024, was to a borrower experiencing financial distress and had no reserve recorded in the allowance for credit losses at December 31, 2024. The loan also was not past due at December 31, 2024. The modified home equity loan had an extended maturity date compared to the original loan, which represents less than 0.01% of the total residential real estate loans outstanding at December 31, 2024. The loan modification listed above for the year ending December 31, 2023, was to a borrower experiencing financial distress and the modification included terming out a home equity line of credit. The home equity line of credit had a rate of 9.00%. The term out home equity line has a rate of 6.49% and a maturity date of December 2038. The loan also was not past due at December 31, 2024 and December 31, 2023. There is no commitment to lend additional amounts on these modified loans. The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. There were $136 thousand and $62 thousand of modifications to borrowers experiencing financial difficulties that were outstanding at December 31, 2024 and December 31, 2023, respectively.

Note 4 - 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.


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Embassy Bancorp, Inc.

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

December 31,

2024

2023

(In Thousands)

Commitments to grant loans, fixed

$

747 

$

13,825 

Commitments to grant loans, variable

3,775 

2,650 

Unfunded commitments under lines of credit, fixed

23,488 

20,850 

Unfunded commitments under lines of credit, variable

145,880 

145,351 

Standby letters of credit

6,628 

8,956 

Total

$

180,518 

$

191,632 

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.

At December 31, 2024 there was an allowance for credit losses of $92 thousand required for off balance sheet arrangements, as compared to no allowance for credit losses required for off-balance sheet arrangements at December 31, 2023.

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, 2024 and 2023 was $6.6 million and $9.0 million, respectively, and the approximate value of underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $4.9 million and $7.7 million, respectively. The current amount of the liability as of December 31, 2024 and 2023 for guarantees under standby letters of credit issued is not considered material.


‎

79

Embassy Bancorp, Inc.

Note 5 - Bank Premises and Equipment

The components of premises and equipment are as follows:

December 31,

2024

2023

(In Thousands)

Furniture, fixtures and equipment

$

3,968 

$

4,536 

Leasehold improvements

4,266 

4,329 

Buildings

1,169 

1,169 

Computer equipment and data processing software

1,388 

2,157 

Automobiles

228 

170 

11,019 

12,361 

Accumulated depreciation

(7,697)

(8,627)

$

3,322 

$

3,734 

Note 6 – Deposits

The components of deposits:

December 31,

2024

2023

(In Thousands)

Demand, non-interest bearing

$

351,371 

$

328,669 

Demand, NOW and money market, interest bearing

270,775 

252,400 

Savings

444,102 

493,129 

Time, $250 and over

167,615 

138,765 

Time, other

319,096 

263,270 

Total deposits

$

1,552,959 

$

1,476,233 

At December 31, 2024, the scheduled maturities of time deposits are as follows (in thousands):

2025

$

433,668 

2026

47,966 

2027

3,353 

2028

1,581 

2029

143 

$

486,711 


‎

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Embassy Bancorp, Inc.

Note 7 - 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:

2024

2023

(Dollars In Thousands)

Balance outstanding at December 31

$

4,895 

$

15,237 

Weighted average interest rate at the end of the year

2.727

%

2.659

%

Average daily balance during the year

$

17,360 

$

12,711 

Weighted average interest rate during the year

3.137

%

2.299

%

Maximum month-end balance during the year

$

21,563 

$

15,237 

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 offset 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.


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Embassy Bancorp, Inc.

The following table presents the liabilities subject to an enforceable master netting arrangement or repurchase agreements as of December 31, 2024 and December 31, 2023:

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, 2024

Repurchase Agreements:

Corporate Institutions

$

4,895

$

-

$

4,895

$

(4,895)

$

-

$

-

December 31, 2023

Repurchase Agreements:

Corporate Institutions

$

15,237

$

-

$

15,237

$

(15,237)

$

-

$

-

As of December 31, 2024 and December 31, 2023, the fair value of securities pledged was $38.1 million and $31.7 million, respectively.

Note 8 – 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, 2024, the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $686.2 million, of which $670.4 million is available for borrowing at December 31, 2024 due to an outstanding short-term FHLB advance of $15.6 million with an interest rate of 4.711% which matured and was repaid on January 2, 2025, as well as an outstanding letter of credit in amount of $160 thousand. This borrowing capacity with the FHLB includes a line of credit of $150.0 million. There were no long term FHLB advances outstanding as of December 31, 2024. There were $35.0 million short-term FHLB advances outstanding and no long-term FHLB advances outstanding as of December 31, 2023. All FHLB borrowings are secured by qualifying assets of 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, 2024 and December 31, 2023. Advances from this line are unsecured.

The Bank is also eligible to borrow under the Federal Reserve Bank’s discount window borrowing programs.

The Company has a revolving line of credit facility with the ACBB of $7.5 million, of which none was outstanding at December 31, 2024 and December 31, 2023. Advances from this line are unsecured. Under the terms of this facility, availability under the revolving line of credit would be reduced to $5.0 million should the Company’s net tangible ratio drop below 5% and availability would be reduced to $2.0 million should the Company’s net tangible ratio drop below 2%. If the Company’s net tangible ratio drops below 0%, the commitment is canceled.

Note 9 - Employment Agreements and Supplemental Executive Retirement Plans

The Company has entered into employment agreements with its Chief Executive Officer and Chief Financial 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, 2024 and 2023, other liabilities include $8.1 million and $7.8 million, respectively, accrued under these plans. For the years

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Embassy Bancorp, Inc.

ended December 31, 2024 and 2023, $470 thousand and $575 thousand, respectively, were expensed under these plans.

Note 10 - 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, 2024, there were 364,355 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, 2024, there have been 275,758 awards granted. During the years ended December 31, 2024 and 2023 there were 29,643 and 13,877 awards granted, respectively. During the years ended December 31, 2024 and 2023 the Company recognized $521 thousand and $568 thousand, respectively, in compensation expense for the restricted stock awards.


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83

Embassy Bancorp, Inc.

Information regarding the Company’s restricted stock grants activity for the years ended December 31, 2024 and 2023 are as follows:

Restricted Stock Awards

Weighted Average Grant Date Fair Value

Non-Vested at December 31, 2022

54,351 

$

14.38 

Granted

13,877 

18.50 

Vested

(46,793)

15.48 

Forfeited

-

-

Non-Vested at December 31, 2023

21,435 

$

15.26 

Granted

29,643 

15.01 

Vested

(37,632)

14.99 

Forfeited

-

-

Non-Vested at December 31, 2024

13,446 

$

16.99 

Historically, 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 were no stock options granted and no outstanding options as of December 31, 2024 and December 31, 2023.

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 31,258 shares have been issued as of December 31, 2024. The Company recognized discount expense in relation to the employee stock purchase plan of $4 thousand and $3 thousand during the years ending December 31, 2024 and 2023 respectively.


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84

Embassy Bancorp, Inc.

Note 11 – Other Comprehensive (Loss) 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 sheets, such items, along with net income, are components of comprehensive income. Management believes that the unrealized losses on securities available for sale are primarily a result of the increasing market interest rates since the time of purchase and the overall current market conditions.

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

Year Ended December 31,

2024

2023

(In Thousands)

Before

Tax

Net of

Before

Tax

Net of

Tax

Effect

Tax

Tax

Effect

Tax

Change in accumulated other comprehensive loss:

Unrealized holding (losses) gains on securities
‎   available for sale

$

(8,779)

$

1,844

$

(6,935)

$

9,376

$

(1,969)

$

7,407

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

-

-

-

-

-

-

Total other comprehensive (loss) income

$

(8,779)

$

1,844

$

(6,935)

$

9,376

$

(1,969)

$

7,407

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

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

There were no realized gains on securities available for sale for the years ended December 31, 2024 and 2023.

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

Securities

Available

for Sale

(In Thousands)

Year Ended December 31, 2024 and 2023

Balance January 1, 2024

$

(43,700)

Other comprehensive loss before reclassifications

(6,935)

Amounts reclassified from accumulated other
‎   comprehensive income

-

Net other comprehensive loss during the period

(6,935)

Balance December 31, 2024

$

(50,635)

Balance January 1, 2023

$

(51,107)

Other comprehensive income before reclassifications

7,407

Amounts reclassified from accumulated other
‎   comprehensive income

-

Net other comprehensive income during the period

7,407

Balance December 31, 2023

$

(43,700)

Note 12 - Regulatory Matters

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%

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Embassy Bancorp, Inc.

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, 2024, 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, 2024, 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, 2024 and 2023 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, 2024:

Total capital (to risk-weighted assets)

$

169,150

14.9

%

$

≥

90,621

≥

8.0

%

$

≥

113,276

≥

10.0

%

Tier 1 common capital (to risk-weighted assets)

156,892

13.9

≥

50,974

≥

4.5

≥

73,629

≥

6.5

Tier 1 capital (to risk-weighted assets)

156,892

13.9

≥

67,965

≥

6.0

≥

90,621

≥

8.0

Tier 1 capital (to average assets)

156,892

9.0

≥

69,423

≥

4.0

≥

86,778

≥

5.0

December 31, 2023:

Total capital (to risk-weighted assets)

$

161,760

14.5

%

$

≥

89,523

≥

8.0

%

$

≥

111,904

≥

10.0

%

Tier 1 common capital (to risk-weighted assets)

149,299

13.3

≥

50,357

≥

4.5

≥

72,738

≥

6.5

Tier 1 capital (to risk-weighted assets)

149,299

13.3

≥

67,142

≥

6.0

≥

89,523

≥

8.0

Tier 1 capital (to average assets)

149,299

8.9

≥

66,787

≥

4.0

≥

83,483

≥

5.0


‎

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Embassy Bancorp, Inc.

The Company’s actual capital amounts and ratios at December 31, 2024 and 2023 are presented below:

Actual

For Capital Adequacy
‎Purposes

Amount

Ratio

Amount

Ratio

(Dollar Amounts in Thousands)

December 31, 2024:

Total capital (to risk-weighted assets)

$

169,373

15.0

%

$

≥

90,602

≥

8.0

%

Tier 1 common capital (to risk-weighted assets)

157,115

13.9

≥

50,963

≥

4.5

Tier 1 capital (to risk-weighted assets)

157,115

13.9

≥

67,951

≥

6.0

Tier 1 capital (to average assets)

157,115

9.1

≥

69,425

≥

4.0

December 31, 2023:

Total capital (to risk-weighted assets)

$

161,816

14.5

%

$

≥

89,512

≥

8.0

%

Tier 1 common capital (to risk-weighted assets)

149,355

13.3

≥

50,350

≥

4.5

Tier 1 capital (to risk-weighted assets)

149,355

13.3

≥

67,134

≥

6.0

Tier 1 capital (to average assets)

149,355

8.9

≥

66,789

≥

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.

Note 13 - 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.

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Embassy Bancorp, Inc.

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, 2024 and 2023 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. Treasury securities

$

-

$

34,740

$

-

$

34,740

U.S. Government agency obligations

-

12,446

-

12,446

Municipal bonds

-

58,000

-

58,000

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - commercial

-

436

-

436

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - residential

-

175,206

-

175,206

December 31, 2024 Securities available for sale

$

-

$

280,828

$

-

$

280,828

U.S. Treasury securities

$

-

$

14,590

$

-

$

14,590

U.S. Government agency obligations

-

2,339

-

2,339

Municipal bonds

-

60,796

-

60,796

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - commercial

-

442

-

442

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - residential

-

197,893

-

197,893

December 31, 2023 Securities available for sale

$

-

$

276,060

$

-

$

276,060

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.


‎

88

Embassy Bancorp, Inc.

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, 2024 and 2023 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, 2024 Loans individually evaluated for credit losses

$

-

$

-

$

557

$

557

December 31, 2023 Loans individually evaluated for credit losses

$

-

$

-

$

583

$

583

Loans individually evaluated for credit losses are those that are accounted for under existing Financial Accounting Standards Board (“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.

At December 31, 2024, of the loans individually evaluated for credit losses having an aggregate balance of $3.0 million, $2.3 million did not require a valuation allowance because the value of the collateral, including estimated selling costs, securing the loan was determined to meet or exceed the balance owed on the loan. Of the remaining $691 thousand in loans individually evaluated for credit losses, an aggregate valuation allowance of $134 thousand was required to reflect what was determined to be a shortfall in the value of the collateral as compared to the balance on such loans.

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 December 31, 2024 and December 31, 2023, the Company had no real estate properties acquired through, or in lieu of, foreclosure.


‎

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Embassy Bancorp, Inc.

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, 2024:

Loans individually evaluated for credit losses

$

557

Appraisal of real estate collateral

Appraisal adjustments (1)

0% to -25% (-25.0%)

and pending agreement of sale

Liquidation expenses (2)

0% to -7.5% (-7.5%)

December 31, 2023:

Loans individually evaluated for credit losses

$

583

Appraisal of real estate collateral

Appraisal adjustments (1)

0% to -25% (-24.8%)

and pending agreement of sale

Liquidation expenses (2)

0% to -10.0% (-7.5%)

(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.


‎

90

Embassy Bancorp, Inc.

The estimated fair values of the Company’s financial instruments were as follows at December 31, 2024 and 2023:

(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, 2024:

Financial assets:

Cash and cash equivalents

$

96,522

$

96,522

$

96,522

$

-

$

-

Securities available-for-sale

280,828

280,828

-

280,828

-

Loans receivable, net of allowance

1,256,256

1,155,247

-

-

1,155,247

Restricted investments in bank stock

1,663

1,663

-

1,663

-

Accrued interest receivable

3,604

3,604

-

3,604

-

Financial liabilities:

Deposits

1,552,959

1,550,360

-

1,550,360

-

Securities sold under agreements to

repurchase and federal funds purchased

4,895

4,895

-

4,895

-

Short-term borrowings

15,625

15,625

-

15,625

-

Accrued interest payable

7,812

7,812

-

7,812

-

Off-balance sheet financial instruments:

Commitments to grant loans

-

-

-

-

-

Unfunded commitments under lines of credit

-

-

-

-

-

Standby letters of credit

-

-

-

-

-

December 31, 2023:

Financial assets:

Cash and cash equivalents

$

78,923

$

78,923

$

78,923

$

-

$

-

Securities available-for-sale

276,060

276,060

-

276,060

-

Loans receivable, net of allowance

1,241,578

1,150,233

-

-

1,150,233

Restricted investments in bank stock

2,458

2,458

-

2,458

-

Accrued interest receivable

3,298

3,298

-

3,298

-

Financial liabilities:

Deposits

1,476,233

1,472,497

-

1,472,497

-

Securities sold under agreements to

repurchase and federal funds purchased

15,237

15,237

-

15,237

-

Short-term borrowings

35,000

35,000

-

35,000

-

Accrued interest payable

7,844

7,844

-

7,844

-

Off-balance sheet financial instruments:

Commitments to grant loans

-

-

-

-

-

Unfunded commitments under lines of credit

-

-

-

-

-

Standby letters of credit

-

-

-

-

-

Note 14 - 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).


‎

91

Embassy Bancorp, Inc.

Related parties were indebted to the Company for loans totaling $14.7 million and $15.1 million at December 31, 2024 and 2023. During 2024, loans totaling $1.2 million were disbursed and loan repayments totaled $1.5 million.

Deposits with related parties were $14.8 million and $14.3 million at December 31, 2024 and 2023, respectively.

Fees paid to related parties for legal services for the years ended December 31, 2024 and 2023 were approximately $112 thousand and $54 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 15.

Note 15 - 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, 2024 and 2023 the weighted average discount rate for all operating leases was 3.46% and 3.27%, respectively, with branch leases having a weighted average discount rate of 3.47% and 3.30%, respectively, and equipment leases having a weighted average discount rate of 2.24% and 0.83%, respectively. These leases expire at various dates through December 2032. All operating equipment leases do not have renewal language in their contracts and therefore use the current term. As of December 31, 2024 and 2023, the operating leases overall had a weighted average lease term of 4.21 and 4.50 years, respectively, with the branch leases having a weighted average life of 4.23 and 4.53 years, respectively, and equipment leases having a weighted average life of 2.06 and 1.56 years, respectively.

At December 31, 2024, the Company had right of use assets of $6.0 million (included in other assets) and lease liabilities of $6.0 million (included in other liabilities) and at December 31, 2023, the Company had right of use assets of $6.5 million (included in other assets) and lease liabilities of $6.6 million (included in other liabilities), respectively. The cost for operating leases was $1.8 million for the years ended December 31, 2024 and December 31, 2023, respectively. Operating cash flow paid for lease liabilities was $1.9 million for the years ended December 31, 2024 and December 31, 2023, 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.


‎

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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, 2024, are as follows:

Branch Leases

Equipment

Third Parties

Related Parties

Leases

Total

(In Thousands)

2025

$

1,176

$

698

$

26

$

1,900

2026

1,203

671

4

1,878

2027

845

55

4

904

2028

810

-

4

814

2029

644

-

1

645

Thereafter

332

-

-

332

Total Payments

5,010

1,424

39

6,473

Less: Discount Amount

401

52

2

455

Total Lease Liability

$

4,609

$

1,372

$

37

$

6,018

Rent expense to related parties was $661 thousand for the years ended December 31, 2024 and 2023, respectively, as described in Note 14.

Note 16 - Federal Income Taxes

The components of income tax expense are as follows:

Year Ended December 31,

2024

2023

(In Thousands)

Current

$

2,115

$

2,883

Deferred

(46)

(84)

Income Tax Expense

$

2,069

$

2,799

A reconciliation of the statutory federal income tax at a rate of 21% as of December 31, 2024 and December 31, 2023 to the income tax expense included in the consolidated statements of income is as follows:

Years Ended December 31,

2024

2023

(In Thousands)

Dollar

%

Dollar

%

Federal income tax at statutory rate

$

2,627

21.0

%

$

3,246

21.0

%

Tax-exempt interest

(334)

(2.7)

%

(344)

(2.2)

%

Bank owned life insurance

(266)

(2.1)

%

(143)

(0.9)

%

Other

42

0.3

%

40

0.2

%

Income Tax Expense

$

2,069

16.5

%

$

2,799

18.1

%

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

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Embassy Bancorp, Inc.

individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. As of December 31, 2024 and 2023, 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,

2024

2023

(In Thousands)

Deferred tax assets:

Allowance for credit losses

$

2,574 

$

2,617 

Deferred compensation

1,695 

1,628 

Lease liability

1,264 

1,384 

Unrealized loss on securities available for sale

13,460 

11,616 

Other

13 

10 

Total Deferred Tax Assets

19,006 

17,255 

Deferred tax liabilities:

Premises and equipment

25 

82 

Prepaid assets

319 

279 

Deferred loan costs

586 

604 

Right of use asset

1,256 

1,360 

Total Deferred Tax Liabilities

$

2,186 

$

2,325 

Net Deferred Tax Asset

$

16,820 

$

14,930 

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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Embassy Bancorp, Inc.

Note 17 – Parent Company Only Financial

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

BALANCE SHEETS

December 31,

2024

2023

(In Thousands)

ASSETS

Cash

$

611 

$

443 

Other assets

52 

53 

Investment in subsidiary

106,257 

105,599 

Total Assets

$

106,920 

$

106,095 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Other liabilities

$

440 

$

440 

Stockholders’ equity

106,480 

105,655 

Total Liabilities and Stockholders’ Equity

$

106,920 

$

106,095 

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Years Ending December 31,

2024

2023

(In Thousands)

Other expenses

$

(623)

$

(613)

Equity in net income of banking subsidiary

10,938 

13,144 

Income before income taxes

10,315 

12,531 

Income tax benefit

125 

125 

Net income

$

10,440 

$

12,656 

Equity in other comprehensive (loss) income of banking subsidiary

(6,935)

7,407 

Comprehensive Income

$

3,505 

$

20,063 


‎

95

Embassy Bancorp, Inc.

STATEMENTS OF CASH FLOWS

Years Ending December 31,

2024

2023

(In Thousands)

Cash Flows from Operating Activities:

Net income

$

10,440 

$

12,656 

Adjustments to reconcile net income to net cash used in

operating activities:

Stock compensation expense

521 

568 

Net change in other assets and liabilities

1 

48 

Equity in net income of banking subsidiary

(10,938)

(13,144)

Net Cash Provided By Operating Activities

24 

128 

Cash Flows Provided By Investing Activities:

Dividend from banking subsidiary

3,345 

2,871 

Cash Flows from Financing Activities:

Proceeds from employee stock purchase plan

70 

69 

Purchase of treasury stock

(72)

(132)

Dividends paid

(3,199)

(3,041)

Net Cash Used in Financing Activities

(3,201)

(3,104)

Net Increase (Decrease) in Cash

168 

(105)

Cash – Beginning

443 

548 

Cash - Ending

$

611 

$

443 


‎

96

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, 2024. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of December 31, 2024, 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 52 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 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. OTHER INFORMATION.

During the three months ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s common stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as such term is defined in Item 408(c) of Regulation S-K.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.


‎

97

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 2025 annual meeting of shareholders.

The Company has adopted insider trading policies and procedures regarding securities transactions (the “Insider Trading Policy”) that applies to all personnel, including directors and officers of the Company and the Bank. The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of the Company’s securities. A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report.

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,” “Agreements with Executive Officers,” “Pay versus Performance Disclosure,” and “Pay versus Performance Table” in the Company’s definitive proxy statement to be filed with the SEC in connection with the Company’s 2025 annual meeting of shareholders.

In accordance with Item 402 (v) of Regulation S-K, the information set forth under the caption “Pay versus Performance Disclosure” and “Pay versus Performance Table” in such proxy statement will be deemed to be furnished in this report and will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of furnishing the disclosure in this manner.

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 2025 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 2025 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 Public 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 2025 annual meeting of shareholders.


‎

98

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) (Incorporated by reference to Exhibit 3.1 of Registrant's Form 10-K filed on March 18, 2022).

3.2

By-Laws (Incorporated by reference to Exhibit 3.2 of Registrant's Form 10-K filed on March 18, 2022).

4.1

Description of the Company's Securities (Incorporated by reference to Exhibit 4.1 of Registrant's Form 10-K filed on March 18, 2022).

10.1

Amended and Restated Embassy Bancorp, Inc. 2010 Stock Incentive Plan.

10.2

Form of Stock Option Grant Agreement – Directors (Incorporated by reference to Exhibit 10.2 of Registrant's Form 10-K filed on March 18, 2022).

10.3

Form of Stock Option Grant Agreement – Executive Officers (Incorporated by reference to Exhibit 10.3 of Registrant's Form 10-K filed on March 18, 2022).

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 10.6 of Registrant's Form 10-K filed on March 17, 2023).

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 10.7 of Registrant's Form 10-K filed on March 28, 2024).

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 10.8 of Registrant's Form 10-K filed on March 17, 2023).

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 10.9 of Registrant's Form 10-K filed on March 28, 2024).

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 10.10 of Registrant's Form 10-K filed on March 28, 2024).

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 10.11 of Registrant's Form 10-K filed on March 28, 2024).

10.12

Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated November 19, 2010 (Incorporated by reference to Exhibit 10.14 of Registrant's Form 10-K filed on March 18, 2022).

10.13

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 10.15 of Registrant's Form 10-K filed on March 17, 2023).

10.14

Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated November 19, 2010 (Incorporated by reference to Exhibit 10.16 of Registrant's Form 10-K filed on March 18, 2022).

10.15

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.

10.16

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).

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Embassy Bancorp, Inc.

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

Exhibit

Number

Description

10.17

Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated November 19, 2010 (Incorporated by reference to Exhibit 10.19 of Registrant's Form 10-K filed on March 18, 2022).

10.18

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.

10.19

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).

10.20

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).

10.21

Amendment No. 1 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated December 21, 2016 (Incorporated by reference to Exhibit 10.26 of Registrant's Form 10-K filed on March 18, 2022).

10.22

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 10.27 of Registrant's Form 10-K filed on March 17, 2023).

10.23

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 10.23 of Registrant's Form 10-K filed on March 28, 2024).

10.24

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).

10.25

Embassy Bancorp, Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.35 of Registrant's Form 10-K filed on March 18, 2022).

10.26

Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Diane M. Cunningham, dated December 21, 2016 (Incorporated by reference to Exhibit 10.26 of Registrant's Form 10-K filed on March 28, 2024).

10.27

Amendment No. 5 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Diane M. Cunningham, dated December 15, 2022 (Incorporated by reference to Exhibit 10.27 of Registrant's Form 10-K filed on March 28, 2024).

10.28

Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Lynne M. Neel, dated December 21, 2016 (Incorporated by reference to Exhibit 10.28 of Registrant's Form 10-K filed on March 28, 2024).

10.29

Amendment No. 5 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Lynne M. Neel, dated December 15, 2022 (Incorporated by reference to Exhibit 10.29 of Registrant's Form 10-K filed on March 28, 2024).

19

Insider Trading Policy.

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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.


‎

101

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 17, 2025

By:

/s/ David M. Lobach, Jr.

David M. Lobach, Jr.

Chairman, President and Chief Executive Officer

Dated: March 17, 2025

By:

/s/ Judith A. Hunsicker

Judith A. Hunsicker

First Executive Officer, Chief Operating

Officer, Secretary and Chief Financial Officer


‎

102

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 17, 2025

/s/ Frank Banko III

Frank Banko III, Director

Dated: March 17, 2025

/s/ Geoffrey F. Boyer

Geoffrey F. Boyer, Director

Dated: March 17, 2025

/s/ John G. Englesson

John G. Englesson, Director

Dated: March 17, 2025

/s/ Bernard M. Lesavoy

Bernard M. Lesavoy, Director

Dated: March 17, 2025

/s/ David M. Lobach, Jr.

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

Dated: March 17, 2025

/s/ John C. Pittman

John C. Pittman, Director

Dated: March 17, 2025

/s/ Patti Gates Smith

Patti Gates Smith, Director

Dated: March 17, 2025

/s/ John T. Yurconic

John T. Yurconic, Director

103

 EX-10.1 2 emyb-20241231xex10_1.htm EX-10.1 Exhibit 101





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 Centennial Event Center at the Homewood Suites at 3350 Center Valley Parkway, Center Valley, Pennsylvania, on Thursday, June 20, 2019, 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 Embassy Bancorp, Inc. 2010 Stock Incentive Plan;



(3)

To approve an advisory, non-binding resolution regarding executive compensation;



(4)

To approve an advisory, non-binding proposal on the frequency of future advisory votes regarding executive compensation;



(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, 2019; 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 amendment to the Embassy Bancorp, Inc. 2010 Stock Incentive Plan; “FOR” the approval of the advisory, non-binding resolution regarding executive compensation; “FOR” the approval of “Every Three Years” with respect to the frequency of future advisory votes on executive compensation; 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, 2019.



Only shareholders of record at the close of business on April 22, 2019 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.



May 10, 2019

 

 

 



 

By the Order of the Board of Directors

 



 

/s/ Judith A. Hunsicker

 

Bethlehem, Pennsylvania

 

Judith A. Hunsicker

 

May 10, 2019

 

Secretary

 



Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 20, 2019.  This notice, the proxy statement, proxy card and 2018 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?

 1 

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?

 2 

What is the deadline for shareholder proposals for next year’s annual meeting?

 2 

How may I submit a question for the 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

 6 

Role of the Board of Directors in Risk Oversight

 6 

Attendance at Meetings

 6 

Committees of the Board of Directors

 7 

Nominating Process

 7 

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

 15 

Agreements with Executive Officers

 15 

Stock Incentive Plan

 17 

Employee Stock Purchase Plan

 17 

Proposal No. 2 – Amendment and Restatement of the 2010 Stock Incentive Plan

 17 

Summary of the Changes to the Plan

 17 

Summary of the Plan

 17 

Proposal No. 3 – Advisory Vote Regarding Executive Compensation

 21 

Proposal No. 4 – Advisory Vote on Frequency of Future Advisory Votes Regarding Executive Compensation

 22 

Proposal No. 5 – Ratification of Independent Registered Public Accounting Firm

 22 

Independent Registered Public Accounting Firm

 22 

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 10, 2019



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 20, 2019 at 5:30 p.m. E.D.T. at the Centennial Event Center at the Homewood Suites at 3350 Center Valley Parkway, Center Valley, Pennsylvania.  This proxy statement and the accompanying proxy are first being mailed to shareholders of the Company on or about May 10, 2019.  



Who is entitled to vote?



Holding the Company’s common stock on April 22, 2019, the record date, entitles the holder to attend and vote at the meeting.  On the record date, 7,476,213 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.  See “What vote is required to approve each proposal?” below.



On what am I voting?



You will be asked to (i) elect four (4) Directors as Class 3 Directors to serve for three-year terms expiring in 2022to ratify the selection of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.  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 amendment to the Embassy Bancorp, Inc. 2010 Stock Incentive Plan;

·

“FOR” the approval of the advisory, non-binding resolution regarding executive compensation;

·

“FOR” “Every Three Years” with respect to the frequency of future advisory votes on executive compensation; 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, 2019.



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 the attached proxy statement; “FOR” the amendment to the Embassy Bancorp, Inc. 2010 Stock Incentive Plan; “FOR” the approval of the advisory, non-binding resolution regarding executive compensation; “FOR” “Every Three Years” with respect to the frequency of future advisory votes on executive compensation; 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, 2019.



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

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·

by giving written notice to Embassy Bancorp, Inc., 100 Gateway Drive, Suite 310, 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 22, 2019, the record date,  7,541,260 shares of common stock were issued and 7,476,213 were outstanding.  The holders of a majority of the outstanding shares, or at least 3,738,108 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



Directors will be elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors.  Plurality means that the individuals who receive the largest number of “FOR” votes cast are elected as directors up to the maximum number of directors to be chosen at the Annual Meeting.  Accordingly, the four (4) nominees for Class 3 Director receiving the highest number of “FOR” votes shall be elected as directors.  Abstentions and broker non-votes will not affect the outcome of the election of directors.  Shareholders may not vote their shares cumulatively in the election of directors.  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 if elected.  



Frequency of Say-on-Pay



Approval of the frequency of future advisory votes regarding the compensation of the named executive officers will be determined by a plurality of votes cast.  Abstentions and broker non-votes will have no effect in calculating the votes on such matter.



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 amendment of the Embassy Bancorp, Inc. 2010 Stock Incentive Plan; the approval of the advisory, non-binding resolution regarding executive compensation; 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.



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 next year’s Company proxy statement and proxy ballot, for its 2020 

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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 310, Bethlehem, Pennsylvania, not later than January 11, 2020.  In addition,  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 2019 annual meeting without inclusion in our proxy statement was received at our principal executive offices after January 11, 2019, then a proxy will have the ability to confer discretionary authority to vote on the proposal.



How may I submit a question for the Annual Meeting?



In order for management to thoroughly consider and answer any question that you may have about the Company or our annual meeting materials, including our financial statements, and to ensure an efficient meeting, we ask that you submit your questions in advance of the annual meeting.  You may submit questions by mail or email, clearly marked “Question for Annual Meeting” by contacting Judith A. Hunsicker, Secretary, at 100 Gateway Drive, Suite 310, Bethlehem, Pennsylvania 18017 or jhunsicker@embassybank.com. Questions received by June 14, 2019 will be compiled by the Secretary and relayed promptly to management and the Board. Management and the Board will endeavor to address all relevant questions so submitted at the Annual Meeting of Shareholders.



Internet Availability of Proxy Materials



Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 20, 2019.  This proxy statement, the enclosed proxy card and our 2018 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 2019.  



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 above-named 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. 



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.



Nominees for Class 3 Director (Current Class 3 Directors with terms expiring in 2019)



Bernard M. Lesavoy, 60

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 includes, 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 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, 69

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 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

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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 Northampton County Historical Society, Junior Achievement, Boys and Girls Club, United Way, Lehigh Valley Chamber of Commerce, State Theater, The Seed Farm, 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, 69

Mr. Pittman was a member of the advisory council of Ambassador Bank.  He is currently President of J.C. Pittman Inc.    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 former Governor Ridge and a member of the United States Selective Service System Appeal Board for the Commonwealth of PA.  Mr. Pittman also serves as a member of the Board of Trustees of Massanutten Military Academy in Virginia and is a founding Director of the Museum of Speed in Bedford, 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, 51

Mr. Yurconic is the President of The Yurconic Agency, a local insurance, vehicle registration and driver’s license services agency with 12 locations in Lehigh, Northampton, Schuylkill, Berks Luzerne 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 and Lehigh Country Club.  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 2020)



Frank “Chip” Banko III, 60

Mr. Banko III is the retired President of Warren Distributing Co., a wholesale distribution company with three locations in New Jersey.  He had 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 a prior 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, 74

Mr. Boyer has been a Certified Financial Planner since 1985, with 45+ years’ 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. As part of his succession plan, Mr. Boyer merged his company, Boyer Financial Group, into Quantum Financial Management, LLC in December 2018.  He continues to serve as an officer or director of several other 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 2021)



John G. Englesson, 66

Mr. Englesson is Co-Owner and Co-Founder of Integrity Business Services, LLC (Integrity SBS).  Integrity SBS provides business process services to small, medium and large scaled companies.  Mr. Englesson also owns and is President of 6.023 Corporation d.b.a. zAxis Corporation, a company dedicated to advising business leaders on profitably 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 and the "Chadwick Family" of Companies.  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 Secretary.  He had also served on the mayoral 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.

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Patti Gates Smith,  61

Ms. Gates Smith is the owner/consultant of GatesSmith Consulting, a company with a focus in educational events and foundation management. She is currently the Assistant to the SELC District President of Lutheran Church Missouri Synod. She was formerly a School Administrator with The Lutheran Academy and also a Perinatal Clinical Nurse Specialist for Easton Hospital.  She was the Director of Professional Development at PA State Nurses Association. Ms. Gates Smith is currently a committee member of the ArtsQuest Foundation Campaign and a member of the Altar Guild at Concordia Evangelical Lutheran Church. 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 has included 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 St. Luke's Visiting Nurse Association as Past Board Chair and Chair of the Hospice Endowment Campaign which raised over $2.5 million dollars.  Ms. Gates Smith was also a past board member of the Pennsylvania Perinatal Association.   The Board believes that Ms. Gates 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. Gates 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. Gates 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 22, 2019, 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 serves as an officer of and owns 45% of Red Bird Associates LLC and who also 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



The Board has discretion to combine or separate the positions of Chairman and Chief Executive Officer of the Company. Since June of 2009, David M. Lobach, Jr. has served as Chairman, President and Chief Executive Officer of both entities.  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 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.



The Board has not appointed a Lead Independent Director.



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 2018, and meets no less frequently than on a monthly basis.

6

 

 

 



During 2018, each of the Directors attended over 98% or more of the aggregate of all meetings of the Board and the committees on which he/she served.



Each Director and nominee are expected to attend the annual meeting. All of the current Directors were present for the 2018 annual meeting of shareholders, with the exception of Mr. Banko III.



Committees of the Board of Directors



Audit Committee



The Audit Committee of the Company’s Board of Directors met four times during 2018, 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, Corporate Information, Governance Documents”. The Audit Committee is currently comprised of Messrs. Boyer,  Englesson (Chairman),  Pittman, Yurconic and Ms. Gates Smith.    Mr. Lobach attends 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.



The Board of Directors has determined that the Company does not have an “Audit Committee Financial Expert”, as defined by the SEC, serving on the Audit Committee. The Board of Directors believes that the members of the Audit Committee are able to read and understand consolidated financial statements of the Company, are familiar with the Company and its business, and are capable of fulfilling the duties and responsibilities of an Audit Committee without the necessity of having an “Audit Committee Financial Expert” as a member.



For further information regarding the Audit Committee, see the discussion under the caption: “Report of Audit Committee” below.



Personnel Committee



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 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 2018.  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.



Other Committees



The Company does not have any other standing committees.



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. Banko, Englesson, Lesavoy (Chairman) and Lobach.



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

7

 

 

 

experience, banking experience,  community involvement, 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, community involvement 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.  The Board has also adopted a Whistleblower Policy to provide a means by which employees may report violations or suspected violations of law or Company policies without fear of retaliation.  The Audit Committee Chair is responsible for investigating and resolving such reports.  A copy of the Code of Conduct (Ethics) policy and Whistleblower Policy are available on the Company’s website at www.embassybank.com under “Investor Relations, Corporate Information, Governance Documents”.



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, 2018, total loans and commitments of approximately $8.221 million were outstanding to our Executive Officers, Directors, and their affiliated businesses, which represented approximately 9% 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 2017, the Bank and Red Bird agreed to extend the term through February 28, 2022 on terms comparable for similar space in the Lehigh Valley area. Red Bird received rents for the Gateway Drive location totaling $500,097 during 2018 and the Bank has an outstanding lease commitment to pay $1,864,393 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 (managing member), Mr. Boyer, Ms. Hunsicker, Mr. Lesavoy (managing member), Mr. Lobach, and Mr. Pittman.



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 2018, the Bank paid $45,959 for rent of the West Broad St., Bethlehem, location and has an outstanding lease commitment to pay $103,407 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 2018,  the Bank paid $87,853 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.



8

 

 

 

Executive Officers



We identify below each of the Executive Officers of the Company and the Bank, their age as of May 10, 2019, the position they currently hold and their professional experience. 



David M. Lobach, Jr., 69

See profile set forth above under the heading “Current Class 3 Directors”.



Judith A. Hunsicker, 58

Ms. Hunsicker, First Executive Officer, is the 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 former chairperson of the boards and is a member of 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 and serves as president of the board of the Pratyush Sinha Foundation.  She previously served on the finance committee and as Board President of the Neighborhood Housing Services of the Lehigh Valley.  She previously served as 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 R. Bartholomew, 65

Mr. Bartholomew serves as Senior 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.  He currently serves on the boards of The Friends of the Bethlehem Mounted Police, St. Francis Center for Renewal, and Lehigh Valley Community Foundation.



Diane M. Cunningham, 51

Ms. Cunningham serves as Executive Vice President of the Company and the Bank, currently overseeing the retail bank network, consumer lending, and marketing.  She began her banking career in 1988 and has previously served as Assistant Vice President at Lafayette Ambassador Bank and Assistant Vice President of Ambassador Bank.  She is a graduate of Northampton Community College and has served on various boards for non-profit organizations, including Toastmasters International, YWCA Allentown and The Lehigh Valley Workforce Investment Board.



Lynne M. Neel, 57

Ms. Neel serves as Executive Vice President and Assistant Secretary of the Company and the Bank, as well as Controller of the Bank currently overseeing finance, loan operations and investor relations.  She is a graduate of Moravian College and began her banking career in 1985 at the former Valley Federal Savings & Loan.  Prior to joining the Bank, at its inception in September 2001, she was an Assistant Vice President at Lafayette Ambassador Bank.  She has served and/or volunteered for such organizations as Special Olympics, Habitat for Humanity, United Way, Big Brothers/Big Sisters, St. Paul's Lutheran Church, Palmer Township Athletic Association, Easton Area High School Musical Theatre Program, and Easton Area High School Softball Community Weekend committee.  She currently serves on the board for Equi-librium in Nazareth, PA.

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 22, 2019.



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 22, 2019, 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

 505,853 

(1)

6.66%

 

c/o Embassy Bancorp, Inc.

 

 

 

 

100 Gateway Drive, Suite 100

 

 

 

 

Bethlehem, PA 18017

 

 

 

 



 

 

 

 

David M. Lobach, Jr.

 480,754 

(2)

6.33%

 

c/o Embassy Bancorp, Inc.

 

 

 

 

100 Gateway Drive, Suite 100

 

 

 

 

Bethlehem, PA 18017

 

 

 

 



 

 

 

 

(1) Includes 2,530 shares held by spouse and 5,600 shares attributable to Mr. Banko's interest of Red Bird as Manager.

 

(2)  Includes 4,203 shares held jointly with spouse; 46,304 shares held by spouse; 200 shares held jointly with son; 361 shares held as custodian under UGMA; and 67,089 shares issuable pursuant to presently exercisable stock options.

 



 

10

 

 

 

Beneficial Ownership of Executive Officers and Directors



The following table sets forth, as of April 22, 2019, 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 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

 505,853 

(2)

6.66%

 

James R. Bartholomew

 26,727 

(3)

*

 

Geoffrey F. Boyer

 99,015 

(4)

1.30%

 

John G. Englesson

 53,447 

(5)

*

 

Judith A. Hunsicker

 88,848 

(6)

1.17%

 

Bernard M. Lesavoy

 165,339 

(7)

2.18%

 

David M. Lobach, Jr.

 480,754 

(8)

6.33%

 

John C. Pittman

 373,604 

(9)

4.92%

 

Patti G. Smith

 240,969 

(10)

3.17%

 

John T. Yurconic 

29,685 

(11)

*

 



 

 

 

 

All Executive Officers, Directors and Nominees as a Group (12 Persons)

 2,079,786 

 

27.40%

 

  * 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 22, 2019 (“presently exercisable stock options”), in the amount of 114,834. Amounts reported in

 

     this column also includes shares attributable to the respective person as a result of their ownership interest in and/or position with

 

     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 2,554 shares held by spouse and 5,600 shares attributable to Mr. Banko as Manager of Red Bird.

 

 (3) Includes 2,804 shares held jointly with spouse; 128 shares held by spouse as custodian under UGMA; and 2,818 shares

 

     issuable pursuant to presently exercisable stock options.

 

 (4) Includes 5,276 shares held by spouse and 6,153 shares held as custodian under UGMA.

 

 (5) Includes 5,007 shares held by spouse.

 

 (6) Includes 54 shares held jointly with spouse and 44,927 shares issuable pursuant to presently exercisable stock options.

 

 (7) Includes 90,148 shares held jointly with spouse; 2,611 shares held by spouse; 23,378 held as custodian under UGMA; and

 

     5,600 shares attributable to Mr. Lesavoy as Manager of Red Bird.

 

 

 

 

 (8) Includes 4,203 shares held jointly with spouse; 46,304 shares held by spouse; 200 shares held jointly with son; 361 shares held as

 

     custodian under UGMA; and 67,089 shares issuable pursuant to presently exercisable stock options.

 

 (9) Includes 5,555 shares held by spouse and 150 shares held by spouse as custodian under UGMA.

 

(10) All shares held as trustee of Ms. Smith's living 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, 2018 through December 31, 2018, its Directors, Executive Officers and greater than 10% beneficial owners timely filed all reports required under Section 16(a) of the Exchange Act, except that Mr. Geoffrey Boyer made one late filing during the month of February 2019 of a Form 5 Annual Statement of Beneficial Ownership of Securities relating to a transaction involving a December 2017 gifting of two-thousand (2,000) shares, not timely reported in 2018, due to an administrative oversight.







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, 2018, 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 20 Pennsylvania financial institutions with total assets ranging from $750 million to $1.125 billion).  Importantly, it should be noted that those financial institutions the Company considers its peers have 56.91% 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.

12

 

 

 

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, 2018, for services rendered in 2017,  other than David M. Lobach, Jr., who did not receive compensation as a Director.













 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

Name

Fees Earned or Paid in Cash

Restricted Stock Awards

Non-equity Incentive Plan Compensation

Change in
Pension Value
and Nonqualified Deferred Compensation Earnings

All
Other Compensation (1)

Total

 

Frank Banko III

$

 8,674 

$

 8,668 

$

 -

$

 -

$

 33 

$

 17,375 

 

Geoffrey F. Boyer

 

 11,316 

 

 11,293 

 

 -

 

 -

 

 -

 

 22,609 

 

John G. Englesson

 

 2 

 

 22,998 

 

 -

 

 -

 

 48 

 

 23,048 

 

Bernard M. Lesavoy

 

 -

 

 22,586 

 

 -

 

 -

 

 33 

 

 22,619 

 

John C. Pittman

 

 11,509 

 

 11,491 

 

 -

 

 -

 

 71 

 

 23,071 

 

Patti Gates Smith

 

 11,509 

 

 11,491 

 

 -

 

 -

 

 -

 

 23,000 

 

John T. Yurconic

 

 7 

 

 22,602 

 

 -

 

 -

 

 19 

 

 22,628 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes bank owned life insurance "BOLI" purchased by the Company on certain of its employees and directors.

 



Non-employee Director Compensation Program



Pursuant to the Company’s Non-employee Director Compensation Program for fiscal year 2018, each non-employee Director of the Company was entitled to receive annual compensation in the amount of $27,000 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 16, 2018, the Board approved an increase to the annual compensation paid to each non-employee Director of the Company to $31,000 effective with the 2019 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 2018, he or she would be entitled to receive an annual fee equal to eighty percent (80%) of $27,000, or $21,600. If a Director attended seventy four percent (74%) of all such meetings held in 2018, 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.

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Executive Compensation



The following Executive Officers have been identified as our “Named Executive Officers”: David M. Lobach, Jr.-Chairman, President and Chief Executive Officer; Judith A. Hunsicker-First Executive Officer, Chief Operating and Financial Officer; and James A. Bartholomew-Senior Executive Vice President and Senior Lending Officer.



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, 2018 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

2018

$

 599,994 

 

$

 114,250 

 

$

 -

 

$

 2,512 

 

$

 180,666 

 

$

 31,073 

 

$

 928,495 

CEO, President and Chairman

2017

$

 567,268 

 

$

 107,781 

 

$

 678 

 

$

 2,471 

 

$

 172,409 

 

$

 25,662 

 

$

 876,268 

Judith A. Hunsicker

2018

$

 415,539 

 

$

 79,230 

 

$

 -

 

$

 315 

 

$

 144,180 

 

$

 13,983 

 

$

 653,247 

First Executive Officer, COO, and CFO

2017

$

 379,088 

 

$

 72,027 

 

$

 454 

 

$

 271 

 

$

 116,015 

 

$

 10,775 

 

$

 578,630 

James R. Bartholomew

2018

$

 315,313 

 

$

 60,120 

 

$

 4,629 

 

$

 78 

 

$

 173,290 

 

$

 15,668 

 

$

 569,098 

Senior Executive Vice President and SLO

2017

$

 287,654 

 

$

 54,654 

 

$

 4,619 

 

$

 72 

 

$

 171,009 

 

$

 13,198 

 

$

 531,206 

(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 of the options granted in 2016

     and 2014 were determined with the following weighted averages:  dividend yield of 1.03% in 2016 and 0.00% in 2014, respectively, risk free

     interest rate of 2.35% and 2.30%, respectively, expected life of 6.0 years for 2016 and 2014 and expected volatility of 25.58%

     28.93%, respectively.  The weighted average fair value of options granted in 2016 and 2014 was $3.28 and $2.46 per share respectively.

(2) Restricted stock 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 - $634,375; Ms. Hunsicker - $439,931 and Mr. Bartholomew - $333,822.



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.

14

 

 

 

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.









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding Equity Awards at Fiscal Year End

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of 12-31-18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

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

2018

 

 -

 

 -

 

$               - 

 

N/A

 

12,041

(1)

12/21/2018

 $171,223 

 

N/A

N/A

N/A

Vice Chairman

2017

 

 -

 

 -

 

$               - 

 

N/A

 

9,022

(2)

12/20/2017

 $128,293 

 

N/A

N/A

N/A



2016

 

 -

 

 -

 

 -

 

N/A

 

10,951

(3)

12/21/2016

 155,723 

 

N/A

N/A

N/A



2015

 

 -

 

 -

 

 -

 

N/A

 

10,096

(4)

12/23/2015

 143,565 

 

N/A

N/A

N/A



2014

 

 17,781 

 

 -

 

 7.51 

 

01/17/23

 

N/A

 

N/A

N/A

 

N/A

N/A

N/A



2013

 

 17,828 

 

 -

 

 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

 

 67,089 

 

 -

 

$          7.14 

 

 

 

42,110

 

 

598,804

 

 

 

 

Judith A. Hunsicker

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Executive Officer,

2018

 

 -

 

 -

 

$               - 

 

N/A

 

2,209

(5)

12/21/2018

 $31,412 

 

N/A

N/A

N/A

COO, and CFO

2017

 

 -

 

 -

 

$               - 

 

N/A

 

1,251

(6)

12/20/2017

 $17,789 

 

N/A

N/A

N/A



2016

 

 -

 

 -

 

 -

 

N/A

 

723

(7)

12/21/2016

 10,281 

 

N/A

N/A

N/A



2015

 

 -

 

 -

 

 -

 

N/A

 

N/A

 

N/A

N/A

 

N/A

N/A

N/A



2014

 

 11,882 

 

 -

 

 7.51 

 

01/17/23

 

N/A

 

N/A

N/A

 

N/A

N/A

N/A



2013

 

 11,914 

 

 -

 

 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

 

 44,927 

 

 -

 

$          7.13 

 

 

 

4,183

 

 

59,482

 

 

 

 

James R. Bartholomew

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Executive Vice

2018

 

 -

 

 -

 

$               - 

 

N/A

 

1,100

(5)

12/21/2018

 $15,642 

 

N/A

N/A

N/A

President and SLO

2017

 

 -

 

 -

 

$               - 

 

N/A

 

643

(6)

12/20/2017

 $9,143 

 

N/A

N/A

N/A



2016

 

 2,818 

 

 1,409 

(8)

 12.64 

 

12/21/2025

 

N/A

 

N/A

N/A

 

N/A

N/A

N/A



2015

 

 -

 

 -

 

 -

 

N/A

 

N/A

 

N/A

N/A

 

N/A

N/A

N/A



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

 

 2,818 

 

 1,409 

 

$        12.64 

 

 

 

1,743

 

 

24,785

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The awards include 3,186 shares that vest in three equal annual installments beginning 12/21/19 and 8,855 shares that vest in six equal installments beginning 12/21/19.

(2) The awards include 2,809 shares that vest in three equal annual installments beginning 12/20/18 and 10,009 shares that vest in seven equal installments beginning 12/20/18.

(3) The awards include 6,047 shares that vest in three equal annual installments beginning 12/21/17 and 13,158 shares that vest in eight equal installments beginning 12/21/17.

(4) The awards include 3,920 shares that vest in three equal annual installments beginning 12/23/16 and 15,143 shares that vest in nine equal installments beginning 12/23/16.

(5) The awards vest in three equal annual installments beginning 12/21/19.

(6) The awards vest in three equal annual installments beginning 12/20/18.

(7) The awards vest in three equal annual installments beginning 12/21/17.

(8) The options vest in three equal annual installments beginning 12/21/17.



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 with David M. Lobach, Jr., who is Chairman, President and Chief Executive Officer of the Company and the Bank. As amended on May 24, 2018, the agreement provides for an employment term of five (5) years beginning January 1, 2018 with automatic one-year extensions.  Mr. Lobach currently receives an annual salary of $634,375, 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

15

 

 

 

mutually agreed by Mr. Lobach and the Bank.  Mr. Lobach’s contract further provides for annual awards of restricted stock with an aggregate fair market value of not less than 8% of his salary.  The restricted stock shall vest over a period of not less than three years.    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 a single lump sum 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 with Judith A. Hunsicker, who is First Executive, Chief Operating and Financial Officer of the Company and the Bank. As amended on May 24, 2018, the agreement provides for an employment term of five (5) years beginning January 1, 2018 with automatic one-year extensions.  Ms. Hunsicker currently receives an annual salary of $439,931, 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 annual awards of restricted stock with an aggregate fair market value of not less than 8% of her salary. The restricted stock shall vest over a period of not less than three years.  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 a single lump sum 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.



The Bank is party to an employment agreement, dated February 20, 2009, with James R. Bartholomew, who is Senior 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 $333,822 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.





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.  Currently, the SERPs provide for the Bank’s annual payment of $283,096 to Mr. Lobach, of which $140,000 in benefits accrued 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 $250,198 to Ms. Hunsicker upon her retirement after reaching age 65, and $158,827 to Mr. Bartholomew, of which $119,629 in benefits accrue through a normal retirement age of 65 and $39,198 in benefits accrue through a normal retirement age of 70.  Benefits are payable upon retirement after reaching the specified normal retirement age. Lesser benefits are provided for retirement prior to specified age. 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 one lump sum as of the date of termination or resignation and beginning on the effective date of resignation or termination will continue to receive all health insurance coverages and other fringe benefits for a period of five years.

16

 

 

 

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 base salary in one lump sum, payable within one year following the effective date of resignation or termination. Mr. Bartholomew would also receive health insurance coverages and other fringe benefits for one year.



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.





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.    Awards issued under the SIP vest automatically upon a change in control of the Company.



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%.



PROPOSAL NO. 2

AMENDMENT AND RESTATEMENT OF THE 2010 STOCK INCENTIVE PLAN



The Board of Directors has approved, subject to shareholder approval, the amendment and restatement of its 2010 Stock Incentive Plan (which was originally adopted by the Company’s shareholders effective June 16, 2010) (the “Plan”) to replenish the number of shares of common stock available for issuance under the Plan and extend the term of the Plan for another ten (10) years. If approved by the shareholders, the amended and restated Plan shall be effective as of the date of such approval.

Summary of the Changes to the Plan

If adopted by the shareholders, the Plan would be changed as follows:

§

The maximum number of shares of common stock authorized for issuance under the Plan would increase from 500,000 to 756,356 (in order to replenish the shares that were previously issued), subject to future adjustment to reflect any recapitalizations or other transactions described in the Plan.

§

The term of the Plan would be extended to June 20, 2029, subject to future extensions.

None of the other terms of the Plan would be changed.

17

 

 

 

If approved, the changes described above will enable the Company to continue utilizing the Plan as a means to align its executive compensation program with the long-term interests of its shareholders, as well as with evolving best practices in equity and compensation.

If this amendment and restatement is not approved by shareholders at the Annual Meeting, no new shares will be added to the Plan and awards will continue to be granted under the Plan as currently in effect.

The following table shows the numbers of shares of stock that have been granted or are available for grants under the Plan:







 



 

Category

Amount

Shares of restricted stock granted and vested under the Plan

 92,083 

Shares of restricted stock subject to awards under the Plan, but not yet vested

 48,030 

Shares subject to options granted and vested under the Plan

 114,834 

Shares subject to options granted under the Plan, but not yet vested

 1,409 

Shares remaining available for awards prior to this amendment

 243,644 

Maximum shares available for grant prior to this amendment

 500,000 

Increase in shares available for grant as a result of this amendment

 256,356 

Maximum shares available for grant after this amendment

 756,356 



The shares remaining available for awards under the Plan, and any shares subject to awards already granted but not yet vested and which expire without vesting, or any other awards that terminate, expire, or are cancelled, forfeited exchanged or surrendered without Company stock being delivered pursuant thereto, or if any shares of restricted stock are forfeited, the shares subject to such grants, including forfeited shares, shall again be available for purposes of the Plan and shall be added back to the maximum number of shares eligible for awards under the Plan and may be the subject of awards thereafter without further amendment of the Plan or approval of our shareholders.  Those awards shall not be considered increases to the maximum number of shares issuable under the Plan, but any such awards shall be subject to the other provisions of the Plan.  Shares of stock issued pursuant to the Plan may be either then authorized but unissued shares or shares held in treasury. 

The maximum number of shares that can be issued under the Plan may be adjusted pursuant to Article 3 of the Plan, without further shareholder approval, in certain specified events, including any change in the number of shares of common stock outstanding by reason of stock dividend, recapitalization, stock split, or combination or exchange of shares, or a merger, reorganization or consolidation in which the Company is the surviving corporation, or a reclassification or by reason of any other extraordinary or unusual events affecting the outstanding Company Stock as a class without the Company’s receipt of consideration.

If the shareholders approve the amendment and restatement of the Plan, the Plan will be amended and restated in the form attached as Annex A. 

Summary of the Plan

The following is a summary of the key provisions of the Plan.  This summary is qualified in its entirety by reference to the full text of the Plan, which is attached as Annex A.

·

Purpose.  The principal purposes of the Stock Incentive Plan are to provide (i) designated officers (including officers who are also directors) and other designated employees of the Company and its subsidiaries, and (ii) non-employee members of the board of directors of and advisors and consultants to the Company and its subsidiaries with additional incentive to further the success of the Company.  As discussed in the section titled “Executive Compensation,” the Board of Directors believes that the Stock Incentive Plan will cause the designated participants to contribute materially to the growth of the Company, thereby benefiting the Company’s shareholders, and will align the economic interests of the participants with those of the shareholders.

·

Administration and Amendment.  The Stock Incentive Plan is currently administered and interpreted by the Board of Directors. The Board has full power and authority to administer all provisions of the plan, to adopt or amend rules and regulations for administering the plan and to make all other determinations deemed necessary or appropriate for administering the plan. 

·

Grants.  Incentives authorized under the Plan consist of grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and deferred stock.  All grants are subject to the terms and conditions set forth in the Plan and to those other terms and conditions consistent with the Plan as the Board deems appropriate.

·

Eligibility for Participation.  All employees of the Company and its present or future subsidiaries, including employees who are officers or members of the Board are eligible to participate in the Plan.  In addition, members of the Board of Directors who are not employees of the Company or its subsidiaries, as well as certain advisors and consultants to the Company or its subsidiaries, are eligible to participate in the Stock Incentive Plan and may receive grants at the Board’s discretion.  The Board will select the individual to receive grants and determine the number of shares of common stock subject to a particular grant in such manner as the Board determines.

·

Stock Options.    The Board may grant options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code (“Incentive Stock Options”) or options which are not intended to so qualify (“Nonqualified Stock Options”)

18

 

 

 

or any combination of Incentive Stock Options and Nonqualified Stock Options (referred to in this summary collectively as the “Stock Options”), all in accordance with the terms and conditions of the Plan.

o

The purchase price of common stock subject to a Stock Option shall be determined by the Board and shall not be less than 100% of the fair market value of a share of such stock on the date such Stock Option is granted.

o

The Board shall determine the term of each Stock Option; provided, however, that the term of a Stock Option shall not exceed ten years from the date of grant.

o

The vesting period for Stock Options shall commence on the date of grant and shall end on the date or dates, determined by the Board, that shall be specified in the grant instrument. 

o

The Board may accelerate, in whole or in part, the vesting of any or all outstanding Stock Options at any time for any reason. 

·

Stock Appreciation Rights (SARs).  The Board may grant stock appreciation rights ("SARs") to any grantee (i) independently or (ii) in tandem with, any Stock Option, for all or a portion of the applicable Stock Option.  Tandem SARs may be granted, either at the time the Stock Option is granted or at any time thereafter while the Stock Option remains outstanding; provided, however, that in the case of an Incentive Stock Option, such tandem rights may be granted only at the time of the grant of such Stock Option.  Unless the Board determines otherwise, the base price of each SAR shall be equal to the greater of (i) the exercise price of the related Stock Option, if any, or (iii) the fair market value of a share of common stock as of the date of grant of such SAR.    

o

No SAR shall be exercisable more than 10 years after the date of its grant.



o

A SAR not granted in tandem with a Stock Option will become exercisable at such time or times, and on such terms and conditions, as the Board shall specify in the grant instrument.  A SAR granted in tandem with a Stock Option will be exercisable only at such time or times, and to the extent, that the related Stock Option is exercisable and will be exercisable only in accordance with the exercise procedure for the related Stock Option.  Upon the exercise of a Stock Option, the SARs relating to the common stock covered by the related Stock Option shall terminate.  Upon the exercise of SARs, the related Stock Option shall terminate to the extent of an equal number of shares of common stock. 



o

Upon a grantee's exercise of some or all of the grantee's SARs, the grantee shall receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised, payable in cash, common stock or a combination thereof. The stock appreciation for an SAR is the difference between the base price of the SAR and the fair market value of the underlying common stock on the date of exercise of such SAR.



·

Restricted Stock.  The Board may issue or transfer shares of common stock to an eligible participant under a grant of restricted stock (a "Restricted Stock"), upon such terms as the Board deems appropriate.  The following provisions are applicable to Restricted Stock:



o

Restricted Stock may be issued for cash consideration or for no cash consideration, at the sole discretion of the Board.  The Board shall establish conditions under which restrictions, if any, on the transfer of shares of common stock shall lapse over a period of time or according to such other criteria as the Board deems appropriate.  The period of time during which the Restricted Stock will remain subject to restrictions will be designated in the grant instrument as the "Restriction Period."



o

If the grantee ceases to be employed by the Company or, in the case of a non-employee director, to serve or be engaged as such, during a period designated in the grant instrument as the restriction period, or if other specified conditions are not met, the restricted stock shall terminate as to all shares covered by the grant as to which restrictions on transfer have not lapsed and those shares of restricted stock must be immediately returned to the Company.  The Board may, however, in its sole discretion, provide for complete or partial exceptions to this requirement as it deems appropriate, including, without limitation, upon death, disability or retirement.



·

Deferred Stock.  The Board may grant to a participant the right to receive shares of Company common stock to be delivered in the future, at such time or times and upon such terms and conditions as the Board may determine.  The Board may at any time accelerate the time at which delivery of shares of common stock will take place. During any deferral period, the grantee shall not have any rights as a shareholder with respect to the deferred shares.    



·

Transferability of Grants



o

During a grantee’s lifetime, only the grantee may exercise rights under a grant and grants may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, except by will or by the laws

19

 

 

 

of descent and distribution or, with respect to grants other than Incentive Stock Options, if permitted in any specific case by the Board, in its sole discretion.



o

When a grantee dies, the representative or other person entitled to succeed to the rights of the grantee may exercise such rights.  A successor grantee must furnish proof satisfactory to the Company of his or her right to receive the grant under the grantee's will or under the applicable laws of descent and distribution.



·

Change of Control of the Company.    In the event of a Change in Control of the Company, all outstanding Stock Options and SARs become immediately exercisable, all restrictions on outstanding Restricted Stock will automatically and immediately lapse, and the time for delivery of common stock or payment of the applicable cash amount under Deferred Stock will automatically accelerate.  A “Change of Control or Ownership” shall be deemed to have occurred if:



o

A liquidation or dissolution of the Company (excluding transfers to subsidiaries) or the sale of all or substantially all of the Company's assets occurs.



o

A tender offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse split or sale or transfer of assets, any person or group becomes the beneficial owner, directly or indirectly, of securities of the Company representing 25% or more of the common stock of the Company or the combined voting power of the Company's then outstanding securities; provided, however, that a person or group shall not include the Company or any subsidiary or any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary.



o

At least a majority of the Board at any time does not consist of individuals who were elected, or nominated for election, by directors in office at the time of such election or nomination.



o

The Company merges or consolidates with any other corporation (other than a wholly owned subsidiary) and is not the surviving corporation (or survives only as a subsidiary of another corporation).



o

The occurrence of such other event as the Board, in its sole discretion, shall designate at any time as a Change of Control.



·

Death, Disability and Retirement.  In the event of the death, disability or retirement of a grantee, all outstanding Stock Options become immediately exercisable.



·

Amendment and Termination of the Plan.  The Board may amend, suspend or terminate the Plan at any time, in its discretion, subject to any required shareholder approval or any shareholder approval which the Board deems advisable for any reason.



·

Withholding of Taxes.  The Company has the right to deduct from all grants paid in cash, or from other wages paid to an employee of the Company, any federal, state or local taxes required by law to be withheld with respect to such cash awards and, in the case of grants paid in common stock, the grantee or other person receiving such shares shall be required to pay to the Company the amount of any such taxes which the Company is required to withhold with respect to such grants or the Company shall have the right to deduct from other wages paid to the employee by the Company the amount of any withholding due with respect to such grants.  The Company also may withhold or collect amounts with respect to a disqualifying disposition of shares of common stock acquired pursuant to exercise of an Incentive Stock Option.  The Board is authorized to adopt rules, regulations or procedures related to tax withholding, including provision for the satisfaction of a tax withholding obligation, by the retention of shares of stock to which the grantee would otherwise be entitled pursuant to a grant or by the grantee’s delivery of previously owned shares of common stock or other property.



·

Employee Retirement Income Security Act of 1974 (ERISA).  The Plan is not a qualified deferred compensation Plan under Section 401(a) of the code.  The Company believes that the Plan is not subject to any of the provisions of ERISA.



·

Forfeiture    



o

If the Board finds, after consideration of the facts presented on behalf of the Company and the involved grantee, that the grantee has been engaged in fraud, embezzlement, theft, commission of a felony, or dishonesty in the course of the grantee’s employment by or service with the Company or any subsidiary, or that the grantee has disclosed trade secrets of the Company or its affiliates, or that the grantee has intentionally failed to perform the individual’s stated duties, and that such actions have damaged the Company or any subsidiary in any significant manner, in the discretion of the Board, then the grantee shall forfeit all rights under and to all unexercised grants, and under and to all grants to the grantee with respect to which the Company has not yet delivered payment or certificates for shares of stock (as the case may be), all of which grants and rights shall be automatically canceled.  Such forfeiture shall not apply to any Incentive Stock Option to the extent such application would result in disqualification of the stock option as an incentive stock option under Sections 421 and 422 of the Code.



20

 

 

 

o

The decision of the Board as to the cause of the Grantee’s discharge from employment with the Company and any subsidiary shall be final for purposes of the Plan, but shall not affect the finality of the Grantee’s discharge by the Company of subsidiary for any other purposes.



·

Right of First Refusal.  If at any time a grantee who is or was an executive officer or director desires to sell, encumber, or otherwise dispose of shares of common stock acquired by him or her pursuant to the Plan, he or she shall first offer the same to the Company in writing their notice of intent, and the Company shall have the option to purchase all or part of such common stock. If the Company decides to exercise this option, the purchase price of the common stock shall be the proposed price or the fair market value of the common stock, as determined by the Plan, on the date such written notice is received by the Company, whichever is less.    In the event the Company does not exercise the option to purchase the common stock, the grantee shall have the right to sell, encumber, or otherwise dispose of his or her shares of common stock on the terms of the transfer set forth in the written notice to the Company.

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 and restatement of the 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 a vote FOR the approval of the amendment and restatement of the 2010 Stock Incentive Plan.



PROPOSAL NO. 3

NON-BINDING 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.



We believe that our executive compensation policies and programs, which are reviewed and approved by our Board of Directors, 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 recommends to the Board 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 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 Board of Directors 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.

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PROPOSAL NO. 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE

ADVISORY VOTES REGARDING EXECUTIVE COMPENSATION



In accordance with the Dodd-Frank Act, we are providing our shareholders with an advisory vote on the compensation paid to our Named Executive Officers (the “say-on-pay” advisory vote described in Proposal 3).  Also, in accordance with the Dodd-Frank Act, we are asking our shareholders to vote, on an advisory and non-binding basis, whether such advisory votes on the compensation paid to Named Executive Officers should occur every year, every two years or every three years.  We are required to permit such an advisory vote on the frequency of the “say-on-pay” vote at least once every six years.



After careful consideration, the Board of Directors recommends that future shareholder advisory votes on compensation paid to Named Executive Officers be conducted every three years.  Our compensation programs are designed with the goal of supporting long-term value creation and to incentivize and reward performance over a multi-year period.  As a result, it is difficult to assess the correlation between performance and compensation on an annual basis.  We believe that a vote every three years will enable our shareholders to better judge our compensation programs in relation to our long-term performance, and will offer the Company the time necessary to fully consider the results of advisory votes on the compensation of our Named Executive Officers and implement appropriate changes.



Because this shareholder vote is advisory, it will not be binding on our Board of Directors. However, the Board of Directors will take into account the outcome of the vote when considering the frequency of future advisory votes regarding executive compensation.



Vote Required for Approval



Shareholders may vote on an advisory basis as to whether future advisory votes on executive compensation should occur every one, two or three years, or may abstain from voting.  A plurality of the votes cast is required for the approval of the choice among the frequency options.  This means that the option receiving the most votes will be deemed approved.  Abstentions and broker non-votes will have no effect in calculating the votes on this matter.



Recommendation of the Board of Directors

 

The Board of Directors recommends a vote FOR approval of “Every Three Years” with respect to the frequency of future advisory votes regarding the compensation of Named Executive Officers.  Although the Board of Directors recommends that you vote for “Every Three Years”, the enclosed proxy card allows you to vote for Every Year, Every Two Years, or Every Three Years, or to abstain from voting.  You are not voting simply to approve or disapprove the Board of Directors’ recommendation.



PROPOSAL NO. 5

RATIFICATION OF INDEPENDENT registered public accounting firm



The Company’s Audit Committee has recommended, and the Company’s Board of Directors has approved, the engagement of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.



The report of independent registered public accounting firm of Baker Tilly Virchow Krause, LLP regarding the Company’s financial statements for the fiscal years ended December 31, 2018 and 2017 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.  There were no disagreements with Baker Tilly Virchow Krause, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Baker Tilly Virchow Krause, LLP would have caused it to make reference to such disagreement in its reports.



One or more representatives of Baker Tilly Virchow Krause, LLP is expected to be present at 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, 2019.

22

 

 

 

Independent Registered Public Accounting firm



The Company’s independent registered public accounting firm for the years ended December 31, 2018 and 2017 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 for services rendered in 2018 and 2017, respectively:











 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

 

2018

 

2017

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



Audit fees (1)

 

$

 141,125 

 

$

 116,681 

 

 

 

 



Audit -related fees

 

 

 -

 

 

 -

 

 

 

 



Tax fees (2)

 

 

 15,833 

 

 

 12,019 

 

 

 

 



 

 

$

 156,958 

 

$

 128,700 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

(1) Includes professional services rendered for the audit of the Company's annual financial statements and review of financial statements included in Forms 10-Q, or services normally provided in connection with statutory and regulatory filings (i.e., attest services required by FDICIA or Section 404 of the Sarbanes-Oxley Act), including out of pocket expenses.

 

(2) Tax fees include the following: preparation of federal and state tax returns and assistance with calculating estimated tax payments.

 















23

 

 

 



REPORT OF AUDIT COMMITTEE



The Audit Committee met four times during 2018.  The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2018, 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 AS 1301, 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, 2018 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 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 8, 2019



John G. Englesson, Chairman

Geoffrey F. Boyer

John C. Pittman

Patti Gates Smith

John T. Yurconic



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ANNUAL REPORT ON FORM 10-K



The Company’s 2018 Annual Report on Form 10-K for the year ended December 31, 2018 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.

25

 

 

 

ANNEX A



EMBASSY BANCORP, INC.

2010 STOCK INCENTIVE PLAN

(as amended and restated effective June 20, 2019)





The purpose of the Embassy Bancorp, Inc. 2010 Stock Incentive Plan (the “Plan”) is to provide (i) designated officers (including officers who are also directors) and other designated employees of Embassy Bancorp, Inc., a Pennsylvania corporation (the “Company”), and its subsidiaries, and (ii) non-employee members of the board of directors of and advisors and consultants to the Company and its subsidiaries, with additional incentive to further the success of the Company.  The Company believes that the Plan will cause the designated participants to contribute materially to the growth of the Company, thereby benefiting the Company's shareholders and will align the economic interests of the participants with those of the shareholders.



 

Article 1.        Administration



1.1           The Committee.  The Plan shall be administered and interpreted by a committee (the "Committee"), which shall consist of (i) either the board of directors of the Company (the “Board”) or (ii) two or more directors appointed by the Board, all of whom (unless the Board determines otherwise) shall be "non-employee directors" of the Board as defined under Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act") and "outside directors" as defined under section 162 (m) of the Internal Revenue Code of 1986, as amended (the "Code") and related Treasury regulations.  The Board, in its discretion, may appoint separate committees to administer the Plan with respect to a designated portion of participants (e.g., participants subject to Section 16 of the Exchange Act or Section 162(m) of the Code).  If the Board does not appoint a committee to administer all or any portion of the Plan, then the Board shall be the Committee.



1.2           Determinations with respect to Grants.  The Committee shall have the sole authority to (i) determine the individuals to whom Grants (as defined in Section 2.1) shall be made under the Plan, (ii) determine the type, size and terms of the Grants to be made to each such individual, (iii) determine the time when the Grants will be made and the duration of any applicable exercise or restriction period, including the criteria for vesting and the acceleration of vesting, (iv) accelerate the vesting of any Grants and reduce or waive any restrictions on the exercise or vesting of any Grants, and (v) deal with any other matters arising under the Plan.  The Committee may, if it so desires, base any of the foregoing determinations upon the recommendations of management of the Company.



1.3           Action by the Committee.  A majority of the Committee shall constitute a quorum thereof, and the actions of a majority of the Committee at a meeting at which a quorum is present, or actions unanimously approved in writing by all members of the Committee, shall be actions of the Committee.



1.4           Delegation.  The Committee may appoint one of its members to be chairman and any person, whether or not a member of the Committee, to be its secretary or agent.  Furthermore, the Committee may delegate any ministerial duties in connection with the Plan to one or more officers of the Company.



1.5           Interpretation of Plan.  The Committee shall have full power and authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, to waive requirements relating to formalities or other matters that do not modify the substance of rights of Grantees (as defined in Section 4.2) or constitute a material amendment of the Plan, to correct any defect or supply any omission of the Plan or any Grant Instrument (as defined in Section 2.2) and to reconcile any inconsistencies in the Plan or any Grant Instrument.  The Committee's interpretations of the Plan and all determinations made or actions taken by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interests in the Plan or in any awards granted hereunder.  All powers of the Committee shall be exercised in its sole discretion, in the best interest of the Company and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.



1.6           No 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.



1.7           Costs.  All costs incurred in connection with the administration and operation of the Plan shall be paid by the Company.  Except for the express obligations of the Company under the Plan and under Grants (as defined in Section 2.1) in accordance with the provisions of the Plan, the Company shall have no liability with respect to any Grant, or to any Grantee or any transferee of shares of Company Stock from any Grantee, including, but not limited to, any tax liability, capital losses, or other costs or losses incurred by any Grantee, or any such transferee.



 

Article 2.         Grants



26

 

 

 

2.1           Type of Grants.  Incentives under the Plan shall consist of grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, deferred stock and performance awards (hereinafter collectively referred to as "Grants").



2.2           Grant Instruments.  All Grants shall be subject to the terms and conditions set forth herein and to those other terms and conditions consistent with the Plan as the Committee deems appropriate.  Each Grant shall be evidenced by a written instrument (the “Grant Instrument”) specifying the number of shares of Company Stock to which it relates and containing such other terms and conditions as the Committee shall approve that are not inconsistent with the Plan.  Grants under a particular section of the Plan need not be uniform as among the grantees.  The Committee shall have the authority to waive any condition of an outstanding Grant or amend an outstanding Grant, provided that an amendment of an existing Grant may not be made without the consent of the Grantee if such amendment would have an adverse effect on the rights of the Grantee.



 

Article 3.      Shares Subject to the Plan



3.1           Number of Shares.  Set forth below are the numbers of shares of Company Stock in each of the following categories as of the Amendment Date. The maximum number of shares of Company Stock available for issuance under the Plan after the Amendment Date shall be 756,356, subject to adjustment pursuant to Section 3.2 of the Plan:







 



 

Category

Amount

Shares of restricted stock granted and vested under the Plan

 92,083 

Shares of restricted stock subject to awards under the Plan, but not yet vested

 48,030 

Shares subject to options granted and vested under the Plan

 114,834 

Shares subject to options granted under the Plan, but not yet vested

 1,409 

Shares remaining available for awards prior to this amendment

 243,644 

Maximum shares available for grant prior to this amendment

 500,000 

Increase in shares available for grant as a result of this amendment

 256,356 

Maximum shares available for grant after this amendment

 756,356 



Notwithstanding anything in the Plan to the contrary, the maximum aggregate number of shares of Company Stock that shall be subject to Grants made under the Plan to any one individual during any calendar year shall be 40% of the shares specified above. The shares may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent Grants under the Plan terminate, expire, or are cancelled, forfeited, exchanged or surrendered without Company Stock being delivered pursuant thereto, or if any shares of Restricted Stock (as defined in Section 7.1) are forfeited, the shares subject to such Grants, including forfeited shares, shall again be available for purposes of the Plan.



3.2           Anti-Dilution Adjustments.  If there is any change in the number or kind of shares of Company Stock outstanding by reason of a stock dividend, recapitalization, stock split, or combination or exchange of shares, or a merger, reorganization or consolidation in which the Company is the surviving corporation, or a reclassification or by reason of any other extraordinary or unusual events affecting the outstanding Company Stock as a class without the Company's receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced due to the Company's payment of an extraordinary dividend or distribution, the kind of shares, the maximum number of shares of Company Stock available for Grants, the maximum number of shares of Company Stock that may be subject to Grants to any one individual under the Plan in any calendar year, the number of shares covered by outstanding Grants, and the price per share or the applicable fair market value of such Grants shall be equitably adjusted by the Committee to reflect any increase or decrease in the number or kind of issued shares of Company Stock to preclude the enlargement or dilution of rights and benefits under such Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated by rounding any portion of a share equal to .500 or greater up, and any portion of a share equal to or less than .500 down, in each case to the nearest whole number. For purposes of this Section 3.2, "shares of Company Stock" and "shares" include referenced shares with respect to SARs.  The adjustments determined by the Committee shall be final, binding and conclusive. Notwithstanding the foregoing, no adjustment shall be authorized or made pursuant to this Section to the extent that such authority or adjustment would cause any incentive stock option to fail to comply with Section 422 of the Code.





Article 4.      Eligibility for Participation



4.1           Eligible Participants.



4.1.1         All employees of the Company and its present or future subsidiaries ("Employees"), including Employees who are officers or members of the Board, shall be eligible to participate in the Plan.

27

 

 

 



4.1.2         Members of the board of directors of the Company or members of the board of directors of any subsidiary of the Company and consultants or advisors, who are not employees of the Company or any of its subsidiaries ("Non-Employee Directors” or “Consultants”, as applicable), also shall be eligible to participate in the Plan and may receive grants in the discretion of the Committee; provided, however, that only Employees shall be eligible to receive Incentive Stock Options (as defined in Section 5.1.1); and provided further that Consultants shall be eligible to participate in the Plan only if they meet the eligibility requirements for participation in an “employee benefit plan” under SEC Rule 405.



4.1.3         For purposes of the Plan the term “subsidiary” shall mean an entity controlled by the Company directly, or indirectly through one or more intermediaries.



4.2           Selection of Grantees.  The Committee shall select the individuals to receive Grants and determine the number of shares of Company Stock subject to a particular Grant in such manner as the Committee determines.  Any individuals who receive Grants under this Plan shall hereinafter be referred to as "Grantees".



 

Article 5.            Granting of Options



5.1           Type of Option and Price.



5.1.1         The Committee may grant options intended to qualify as "incentive stock options" within the meaning of Section 422 of the Code ("Incentive Stock Options") or options which are not intended to so qualify ("Nonqualified Stock Options") or any combination of Incentive Stock Options and Nonqualified Stock Options (hereinafter collectively the "Stock Options"), all in accordance with the terms and conditions set forth herein.



5.1.2         The purchase price of Company Stock subject to a Stock Option shall be determined by the Committee and shall not be less than 100% of the Fair Market Value (determined in accordance with Section 5.2.3) of a share of such Stock on the date such Stock Option is granted.



5.1.3         If the Company Stock is traded in a public market, then the Fair Market Value per share shall be, if the principal trading market for the Company Stock is a national securities exchange or The NASDAQ Stock Market, 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 Company Stock is not principally traded on an exchange or market which reports last sale price data, then the average of the mean between the last reported "bid" and "ask" prices each day over the five trading days preceding the relevant date, as reported on NASDAQ or, if not so reported, as reported by the applicable customary reporting service or market (including the Over the Counter Bulletin Board or the Pink Sheets).  If the Company 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 Committee; provided, however, that no determination of Fair Market Value with respect to an Incentive Stock Option shall be inconsistent with Section 422 of the Code or the regulations thereunder.



5.2           Option Term.  The Committee shall determine the term of each Stock Option; provided, however, that the term of a Stock Option shall not exceed ten years from the date of grant.



5.3           Exercisability of Options.  Stock Options shall become exercisable in accordance with the terms and conditions determined by the Committee, in its sole discretion.  The Committee, in its sole discretion, may accelerate, in whole or in part, the exercisability of any or all outstanding Stock Options at any time for any reason.  In addition, all outstanding Stock Options automatically shall become fully and immediately exercisable upon a Change of Control (as defined in Section 9.1).



5.4           Vesting of Options and Restrictions on Shares.



5.4.1         The vesting period for Stock Options shall commence on the date of grant and shall end on the date or dates, determined by the Committee, that shall be specified in the Grant Instrument.



5.4.2         Notwithstanding any other provision of the Plan, except as otherwise provided by the Committee in the Grant Instrument, all outstanding Stock Options shall become immediately exercisable upon the earliest to occur of the following, if at such time the Grantee is an Employee or a Non-Employee Director:  (i) the Grantee's Retirement (as defined in Section 5.6.4), (ii) the Grantee's death or Disability (as defined in Section 5.6.4), or (iii) the occurrence of a Change of Control (as defined in Section 9.1).



5.5           Manner of Exercise.



5.5.1         A Grantee may exercise a Stock Option which has become exercisable, in whole or in part, by delivering a duly completed notice of exercise, in such form as is acceptable to the Committee, to the Secretary or other officer of the

28

 

 

 

Company designated by the Committee, with accompanying payment of the option price in accordance with Section 5.7 below.



5.5.2         Unless otherwise provided by the Committee, such notice may instruct the Company to deliver shares of Company Stock due upon the exercise of the Stock Option to any registered broker or dealer previously approved or designated by the Committee ("Designated Broker") in lieu of delivery to the Grantee.  The Committee may suspend the ability of a Grantee to exercise a Stock Option through a Designated Broker at any time that the Committee, in its sole discretion, determines appropriate.



5.6           Termination of Employment or Service.



5.6.1         General.  Except as provided below, a Stock Option may only be exercised while the Grantee is employed by the Company or a subsidiary of the Company or is serving as a Non-Employee Director or a Consultant of the Company or a subsidiary of the Company.



5.6.2         Nonqualified Stock Options.  In the event of a Grantee’s termination of employment or service for any reason other than death, Disability or Retirement (as such terms are defined in Section 5.6.4) or following a Change of Control, the Nonqualified Stock Options shall be exercisable only as to those shares that were immediately purchasable on the date of termination and only for a period of three (3) months following termination or for such other period as the Committee shall establish in its sole discretion.  If the Grantee’s termination of employment or service is due to death, Disability or Retirement or following a Change of Control, all Nonqualified Stock Options held by the Grantee shall vest and become immediately exercisable upon such event and shall be thereafter exercisable by the Grantee or the Grantee’s legal representative or beneficiaries, as applicable, for a period of two (2) years following the date of such event, provided that in no circumstance shall the period extend beyond the expiration of the Nonqualified Stock Option term set forth in the Grant Instrument.



5.6.3         Incentive Stock Options.  In the event of a Grantee’s termination of employment for any reason other than death, Disability, Retirement, or following a Change of Control, the Grantee’s Incentive Stock Options shall be exercisable only as to those shares that were immediately purchasable by such Grantee at the date of termination and only for a period of three (3) months following termination.  In the event of a termination of a Grantee’s employment due to death, Disability, Retirement or following a Change of Control, all Incentive Stock Options held by such Grantee shall vest and become immediately exercisable and shall thereafter be exercisable by the Grantee or the Grantee’s legal representative or beneficiaries, as applicable, for a period of two (2) years following the date of such cessation of employment, provided, however, that any such Option shall not be eligible for treatment as an Incentive Stock Option in the event such Option is exercised more than three (3) months following the date of Grantee’s Retirement or termination of employment following a Change of Control; and provided further, that no Option shall be eligible for treatment as an Incentive Stock Option in the event such Option is exercised more than one (1) year following termination of employment due to Disability; and provided further, in order to obtain Incentive Stock Option treatment for Options exercised by heirs or devisees of a deceased Grantee, the Grantee’s death must have occurred while employed or within three (3) months of termination of employment.  Notwithstanding anything herein to the contrary, in no event shall the period within which an Incentive Stock Option may be exercised extend beyond the expiration of the Option term set forth in the Grant Instrument.



5.6.4         Definitions.  For purposes of the Plan: (i) the term "Company" shall include the Company's subsidiaries; (ii) the term "Disability" or "Disabled" shall mean any physical or mental impairment which qualifies an individual for disability benefits under the applicable long-term disability plan maintained by the Company, or, if no such plan applies, which would qualify such individual for disability benefits under the long-term disability plan maintained by the Company, if such individual were covered by that plan, or, if no such plan exists, as determined in good faith by the Committee; and (iii) “Retirement” or “Retired” shall mean a termination of employment which constitutes a “retirement”, whether normal or otherwise, under any applicable qualified pension benefit plan maintained by the Company, or, if no such plan is applicable, which would constitute “retirement”, as determined by the Committee, in its sole discretion, or, in the case of a Non-Employee Director, the Grantee ceases to be such after attaining the age of 65 or such other age as shall be established by the Committee on a case by case basis and reflected in the applicable Grant Instrument.  “Retirement” and “Disability” shall not be applicable to Consultants.



5.7           Payment of Option Price.  The Grantee shall pay the option price specified in the Grant Instrument in cash, including through the broker assisted cashless exercise procedure described in Section 5.5.2  With the approval of the Committee, the Grantee also may pay the option price specified in the Grant Instrument by delivering shares of Company Stock owned by the Grantee (including Company Stock acquired in connection with the exercise of a Stock Option, subject to such restrictions as the Committee deems appropriate) and having a Fair Market Value on the date of exercise equal to the option price or through a combination of cash and shares of Company Common Stock owned by the Grantee.  Unless permitted by the Committee, no tendered shares of Company Stock which were acquired by the Grantee pursuant to, or upon the previous exercise of, a Grant under the Plan, or an award under any other award plan of the Company or its subsidiaries, shall be accepted in payment unless the Grantee has held such shares (without restriction imposed by the applicable plan or award) for at least six months prior to delivery in payment.  Subject to Article 13, the Grantee shall pay the option price and the amount of withholding tax due, if any, at the time of exercise.  Shares of Company

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Stock shall not be issued or transferred upon exercise of a Stock Option until the option price is fully paid and any required withholding obligations are satisfied.



5.8           Limits on Incentive Stock Options.



5.8.1         Each Incentive Stock Option shall provide that, to the extent that the aggregate Fair Market Value of the Company Stock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Grantee during any calendar year under the Plan or any other stock option plan of the Company exceeds $100,000, then such option as to the excess shall be treated as a Nonqualified Stock Option.



5.8.2         An Incentive Stock Option shall not be granted to any participant who is not an Employee of the Company or any "subsidiary" within the meaning of Section 424 (f) of the Code.



5.8.3         An Incentive Stock Option shall not be granted to any Employee who, at the time of grant, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any "parent" or "subsidiary" of the Company within the meaning of Section 424 (e) and (f) of the Code, unless the option price per share is not less than 110% of the Fair Market Value of Company Stock on the date of grant and the option exercise period is not more than five years from the date of grant.



5.8.4         No Incentive Stock Option granted under this Plan is transferable expect by will or the laws of descent and distribution and is exercisable during the Grantee’s lifetime only by the Grantee.



5.9           Notice of Disposition; Withholding; Escrow.  A Grantee of an Incentive Stock Option shall immediately notify the Company in writing of any sale, transfer, assignment or other disposition (or action constituting a disqualifying disposition within the meaning of Section 421 of the Code) of any shares of Company Stock acquired through exercise of an Incentive Stock Option, within two (2) years after the grant of such Incentive Stock Option or within one (1) year after the acquisition of such shares, setting forth the date and manner of disposition, the number of shares disposed of and the price at which such shares were disposed of.  The Company shall be entitled to withhold from any compensation or other payments then or thereafter due to the Grantee such amounts as may be necessary to satisfy any withholding requirements of Federal (including payroll taxes) or state law or regulation and, further, to collect from the Grantee any additional amounts which may be required for such purpose.  The Committee may, in its sole discretion, require shares of Company Stock acquired by an Optionee upon exercise of an Incentive Stock Option to be held in an escrow arrangement for the purpose of enabling compliance with the provisions of this Section 5.9.



5.10         No ISO Warranty.  The Company makes no warranty that Stock Options granted under this Plan that are intended to qualify as Incentive Stock Options will, in fact, so qualify or that any qualification will not be lost in the future, including by acts or omissions of the Company or the Committee or by other cause.  If a Stock Option granted hereunder for any reason fails for whatever reason to comply with the provisions of Section 422 of the Code, and such failure is not or cannot be cured, such Option shall be a Nonqualified Stock Option.



 

Article 6.        Stock Appreciation Rights



6.1           General Requirements.  The Committee may grant stock appreciation rights ("SARs") to any Grantee (i) independently or (ii) in tandem with, any Stock Option, for all or a portion of the applicable Stock Option.  Tandem SARs may be granted, either at the time the Stock Option is granted or at any time thereafter while the Stock Option remains outstanding; provided, however, that in the case of an Incentive Stock Option, such tandem rights may be granted only at the time of the Grant of such Stock Option.  Unless the Committee determines otherwise, the base price of each SAR shall be equal to the greater of (i) the exercise price of the related Stock Option, if any, or (iii) the Fair Market Value of a share of Company Stock as of the date of grant of such SAR.



6.2           Exercise.



6.2.1         No SAR shall be exercisable more than 10 years after the date of its grant.



6.2.2         A SAR not granted in tandem with a Stock Option will become exercisable at such time or times, and on such terms and conditions, as the Committee shall specify.  Unless the Committee provides otherwise in the Grant Instrument, the provisions of Article 5 applicable to Nonqualified Stock Options, including, without limitation, those related to exercise upon termination of employment or service, shall be applicable to non-tandem SARs; provided, however, that all such SARs shall become immediately exercisable upon the occurrence of a Change of Control of the Company.



6.2.3         A SAR granted in tandem with a Stock Option will be exercisable only at such time or times, and to the extent, that the related Stock Option is exercisable and will be exercisable only in accordance with the exercise procedure for the related Stock Option.  Upon the exercise of a Stock Option, the SARs relating to the Company Stock covered by the

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related Stock Option shall terminate.  Upon the exercise of SARs, the related Stock Option shall terminate to the extent of an equal number of shares of Company Stock.



6.3           Value of SARs.  Upon a Grantee's exercise of some or all of the Grantee's SARs, the Grantee shall receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised, payable in cash, Company Stock or a combination thereof. The stock appreciation for a SAR is the difference between the base price of the SAR as described in Section 6.1 and the Fair Market Value of the underlying Company Stock on the date of exercise of such SAR.



6.4           Form of Payment.  Upon exercise of a SAR, payment shall be made in the form of shares of Company Stock, valued at their Fair Market Value on the date of exercise, in cash, or in a combination thereof, as the Committee, in its sole discretion, shall determine.  Payment by the Company of SARs shall be subject to withholding of applicable taxes in accordance with Article 13.





Article 7.           Restricted and Deferred Stock Grants



7.1           Restricted Stock.  The Committee may issue or transfer shares of Company Stock to an eligible participant under a Grant (a "Restricted Stock Grant"), upon such terms as the Committee deems appropriate.  The following provisions are applicable to Restricted Stock Grants:



7.1.1         Shares of Company Stock issued pursuant to Restricted Stock Grants may be issued for cash consideration or for no cash consideration, at the sole discretion of the Committee.  The Committee shall establish conditions under which restrictions, if any, on the transfer of shares of Company Stock shall lapse over a period of time or according to such other criteria as the Committee deems appropriate.  The period of time during which the Restricted Stock Grant will remain subject to restrictions will be designated in the Grant Instrument as the "Restriction Period."



7.1.2         If the Grantee ceases to be employed by the Company or, in the case of a Non-Employee Director, to serve or be engaged as such, during a period designated in the Grant Instrument as the Restriction Period, or if other specified conditions are not met, the Restricted Stock Grant shall terminate as to all shares covered by the Grant as to which restrictions on transfer have not lapsed and those shares of Company Stock must be immediately returned to the Company.  The Committee may, however, in its sole discretion, provide for complete or partial exceptions to this requirement as it deems appropriate, including, without limitation, upon death, Disability or Retirement (as defined in Section 5.6.4).



7.1.3         During the Restriction Period, a Grantee may not sell, assign, transfer, pledge or otherwise dispose of the shares of Company Stock to which such Restriction Period applies except to a Successor Grantee under Article 8.  Each certificate for a share issued or transferred under a Restricted Stock Grant shall contain a legend giving appropriate notice of the restrictions in the Grant.  The Grantee shall be entitled to have the Restricted Stock legend pursuant to this Section 7.1 removed from the stock certificate or certificates covering any of the shares subject to restrictions when all restrictions on such shares have lapsed.



7.1.4         During the Restriction Period, unless the Committee determines otherwise, the Grantee shall have the right to vote shares subject to the Restricted Stock Grant and to receive any dividends or other distributions paid on such shares, subject to any restrictions deemed appropriate by the Committee.



7.1.5         Except as provided by Article 14, all restrictions imposed under the Restricted Stock Grant shall lapse upon the expiration of the applicable Restriction Period and the satisfaction of any conditions imposed by the Committee.  The Committee may determine, as to any or all Restricted Stock Grants, that all the restrictions shall lapse without regard to any Restriction Period.  All restrictions under all outstanding Restricted Stock Grants shall automatically and immediately lapse upon a Change of Control.



7.2           Deferred Stock.



7.2.1         The Committee may grant a participant the right to receive shares of Company Stock to be delivered in the future (a “Deferred Stock Grant”).  Delivery of the Company Stock pursuant to a Deferred Stock Grant will take place at such time or times, and on such terms and conditions, as the Committee may determine.  The Committee may provide at the time of the Deferred Stock Grant that the stock to be delivered will be restricted stock pursuant to Section 7.1.  The Committee may at any time accelerate the time at which delivery of all or any part of the Company Stock will take place; provided, however, that unless otherwise provided by the Committee at the time of grant, the time of delivery of the deferred stock will automatically accelerate to the date of a Change of Control.



7.2.2         During any deferral period, the Grantee shall not have any rights as a shareholder with respect to the deferred shares.



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7.3           Tax Withholdings.  Delivery of stock pursuant to this Article 7 shall be subject to withholding of applicable taxes in accordance with Article 13.





Article 8.        Transferability of Grants



8.1           Limitation.  During a Grantee’s lifetime, only the Grantee may exercise rights under a Grant and Grants may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, except by will or by the laws of descent and distribution or, with respect to Grants other than Incentive Stock Options, if permitted in any specific case by the Committee, in its sole discretion.



8.2           Successor Grantee.  When a Grantee dies, the representative or other person entitled to succeed to the rights of the Grantee may exercise such rights.  A successor Grantee must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Grantee's will or under the applicable laws of descent and distribution.



 

Article 9.     Change of Control of the Company



9.1           Definitions.  As used herein, a "Change of Control" shall be deemed to have occurred if:



(i)           a liquidation or dissolution of the Company (excluding transfers to subsidiaries) or the sale of all or substantially all of the Company's assets occurs;



(ii)          as a result of a tender offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse split or sale or transfer of assets, any person or group (as such terms are used in and under Section 13(d)(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13-d under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the common stock of the Company or the combined voting power of the Company's then outstanding securities; provided, however, that for purposes of this Section 10.1, a person or group shall not include the Company or any subsidiary or any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary;



(iii)         if at least a majority of the Board at any time does not consist of individuals who were elected, or nominated for election, by directors in office at the time of such election or nomination; or



(iv)         the Company merges or consolidates with any other corporation (other than a wholly owned subsidiary) and is not the surviving corporation (or survives only as a subsidiary of another corporation); or



(v)         the occurrence of such other event as the Committee, in its sole discretion, shall designate at any time as a Change of Control.



9.2           Business Combination Transaction.  Any agreement to which the Company or any of its subsidiaries is a party which provides for any merger, consolidation, share exchange, or similar transaction of the Company with or into another corporation or other association whereby the Company is not to be the surviving or parent corporation shall provide, without limitation, for the assumption of any outstanding Grants by the surviving corporation or association or its parent and all outstanding Grants shall be subject to such agreement.  In any case where Grants are assumed by another corporation, appropriate equitable adjustments as to the number and kind of shares or other securities and the purchase or exercise price(s) shall be made.





Article 10.   Amendment and Termination of the Plan



10.1           Amendment.  The Board may amend, suspend or terminate the Plan at any time, in its discretion, subject to any required shareholder approval or any shareholder approval which the Board deems advisable for any reason, such as for the purpose of obtaining or retaining any statutory or regulatory benefits under tax, securities or other laws or satisfying any stock listing requirement.



10.2           Termination of Plan.  The Plan shall terminate on the day immediately preceding the tenth anniversary of its effective date unless terminated earlier by the Board or unless extended by the Board with the approval of the shareholders.



10.3           Termination and Amendment of Outstanding Grants.  A termination, suspension or amendment of the Plan that occurs after a Grant is made shall not materially impair the rights of a Grantee unless the Grantee consents or unless the Committee acts under Section 17.2 hereof.  The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant.  Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 17.2 hereof or may be amended by agreement of the Company and the Grantee consistent with the Plan.



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10.4           Plan Provisions Binding.  The Plan shall be the controlling document. No other statements, representations, explanatory materials or examples, oral or written, may amend the Plan in any manner.  The Plan shall be binding upon and enforceable against the Company and its successors and assigns.  In the event of any conflict between the Plan and any Grant Instrument, the Plan shall control.



 

Article 11.  Funding of the Plan



11.1           Unfunded Plan.  This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under the Plan. In no event shall interest be paid or accrued on any Grant, including unpaid installments of Grants.



 

Article 12.  Rights of Participants



12.1           No Right to Grant.  Nothing in this Plan shall entitle any Grantee or other person to any claim or right to receive a Grant under the Plan.



12.2           No Right to Employment or Retention.  Neither the Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employ of the Company or any subsidiary of the Company or any other employment or retention rights.



12.3           No Restriction on Company.  Nothing contained in the Plan shall be construed to (i) limit the right of the Company to make Grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees of the Company or any subsidiary of the Company, or for other proper corporate purpose, or (ii) limit the right of the Company to grant stock options or make other awards outside of the Plan.



 

Article 13.      Withholding of Taxes



13.1           Right to Withhold.  The Company shall have the right to deduct from all Grants paid in cash, or from other wages paid to an employee of the Company, any federal, state or local taxes required by law to be withheld with respect to such cash awards and, in the case of Grants paid in Company Stock, the Grantee or other person receiving such shares shall be required to pay to the Company the amount of any such taxes which the Company is required to withhold with respect to such Grants or the Company shall have the right to deduct from other wages paid to the employee by the Company the amount of any withholding due with respect to such Grants.  The Company also may withhold or collect amounts with respect to a disqualifying disposition of shares of Company Stock acquired pursuant to exercise of an Incentive Stock Option.



13.2           Withholding Rules and Procedures.  The Committee is authorized to adopt rules, regulations or procedures related to tax withholding, including provision for the satisfaction of a tax withholding obligation, by the retention of shares of Stock to which the Grantee would otherwise be entitled pursuant to a Grant or by the Grantee’s delivery of previously owned shares of Company Stock or other property.



 

Article 14.       Requirements for Issuance of Shares



14.1           Compliance with Law.  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.



14.2           Restrictions on Grants.  The Committee shall have the right to condition any Grant made to any Grantee hereunder on such Grantee's undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares of Company Stock as the Committee shall deem necessary or advisable as a result of any applicable law, regulation or official interpretation thereof and certificates representing such shares may be legended to reflect any such restrictions.



14.3           Share Certificates.  Certificates representing shares of Company Stock issued under the Plan will be subject to such stop-transfer orders and other restrictions as may be applicable under such laws, regulations and other obligations of the Company, including any requirement that a legend or legends be placed thereon.



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14.4           No Fractional Shares.  No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any Grant.  The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.



 

Article 15.        Forfeiture



15.1           Misconduct.  Notwithstanding anything to the contrary in the Plan, if the Committee finds, after consideration of the facts presented on behalf of the Company and the involved Grantee, that the Grantee has been engaged in fraud, embezzlement, theft, commission of a felony, or dishonesty in the course of the Grantee’s employment by or service with the Company or any subsidiary, or that the Grantee has disclosed trade secrets of the Company or its affiliates, or that the Grantee has intentionally failed to perform the individual’s stated duties, and that such actions have damaged the Company or any subsidiary in any significant manner, in the discretion of the Committee, then the Grantee shall forfeit all rights under and to all unexercised Grants, and under and to all Grants to the Grantee with respect to which the Company has not yet delivered payment or certificates for shares of Stock (as the case may be), all of which Grants and rights shall be automatically canceled.



15.2           Finality of Committee Decision.  The decision of the Committee as to the cause of the Grantee’s discharge from employment with the Company and any subsidiary shall be final for purposes of the Plan, but shall not affect the finality of the Grantee’s discharge by the Company of subsidiary for any other purposes.  The preceding provisions of this Section 15 shall not apply to any Incentive Stock Option to the extent such application would result in disqualification of the stock option as an incentive stock option under Sections 421 and 422 of the Code.





Article 16.         Right of First Refusal

 

      16.1                If at any time a Grantee desires to sell, encumber, or otherwise dispose of shares of Company Stock acquired by him or her pursuant to this Plan, he or she shall first offer the same to the Company by delivering to the President of the Company written notice disclosing: (a) the name(s) of the proposed transferee of the Company Stock; (b) the certificate number and number of shares of Company Stock proposed to be transferred or encumbered; (c) the proposed price; and (d) all other terms of the proposed transfer. Within fourteen (14) calendar days after receipt of such notice the Company shall have the option to purchase all or part of such Company Stock. If the Company decides to exercise this option, the purchase price of the Company Stock shall be the proposed price or the fair market value of the Company Stock (as determined in accordance with section 5.2.3 of the Plan) on the date such written notice is received by the Company, whichever is less.



16.2           In the event the Company does not exercise the option to purchase the Company Stock, as provided above, the Grantee shall have the right to sell, encumber, or otherwise dispose of his shares of Company Stock on the terms of the transfer set forth in the written notice to the Company, provided such transfer is effected within fifteen (15) calendar days after the expiration of the option period. If the transfer is not effected within such period, the Company must again be given an option to purchase in accordance with the provisions set forth in Section 16.1 above, at which point all time periods set forth in this Article 16 shall recommence.



16.3           The provisions of this Article 16 shall apply only to Company Stock acquired through the Plan by current or former executive officers and directors of the Company.  Each certificate issued to a current or former executive officer evidencing shares of Company Stock acquired through the Plan and each certificate issued in exchange for or upon the transfer of any such shares shall be stamped or otherwise imprinted with a legend in substantially the following form:



“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THE 2010 EMBASSY BANCORP, INC. STOCK INCENTIVE PLAN AND ARE SUBJECT TO A RIGHT OF FIRST REFUSAL CONTAINED THEREIN.  A COPY OF SUCH STOCK INCENTIVE PLAN WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF WITHIN FIVE DAYS OF WRITTEN REQUEST.”



The legend set forth above shall be removed from the certificates evidencing any shares upon waiver by the Company of its right of first refusal in accordance with Section 16.2.



 

Article 17.      Miscellaneous



17.1           Substitute Grants.  The Committee may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving the Company or any of its subsidiaries in substitution for a stock option or restricted stock grant made by such corporation ("Substituted Stock Incentives").  The terms and conditions of the substitute grant may vary from the terms and conditions required by the Plan and from those of the Substituted Stock Incentives.  The Committee shall prescribe the provisions of the substitute grants.



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17.2           Section 16 Limitations.  With respect to persons subject to Section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act.  The Committee, as it deems advisable, may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation.



17.3           Ownership of Stock.  A Grantee or successor Grantee shall have no rights as a shareholder with respect to any shares of Company Stock covered by a Grant until the shares are issued or transferred to the Grantee or successor Grantee on the stock transfer records of the Company.



17.4           Headings.  Section headings are for reference only.  In the event of a conflict between a title and the content of a Section, the content of the Section shall control.



17.5           Governing Law.  The validity, construction, interpretation and effect of the Plan and Grant Instruments issued under the Plan shall exclusively be governed by and determined in accordance with the law of the Commonwealth of Pennsylvania.



17.6    Code Section 409A. Grants are intended to be exempt from the definition of “nonqualified deferred compensation” within the meaning of Code Section 409A, and this Plan and Grants made hereunder shall be interpreted accordingly; provided that to the extent any Grant or payment under this Plan or under any Grant constitutes “nonqualified deferred compensation,” then this Plan and the Grant are intended to comply with Code Section 409A and shall be interpreted accordingly.





Article 18.     Effective Date of the Plan



18.1           The Plan was originally effective on June 16, 2010. The “Amendment Date” shall mean June 20, 2019, the date of this amendment and restatement.



 

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REVOCABLE PROXY

EMBASSY BANCORP, INC.

ANNUAL MEETING OF SHAREHOLDERS

June 20, 2019



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 2019 Annual Meeting of Shareholders to be held at the Centennial Event Center at the Homewood Suites at 3350 Center Valley Parkway, Center Valley, Pennsylvania, at 5:30 p.m. E.D.T. on Thursday, June 20, 2019, 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.)



 

 

 



2.

Proposal to approve the amendment and restatement of the 2010 Stock Incentive Plan.



 

 

☐  FOR

☐  AGAINST

☐  ABSTAIN

3.

Proposal to approve an advisory, non-binding resolution regarding executive compensation.



 

 

☐  FOR

☐  AGAINST

☐  ABSTAIN

4.

Proposal to approve an advisory, non-binding proposal on the frequency of future advisory votes regarding executive compensation.



 

 

 

☐  EVERY YEAR

☐  EVERY TWO YEARS

☐  EVERY THREE YEARS

☐  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, and 5, and every three years with respect to proposal 4.



THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3,  AND 5 AND EVERY THREE YEARS WITH RESPECT TO PROPOSAL 4.  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 20, 2019:



The Proxy Statement, the Notice of Annual Meeting of Shareholders, a form of the Proxy Card and the 2018 Annual Report to Shareholders are available at http://materials.proxyvote.com/290791.



 

 



 

 



 

 



(Signature(s) of shareholder)

(Date)



 

 



 

 



(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-10.15 3 emyb-20241231xex10_15.htm EX-10.15 Exhibit 1015

AMENDMENT NO. 2 TO

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT



THIS AMENDMENT NO. 2 TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 1st day of January, 2013, by and between DAVID M. LOBACH, JR. (“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 November 19, 2010 (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.Section 1(b) of the SERP is hereby amended such that the Normal Retirement Supplemental Pension (as defined in the SERP) shall be $127,000.



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/ Lynne M. Neel

 

/s/ David M. Lobach



EX-10.18 4 emyb-20241231xex10_18.htm EX-10.18 Exhibit 1018

AMENDMENT NO. 2 TO AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT



THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 1st day of January, 2013, 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 an Amended and Restated Supplemental Executive Retirement Plan Agreement dated November 19, 2010 (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 $178,500.



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/ David M. Lobach



 

 

 

WITNESS:

 

EXECUTIVE



 

 

 

/s/ Lynne M. Neel

 

/s/ Judith A. Hunsicker



EX-19 5 emyb-20241231xex19.htm EX-19 Exhibit 19

EXHIBIT 19

EMBASSY BANCORP, INC.

INSIDER TRADING POLICY

Board: March 2024

Revised:March 2024

(Adopted:November 2010)



The Board of Directors has adopted the following Policy which applies to all personnel (including directors and officers) of our corporation and its subsidiaries (collectively called the "Company") arising from our legal and ethical responsibilities as a public company.  Adherence to this Policy and the procedures established herein is a condition of employment by the Company.



1.Prohibition Against Trading on Material Nonpublic Information:  If you are aware of material information relating to the Company which has not yet been made available to the public for at least two (2) full days (often called "inside information"), you are prohibited from trading in our securities, directly or indirectly, and from disclosing such information to any other persons who may trade in our securities.  For purposes of this Policy, “trade” or “trading” includes bona fide gifts of Company securities.



Materiality.  Materiality involves a relatively low threshold.  Any information, positive or negative, is "material" if it might be of significance to an investor in determining whether to purchase, sell or hold our securities.  Information may be significant for this purpose even if it would not alone determine the investor's decision.  Examples of material information include, but are not limited to:



·

Earnings information;

·

Proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, tender offers, joint ventures or changes in assets;

·

New products or discoveries or developments regarding customers or suppliers;

·

Changes in control or in management;

·

Change in auditor or auditor notification that the issuer may no longer rely on an auditor’s audit report;

·

An event regarding the Company’s securities – e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of securities holders, public or private sales of additional securities; or

·

Bankruptcies or receiverships.

The foregoing list is merely illustrative, and other information or events not identified above may be deemed material to an investor. When in doubt about whether particular nonpublic information is material, you should presume it is material.  Material information is not limited to historical facts, but may also include projections and forecasts. If you are unsure whether information is material, you should either consult the Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer before making any decision to disclose such information (other than to persons who need to know it) or to trade in or recommend securities to which that information relates or assume that the information is material.

 









Nonpublic.  Insider trading prohibitions come into play only when you possess information that is material and "nonpublic." The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be "public" the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of business on the second trading day after the information was publicly disclosed before you can treat the information as public.

Once the material information is made public, trading can occur after a lapse of two (2) full trading days.  Therefore, if an announcement is made before the commencement of trading on a Monday, an employee may trade in the Company's stock starting on the Wednesday of that week, because two full trading days would have elapsed by then (all of Monday and Tuesday).  If the announcement is made on Monday after trading begins, employees may not trade in the Company's stock until Thursday. 



As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer, or assume that the information is nonpublic and treat it as confidential.



The above prohibition against trading on inside information generally reflects the requirements of law as well as the Company's Policy.  As more fully discussed below, a breach of this Policy probably will constitute a serious legal violation as well.



2.Blackout Periods for Restricted Persons:  It is the policy of this Company that no Restricted Person of the Company (as identified on Schedule A) is permitted to trade any securities of the Company during any blackout period unless the trade was made pursuant to an applicable exception from the restrictions set forth in SEC Rule 10b-5 and the trade was pre-cleared by the Company’s Chief Executive Officer, Chief Operating Officer,  or Chief Financial Officer at least three (3) business days prior to the proposed trade.  



Quarterly Blackout Periods.  Trading in the Company's securities is prohibited during the period beginning at the close of the market five (5) business days before the end of each of the first three fiscal quarters (March 31, June 30 and September 30), and ten (10) business days before the end of the 4th fiscal quarter (December 31), and in each case ending at the close of business on the second full trading day following the date the Company's financial results are publicly disclosed on a Form 10-Q or Form 10-K (or in an earnings release filed on a Form 8-K). During these periods, Covered Persons generally possess or are presumed to possess inside information about the Company's financial results.



Other Blackout Periods.  From time to time, other types of inside information regarding the Company (such as negotiation of mergers, acquisitions or dispositions, investigation

-2-

 

 











and assessment of cybersecurity incidents, etc.) may be pending and not be publicly disclosed. While such inside information is pending, the Company may impose special blackout periods during which Covered Persons are prohibited from trading in the Company's securities. If the Company imposes a special blackout period, it will notify the Restricted Persons affected.



Trading During Blackout Periods.  



The following transactions are generally impermissible during blackout periods:



·

Open market purchase or sales of Company securities;

·

Purchase or sale of Company securities through a broker;

·

Exercise of stock options where all or a portion of the acquired stock is sold during the blackout period (for example, broker-assisted cashless exercises); and

·

New cash investments, enrollment or changes in elections in a dividend reinvestment plan.



The following transactions are generally permissible during blackout periods, with the prior authorization of the Company’s Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer:



·

Exercise of stock options where no Company stock is sold in the market to fund the option exercise (for example, a regular exercise of a stock option in which the purchase price is tendered at the time of the exercise);

·

Regular investment in a dividend reinvestment plan provided; however, that the Restricted Person enrolled in the plan or last made changes in their elections during a non-blackout period;

·

Bona fide gifts of Company stock; provided, that the done of the gift first expressly agree not to dispose of the gifted Company stock until notified by the insider donor that he or she is no longer in possession of inside information;

·

Transfers of Company stock to or from a trust;

·

Transactions pursuant to pre-arranged, written plans compliant with SEC Rule 10b5-1 and pre-approved by the Company’s Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer (for additional information regarding 10b5-1 Plan, please contact the Company’s Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer); and

·

Purchases made pursuant to a Company sponsored employee stock purchase plan; provided, however, that the employee enrolled in the plan or last made changes in their elections during a non-blackout period.



Note that the limitations in Section 1 above relating to inside information remain applicable in the period when trading is permitted by this Section 2.  These two sections apply independently.  In

-3-

 

 







other words, even if you are in an open trading window, you may not trade in Company securities if you are otherwise in possession of inside information.



3.Confidentiality Generally:  Serious problems could be caused for the Company by unauthorized disclosure of internal information about the Company (or confidential information about our customers or vendors), whether or not for the purpose of facilitating improper trading in our securities.  Company personnel should not discuss internal Company matters or developments with anyone outside of the Company, except as required in the performance of regular corporate duties.



This prohibition applies specifically (but not exclusively) to inquiries about the Company which may be made by the financial press, investment analysts or others in the financial community.  It is important that all such communications on behalf of the Company be made only through an appropriately designated officer under carefully controlled circumstances.   Unless you are expressly authorized to the contrary, if you receive any inquiries of this nature, you should decline comment and refer the inquiry to Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer.



4.Information About Other Companies:  In the course of your employment or service as a director, you may become aware of inside information about other public companies – for example, loan customers or other companies with which our Company has business dealings.  You are prohibited from trading in the securities of any other public company at a time when you are in possession of inside information about such company.



5.Tipping:  Improper disclosure of inside information to another person who trades in the securities (so-called "tipping") is also a serious legal offense by the tipper and a violation of the terms of this Policy.  If you disclose inside information about our Company, or inside information about any other public company which you acquire in connection with your employment with our Company, you may be fully responsible legally for the trading of the person receiving the information from you (your "tippee") and even persons who receive the information directly or indirectly from your tippee.  Accordingly, in addition to your general obligations to maintain confidentiality of information obtained through your employment and to refrain from trading while in possession of such information, you must take utmost care not to discuss confidential or non-public information with family members, friends or others who might abuse the information by trading in securities.



6.Limitation on Certain Trading Activities:  We encourage interested employees to own our stock as a long-term investment at levels consistent with their individual financial circumstances and risk-bearing abilities (since ownership of any security entails risk).  However, Company personnel may not trade in puts, calls or similar options on our stock or sell our stock “short.”  You may, of course, exercise any stock options granted to you by the Company.  Any subsequent sale of such shares, however, is subject to this Policy.

-4-

 

 











7.Pre-clearance of Restricted Person Transactions.  In order to reduce the potential for insider trading allegations or trading during blackout periods, Restricted Persons are obligated to pre-clear with the Company’s Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer any proposed transactions in Company securities at least three (3) business days prior to the effective time of the proposed transaction. These procedures also apply to transactions by such person's spouse, other persons living in such person’s household and minor children and to transactions by entities over which such person exercises control. The officer shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain valid until the close of trading three (3) business days following the day on which it was granted. If the transaction does not occur during the three-day period, pre-clearance of the transaction must be re-requested.



8.Consequence of Violation:  The Company considers strict compliance with this Policy to be a matter of utmost importance.  We would consider any violation of this Policy by a director or employee as a threat to our reputation.  Violation of this Policy could cause extreme embarrassment and possible legal liability to you and the Company.  Knowing or willful violations of the letter or spirit of this Policy will be grounds for immediate dismissal from the Company.

A person who violates insider trading laws by engaging in transactions in a company's securities when he or she has inside information can be sentenced to a substantial jail term and required to pay a criminal penalty of several times the amount of profits gained or losses avoided.

In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed inside information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit from the transaction.

The SEC can also seek substantial civil penalties from any person who, at the time of an insider trading violation, "directly or indirectly controlled the person who committed such violation," which would apply to the Company and/or management and supervisory personnel. These control persons may be held liable for up to the greater of $1 million or three (3) times the amount of the profits gained or losses avoided. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and supervisory personnel as control persons.



9.Resolving Doubts:  If you have any doubt as to your responsibilities under this Policy, including whether information you possess could be deemed material and nonpublic, seek clarification and guidance from the Company’s Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer before you act.  Do not try to resolve uncertainties on your own.



10.A Caution About Possible Inability to Sell:  Although the Company encourages employees to own our stock as a long-term investment, all personnel must recognize that trading

-5-

 

 

in securities may be prohibited at a particular time because of the existence of inside information.  Anyone purchasing our stock must consider the inherent risk that a sale of the stock could be prohibited at a time he or she might desire to sell.  The next opportunity to sell might not occur until after an extended period, during which the market price of the stock might decline.



11.Acknowledgment.  All Restricted Persons are required to sign the attached acknowledgment and certification.

-6-

 

 

ACKNOWLEDGMENT AND CERTIFICATION

The undersigned does hereby acknowledge receipt of the Company's Insider Trading Policy. The undersigned has read and understands (or has had explained) such Policy and agrees to be governed by such Policy at all times in connection with the purchase and sale of securities and the confidentiality of nonpublic information.



 

__________________________________

(Signature)



__________________________________

(Please print name)

Date: ________________________

 







-7-

 

 



Schedule A



Restricted Persons



Directors:

Frank Banko III

Geoffrey Boyer

John Englesson

Patti Gates Smith

Bernard Lesavoy

John Pittman

John Yurconic



Named Executive Officers:

David M. Lobach, President, CEO, Chairman

Judith A. Hunsicker, FEO, CFO, COO

Diane M. Cunningham, SEVP Retail Banking

Lynne M. Neel, SEVP, Finance and Operations



Executive Leadership and Finance Officers:

Mark Casciano, SVP, Strategic Initiatives

Michael Macy, EVP, Chief Lending Officer Business Banking

Jeff Skumin, EVP, Finance

Brandi Stefanov, EVP, Branch Administration

Laura Suplee, SVP, Finance

Jennifer Tropeano, EVP, Chief Lending Officer Retail Lending









 





-8-

 

EX-21.1 6 emyb-20241231xex21_1.htm EX-21.1 Exhibit 211

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 7 emyb-20241231xex23_1.htm EX-23.1 Exhibit 231

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 17, 2025 relating to the consolidated financial statements, which appears in this annual report on Form 10-K, for the year ended December 31, 2024.





/s/ Baker Tilly US, LLP





Allentown, Pennsylvania

March 17, 2025



EX-31.1 8 emyb-20241231xex31_1.htm EX-31.1 Exhibit 311

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 17, 2025

 



EX-31.2 9 emyb-20241231xex31_2.htm EX-31.2 Exhibit 312

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 17, 2025

 



EX-32.1 10 emyb-20241231xex32_1.htm EX-32.1 Exhibit 321

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, 2024 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 17, 2025

 



 

 

 

 

 





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Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2024
Mar. 14, 2025
Jun. 30, 2024
Document and Entity Information [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2024    
Document Transition Report false    
Document Fiscal Year Focus 2024    
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    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 72,465,972
Entity Common Stock, Shares Outstanding   7,643,137  
Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement for the 2025 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, 2024
Dec. 31, 2023
ASSETS    
Cash and due from banks $ 16,399 $ 16,133
Interest bearing demand deposits with banks 79,123 61,790
Federal funds sold 1,000 1,000
Cash and Cash Equivalents 96,522 78,923
Securities available for sale 280,828 276,060
Restricted investment in bank stock 1,663 2,458
Loans receivable, net of allowance for credit losses of $12,166 in 2024; $12,461 in 2023 1,256,256 1,241,578
Premises and equipment, net of accumulated depreciation 3,322 3,734
Bank owned life insurance 36,652 26,310
Accrued interest receivable 3,604 3,298
Other assets 25,573 24,135
Total Assets 1,704,420 1,656,496
Deposits:    
Non-interest bearing 351,371 328,669
Interest bearing 1,201,588 1,147,564
Total Deposits 1,552,959 1,476,233
Securities sold under agreements to repurchase 4,895 15,237
Short-term borrowings 15,625 35,000
Accrued interest payable 7,812 7,844
Other liabilities 16,649 16,527
Total Liabilities 1,597,940 1,550,841
Stockholders' Equity:    
Common stock, $1 par value; authorized 20,000,000 shares; 2024 issued 7,792,654 shares; outstanding 7,626,292 shares; 2023 issued 7,758,247 shares; outstanding 7,596,236 shares 7,793 7,758
Surplus 28,802 28,246
Retained earnings 123,259 116,018
Accumulated other comprehensive loss (50,635) (43,700)
Treasury stock, at cost: 166,362 and 162,011 shares at December 31, 2024 and December 31, 2023, respectively (2,739) (2,667)
Total Stockholders' Equity 106,480 105,655
Total Liabilities and Stockholders' Equity $ 1,704,420 $ 1,656,496
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Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Consolidated Balance Sheets [Abstract]    
Loans receivable, allowance $ 12,166 $ 12,461
Common stock, par value $ 1 $ 1
Common stock, shares authorized 20,000,000 20,000,000
Common stock, shares issued 7,792,654 7,758,247
Common stock, shares outstanding 7,626,292 7,596,236
Treasury stock, shares 166,362 162,011
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Consolidated Statements of Income - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
INTEREST INCOME    
Loans, including fees $ 54,292 $ 48,721
Securities, taxable 6,357 6,127
Securities, non-taxable 1,186 1,223
Short-term investments, including federal funds sold 3,136 1,086
Total Interest Income 64,971 57,157
INTEREST EXPENSE    
Deposits 28,231 17,614
Securities sold under agreements to repurchase and federal funds purchased 545 292
Short-term borrowings 11 212
Total Interest Expense 28,787 18,118
Net Interest Income 36,184 39,039
CREDIT FOR CREDIT LOSSES (433) (178)
Net Interest Income after Credit for Credit Losses 36,617 39,217
OTHER NON-INTEREST INCOME    
Merchant and credit card processing fees 323 362
Debit card interchange fees 910 895
Other service fees 640 636
Bank owned life insurance 1,312 736
Total Other Non-Interest Income 3,185 2,629
OTHER NON-INTEREST EXPENSES    
Salaries and employee benefits 14,246 13,772
Occupancy and equipment 4,138 3,894
Data processing 2,941 2,954
Advertising and promotion 928 986
Professional fees 1,098 1,073
FDIC insurance 793 760
Loan & real estate 244 215
Charitable contributions 934 931
Other 1,971 1,806
Total Other Non-Interest Expenses 27,293 26,391
Income before Income Taxes 12,509 15,455
INCOME TAX EXPENSE 2,069 2,799
Net Income $ 10,440 $ 12,656
BASIC EARNINGS PER SHARE $ 1.37 $ 1.67
DILUTED EARNINGS PER SHARE 1.37 1.67
DIVIDENDS PER SHARE $ 0.42 $ 0.40
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Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Consolidated Statements of Comprehensive Income [Abstract]    
Net Income $ 10,440 $ 12,656
Change in Accumulated Other Comprehensive Loss:    
Unrealized holding (loss) gain on securities available for sale (8,779) 9,376
Less: reclassification adjustment for realized gains
Total other comprehensive income (loss), before tax (8,779) 9,376
Income tax effect 1,844 (1,969)
Net unrealized (loss) gain (6,935) 7,407
Other comprehensive (loss) income, net of tax (6,935) 7,407
Comprehensive Income $ 3,505 $ 20,063
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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]
Cumulative Effect from Change in Accounting Principle [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Loss [Member]
Treasury Stock [Member]
Director [Member]
Officer [Member]
Cumulative Effect from Change in Accounting Principle [Member]
Total
BALANCE-Beginning at Dec. 31, 2022     $ 7,740     $ 27,627   $ 106,551 $ (51,107) $ (2,535)       $ 88,276
Net income               12,656           12,656
Other comprehensive income (loss), net of tax                 7,407         7,407
Dividend declared and paid               (3,041)           (3,041)
Common stock grants $ 14     $ 243             $ 257      
Compensation expense recognized on stock grants, net of unearned compensation expense           311               311
Shares issued under employee stock purchase plan     4     65               69
Purchase treasury stock                   (132)       (132)
BALANCE-Ending at Dec. 31, 2023     7,758     28,246 $ (148) 116,018 (43,700) (2,667)     $ (148) 105,655
Net income               10,440           10,440
Other comprehensive income (loss), net of tax                 (6,935)         (6,935)
Dividend declared and paid               (3,199)           (3,199)
Common stock grants $ 19 $ 11   $ 248 $ 243           $ 267 $ 254    
Shares issued under employee stock purchase plan     5     65               70
Purchase treasury stock                   (72)       (72)
BALANCE-Ending at Dec. 31, 2024     $ 7,793     $ 28,802   $ 123,259 $ (50,635) $ (2,739)       $ 106,480
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Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dividend declared per share $ 0.42 $ 0.40
Compensation expense recognized on stock grants, unearned compensation expense $ 255 $ 332
Shares issued under employee stock purchase plan, shares 4,766 4,587
Purchased Treasury Stock I [Member]    
Purchase treasury stock, shares 4,351 4,644
Purchased treasury stock, price per share $ 16.50 $ 14.00
Purchased Treasury Stock II [Member]    
Purchase treasury stock, shares   4,573
Purchased treasury stock, price per share   $ 14.66
Director [Member]    
Common stock grants, shares 18,843 13,877
Officer [Member]    
Common stock grants, shares 10,800  
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Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 10,440 $ 12,656
Adjustments to reconcile net income to net cash provided by operating activities:    
Credit for credit losses (433) (178)
Amortization of deferred loan costs 309 234
Depreciation 1,147 915
Net accretion of investment security premiums and discounts (922) (559)
Stock compensation expense 521 568
Income on bank owned life insurance (1,312) (736)
Deferred income taxes (46) (84)
Increase in accrued interest receivable (306) (372)
Decrease in other assets 1,587 1,054
(Decrease) increase in accrued interest payable (32) 6,858
Decrease in other liabilities (1,009) (858)
Net Cash Provided by Operating Activities 9,944 19,498
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchases of securities available for sale (44,262) (4,874)
Maturities, calls and principal repayments of securities available for sale 31,637 55,741
Net increase in loans (14,554) (45,372)
Net redemption (purchase) of restricted investment in bank stock 795 (1,463)
Purchase of bank owned life insurance (9,030)  
Purchases of premises and equipment (739) (806)
Proceeds on bank owned life insurance   29
Net Cash (Used in) Provided by Investing Activities (36,153) 3,255
CASH FLOWS FROM FINANCING ACTIVITIES    
Net increase (decrease) in deposits 76,726 (44,874)
Net (decrease) increase in securities sold under agreements to repurchase (10,342) 1,853
Proceeds from Employee Stock Purchase Plan 70 69
(Decrease) increase in short-term borrowed funds (19,375) 35,000
Purchase of treasury stock (72) (132)
Dividends paid (3,199) (3,041)
Net Cash Provided by (Used in) Financing Activities 43,808 (11,125)
Net Increase in Cash and Cash Equivalents 17,599 11,628
CASH AND CASH EQUIVALENTS - BEGINNING 78,923 67,295
CASH AND CASH EQUIVALENTS - ENDING 96,522 78,923
SUPPLEMENTARY CASH FLOWS INFORMATION    
Interest paid 28,819 11,260
Income taxes paid 1,991 3,352
Non-cash Investing and Financing Activities:    
Right of use assets obtained in exchange for new operating lease liabilities $ 1,131 $ 911
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Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2024
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 the allowance for credit losses on loans.

Concentrations of Credit Risk

Most of the Company’s activities are with customers located in the Lehigh Valley area of Pennsylvania. Note 2 discusses the types of securities in which the Company invests. The concentrations of credit by type of loan are set forth in Note 3. 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 (loss). 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.
‎

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, 2024. No impairment charge was taken related to the FHLB or ACBB restricted stock as of December 31, 2023.

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.

The loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the

following classes: commercial real estate, commercial construction and commercial term loans. 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 for 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 term 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 Credit Losses

On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology.  The Company adopted ASU 2016-13 using a modified retrospective approach. At adoption, the Company increased its allowance for credit losses by $188 thousand, comprised of $113 thousand for loans receivable and $75 thousand for unfunded commitments. Upon adoption the Company recorded a cumulative effect adjustment that reduced stockholders’ equity by $148 thousand, net of tax.

The allowance for credit losses represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The measurement of expected credit losses is applicable to loans receivable and securities measured at amortized cost. It also applies to off-balance sheet credit exposures such as loan commitments and unused lines of credit. The allowance is established through a provision for credit losses that is charged against income. The methodology for determining the allowance for credit losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded allowance for credit losses. The allowance for credit losses is reported separately as a contra-asset on the Consolidated Balance Sheets. The expected credit loss for unfunded lending commitments and unfunded loan commitments, if required, is reported on the Consolidated Balance Sheets in other liabilities while the provision for credit losses related to unfunded commitments is reported on the Consolidated Statements of Income in credit for credit losses.

Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for credit 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 credit losses is adequate.

Allowance for Credit Losses on Loans Receivable

The allowance for credit losses on loans is deducted from the amortized cost basis of the loan to present the net amount expected to be collected. Expected losses are evaluated and calculated on a collective, or pooled, basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether loans within a pool continue to exhibit similar risk characteristics. If the risk characteristics of a loan change, such that they are no longer similar to other loans in the pool, the Company will evaluate the loan with a different pool of loans that share similar risk characteristics.  If the loan does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. The Company evaluates the pooling methodology at least annually. Loans are charged off against the allowance for credit losses when the Company believes the balances to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off or expected to be charged off.

The Company has chosen to segment its portfolio consistent with the manner in which it manages credit risk. Such segments include commercial real estate, commercial construction, commercial, residential real estate and consumer.

The Company estimates the allowance for credit losses on loans via a quantitative analysis which considers relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts. The Company utilizes the Open Pool method in determining expected future credit losses. This technique considers losses over the full life cycle of loan pools. The loss rate method measures the amount of loan charge–offs, net of recoveries (“credit losses”), recognized over the life of a pool by loan segment and vintage and compares those credit losses to the original loan balance of that pool as of a similar vintage. A vintage is a group of loans originated in the same annual time period. To estimate a CECL loss rate for the pool, management first identifies the credit losses recognized between the pool date and the reporting date for the pool and determines which credit losses were related to loans outstanding at the pool date. The loss rate method then divides the credit losses recognized on loans outstanding as of the pool date by the outstanding loan balance as of the pool date. The Company’s expected loss estimate is anchored in historical credit loss experience, with an emphasis on all available portfolio data.

The Company evaluates a variety of factors including third party economic forecasts, industry trends and other available published economic information in arriving at its forecasts. Also included in the allowance for credit losses on loans are qualitative reserves to cover losses that are expected but, in the Company’s assessment, may not be adequately represented in the quantitative analysis or the forecasts described above. Factors that the Company considers include changes in lending policies and procedures, national and local economic conditions, peer factors, experience, ability and depth of lenders and staff, quality of the loan review system and Board oversight, the volume and severity of past due loans and non-accrual loans, business conditions, portfolio concentrations, and the effect of external factors such as competition, legal and regulatory requirement, among others. Furthermore, the Company considers the inherent uncertainty in quantitative models that are built upon historical data.

Individually Evaluated Loans

On a case-by-case basis, the Company may conclude that a loan should be evaluated on an individual basis based on its disparate risk characteristics. When the Company determines that a loan no longer shares similar risk characteristics with other loans in the portfolio, the allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. Collateral dependent loans are those for which the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. If the fair value of the collateral is less than the amortized cost basis of the loan, the Company will charge off the difference between the fair value of the collateral, less costs to sell at the reporting date and the amortized cost basis of the loan.

Allowance for Credit Losses on Off-Balance Sheet Commitments

The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance calculation, other than those that are unconditionally cancelable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. To determine the expected funding rate, the Company uses a historical utilization rate for each segment, along with a 1% reserve on unused construction lines. As noted above, the allowance for credit losses on unfunded loan commitments, if required, is included in other liabilities on the Consolidated Balance Sheets and the related credit expense is recorded on the Consolidated Statements of Income in credit for credit losses. At December 31, 2024 and 2023, the allowance for credit losses on off-balance sheet commitments was $92 thousand and $0, respectively.

Allowance for Credit Losses on Available for Sale Securities

For available for sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more than likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available for sale (“AFS”) that do not meet the above criteria, the

Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating by a rating agency, and adverse conditions related to the security, among other factors.  If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax. The Company did not record an allowance for AFS securities on December 31, 2024 or December 31, 2023 as the investment portfolio consists primarily of mortgage-backed securities issued by FHLMC or FNMA, taxable and non-taxable municipal bonds, government agency bonds and Treasury bonds in which credit risk is deemed minimal. The securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major agencies and have a long history of no credit losses. The impact going forward will depend on the composition, characteristics, and credit quality of the loan and securities portfolios, as well as the economic conditions at future reporting periods. See Note 2 – Securities Available For Sale.

Changes in the allowance for credit losses are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the collectability of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued Interest Receivable

The Company made an accounting policy election to exclude accrued interest receivable from the amortized cost basis of loans and available for sale securities. Accrued interest receivable on loans is reported as a component of accrued interest receivable on the Consolidated Balance Sheets, totaled $2.5 million and $2.3 million at December 31, 2024 and December 31, 2023, respectively, and is excluded from the estimate of credit losses. Accrued interest receivable on available for sale securities, also a component of accrued interest receivable on the Consolidated Balance Sheets, totaled $1.1 million and $968 thousand at December 31, 2024 and December 31, 2023, respectively, and is excluded from the estimate of credit losses.

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 credit 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, 2024 and 2023.

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.


‎

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,

2024

2023

(Dollars In Thousands, Except Per Share Data)

Net income

$

10,440

$

12,656

Weighted average shares outstanding

7,614,258

7,599,729

Dilutive effect of potential common

shares, stock options

-

-

Diluted weighted average common

shares outstanding

7,614,258

7,599,729

Basic earnings per share

$

1.37

$

1.67

Diluted earnings per share

$

1.37

$

1.67

There were no stock options not considered in computing diluted earnings per common share for the years ended December 31, 2024 and December 31, 2023.

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, 2024 and 2023 were $318 thousand and $316 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 sheets, 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 statements 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.

Recent Accounting Pronouncements

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require public entities with reportable segments to provide additional and more detailed disclosures. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption permitted. The adoption of ASU 2023-07 did not have an impact on its consolidated financial statements.

Recently Issued but Not Yet Effective Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.  ASU No. 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024.  The ASU may be adopted on a prospective or retrospective basis and early adoption is permitted. The Company is currently evaluating the impact the new guidance will have on disclosures related to income taxes.

In December of 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure of certain costs and expenses in the notes to the consolidated financial statements. The amendments in this ASU will become effective for fiscal years beginning after December 15, 2026, and will be effective for interim periods with fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of the standard to our consolidated financial statement disclosures.
‎

Operating Segments

The Company operates as a single reportable segment under ASC 280, as the Chief Operating Decision Maker (CODM) reviews financial performance and allocates resources based on the consolidated results of the Company as a whole. The Company, through its bank subsidiary, provides banking services to individuals, businesses and government customers in the Lehigh Valley area of Pennsylvania. These services include 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. The Company’s primary measures of profitability and CODM key measures of overall financial performance is net interest income, which represents interest earned on loans and investment securities, net of interest expense on deposits and borrowings, levels of non-interest income and non-interest expenses and net income as reported in the consolidated statements of income. The measure of segment assets is reported on the consolidated balance sheets as total assets. Accounting policies for segments are the same as described in this Note. The Company’s CODM is the President and Chief Executive Officer.

Subsequent Events

The Company has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 2024 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. Subsequent to year end, in January 2025 the Company purchased nine (9) Treasury bonds and one (1) government agency bond totaling $33.7 million, in February 2025 the Company purchased six (6) Treasury bonds and two (2) government agency bonds totaling $17.9 million, and in March 2025 the Company purchased two (2) Treasury bonds and (2) government agency bonds totaling $14.8 million. Also subsequent to year end, in January 2025 the Company paid off the FHLB short-term borrowings of $15.6 million, as described in Note 8.

Reclassification

Certain amounts in the 2023 consolidated financial statements may have been reclassified to conform to 2024 presentation. These reclassifications had no effect on 2023 net income.
XML 27 R10.htm IDEA: XBRL DOCUMENT v3.25.1
Securities Available for Sale
 12 Months Ended
Dec. 31, 2024
Securities Available for Sale [Abstract]  
Securities Available for Sale


‎

Note 2 – Securities Available For Sale

The amortized cost and approximate fair values of securities available-for-sale were as follows at December 31, 2024 and 2023, respectively:

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

(In Thousands)

December 31, 2024:

U.S. Treasury securities

$

34,777

$

10

$

(47)

$

34,740

U.S. Government agency obligations

12,499

3

(56)

12,446

Municipal bonds

72,669

13

(14,682)

58,000

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

508

-

(72)

436

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

224,470

-

(49,264)

175,206

Total

$

344,923

$

26

$

(64,121)

$

280,828

December 31, 2023:

U.S. Treasury securities

$

14,867

$

-

$

(277)

$

14,590

U.S. Government agency obligations

2,463

-

(124)

2,339

Municipal bonds

73,128

73

(12,405)

60,796

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

509

-

(67)

442

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

240,409

2

(42,518)

197,893

Total

$

331,376

$

75

$

(55,391)

$

276,060


‎

The amortized cost and fair value of securities as of December 31, 2024, 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

$

47,276

$

47,186

Due after one year through five years

2,350

2,230

Due after five years through ten years

6,873

6,422

Due after ten years

63,446

49,348

119,945

105,186

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

508

436

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

224,470

175,206

$

344,923

$

280,828

There were no sales of securities for the years ended December 31, 2024 and December 31, 2023.

Securities with a carrying value of $152.4 million and $145.7 million at December 31, 2024 and December 31, 2023, respectively, were subject to agreements to repurchase, pledged to secure public deposits, or pledged for other purposes required or permitted by law.


‎

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, 2024 and December 31, 2023, respectively:

Less Than 12 Months

12 Months or More

Total

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

December 31, 2024:

(In Thousands)

U.S. Treasury securities

$

-

$

-

$

9,946

$

(47)

$

9,946

$

(47)

U.S. Government agency obligations

5,009

(8)

2,437

(48)

7,446

(56)

Municipal bonds

13,433

(1,248)

43,888

(13,434)

57,321

(14,682)

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

-

-

436

(72)

436

(72)

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

18

-

175,149

(49,264)

175,167

(49,264)

Total Temporarily Impaired Securities

$

18,460

$

(1,256)

$

231,856

$

(62,865)

$

250,316

$

(64,121)

December 31, 2023:

U.S. Treasury securities

$

-

$

-

$

14,590

$

(277)

$

14,590

$

(277)

U.S. Government agency obligations

-

-

2,339

(124)

2,339

(124)

Municipal bonds

5,561

(201)

52,267

(12,204)

57,828

(12,405)

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

-

-

442

(67)

442

(67)

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

-

-

197,796

(42,518)

197,796

(42,518)

Total Temporarily Impaired Securities

$

5,561

$

(201)

$

267,434

$

(55,190)

$

272,995

$

(55,391)

The Company had one hundred ninety seven (197) securities in an unrealized loss position at December 31, 2024 and one hundred eighty nine (189) securities in an unrealized loss position at December 31, 2023. The Company reviews its investment portfolio on a quarterly basis for indications of impairment due to credit-related factors or noncredit-related factors and the Company does not intend to sell the securities and has the intent and ability to hold them for a period of time sufficient for recovery of their amortized cost basis. This review includes analyzing the extent to which the fair value has been lower than the cost, the market liquidity for the investment, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. Management believes that the unrealized loss only represents temporary impairment of the securities, which are predominantly backed by credit of government agencies, and are a result of the increased market interest rates since the time of purchase, and not the credit quality of the issuer. As such, no allowance for credit losses was required on securities available for sale in an unrealized loss position at December 31, 2024 and December 31, 2023.
XML 28 R11.htm IDEA: XBRL DOCUMENT v3.25.1
Loans Receivable and Credit Quality
 12 Months Ended
Dec. 31, 2024
Loans Receivable and Credit Quality [Abstract]  
Loans Receivable and Credit Quality


‎

Note 3 – Loans Receivable and Credit Quality

The following table presents the composition of loans receivable at December 31, 2024 and December 31, 2023, respectively:

December 31,

2024

2023

(In Thousands)

Commercial real estate

$

536,594

$

539,034

Commercial construction

22,556

16,840

Commercial

39,384

33,951

Residential real estate

668,725

663,127

Consumer

475

565

Total Loans

1,267,734

1,253,517

Unearned net loan origination costs

688

522

Allowance for credit losses

(12,166)

(12,461)

Net Loans

$

1,256,256

$

1,241,578

The following tables detail the activity in the allowance for credit losses at December 31, 2024 and December 31, 2023, respectively:

Commercial Real Estate

Commercial Construction

Commercial

Residential Real Estate

Consumer

Unallocated

Total

Allowance for credit losses

(In Thousands)

Year Ending December 31, 2024

Beginning Balance - December 31, 2023

$

6,108 

$

195 

$

920 

$

5,224 

$

14 

$

-

$

12,461 

Charge-offs

-

-

-

-

(11)

-

(11)

Recoveries

240 

-

-

-

1 

-

241 

Provisions (credits) on loans

(451)

62 

(384)

222 

26 

-

(525)

Ending Balance - December 31, 2024

$

5,897 

$

257 

$

536 

$

5,446 

$

30 

$

-

$

12,166 

Year Ending December 31, 2023

Beginning Balance - December 31, 2022

$

5,113 

$

200 

$

1,289 

$

4,960 

$

13 

$

874 

$

12,449 

January 1, 2023 adoption of ASU 2016-13

492 

77 

(172)

522 

19 

(750)

188 

Charge-offs

-

-

-

-

-

-

-

Recoveries

-

-

-

2 

-

-

2 

Provisions (credits) on loans

503 

(82)

(197)

(260)

(18)

(124)

(178)

Ending Balance - December 31, 2023

$

6,108 

$

195 

$

920 

$

5,224 

$

14 

$

-

$

12,461 


‎

The following tables represent the allocation for credit losses and the related loan portfolio disaggregated based on impairment methodology at December 31, 2024 and December 31, 2023:

Commercial Real Estate

Commercial Construction

Commercial

Residential Real Estate

Consumer

Total

(In Thousands)

December 31, 2024

Allowance for Credit Losses

Ending Balance

$

5,897

$

257

$

536

$

5,446

$

30

$

12,166

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

-

$

19

$

-

$

81

$

-

$

100

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

34

$

-

$

-

$

34

Ending balance: collectively evaluated for impairment

$

5,897

$

238

$

502

$

5,365

$

30

$

12,032

Loans receivables:

Ending balance

$

536,594

$

22,556

$

39,384

$

668,725

$

475

$

1,267,734

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

1,335

$

293

$

-

$

1,378

$

-

$

3,006

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

34

$

-

$

-

$

34

Ending balance: collectively evaluated for impairment

$

535,259

$

22,263

$

39,350

$

667,347

$

475

$

1,264,694

December 31, 2023

Allowance for Credit Losses

Ending Balance

$

6,108

$

195

$

920

$

5,224

$

14

$

12,461

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

-

$

22

$

-

$

152

$

-

$

174

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

21

$

-

$

-

$

21

Ending balance: collectively evaluated for impairment

$

6,108

$

173

$

899

$

5,072

$

14

$

12,266

Loans receivables:

Ending balance

$

539,034

$

16,840

$

33,951

$

663,127

$

565

$

1,253,517

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

1,303

$

296

$

-

$

1,718

$

-

$

3,317

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

21

$

-

$

-

$

21

Ending balance: collectively evaluated for impairment

$

537,731

$

16,544

$

33,930

$

661,409

$

565

$

1,250,179


‎

The following table presents the carrying value and related allowance for credit losses of individually analyzed loans at December 31, 2024 and December 31, 2023, respectively:

December 31, 2024

December 31, 2023

Recorded Investment

Unpaid Principal Balance

Related Allowance for Credit Losses

Recorded Investment

Unpaid Principal Balance

Related Allowance for Credit Losses

(In Thousands)

With no related allowance recorded:

Commercial real estate (1)

$

1,335

$

1,335

$

1,303

$

1,543

Commercial construction (1)

55

55

55

55

Commercial (2)

-

-

-

-

Residential real estate (1)

959

963

1,202

1,206

Consumer

-

-

-

-

With an allowance recorded:

Commercial real estate

$

-

$

-

$

-

$

-

$

-

$

-

Commercial construction (1)

238

238

19

241

241

22

Commercial (2)

34

34

34

21

21

21

Residential real estate (1)

419

419

81

516

516

152

Consumer

-

-

-

-

-

-

Total:

Commercial real estate

$

1,335

$

1,335

$

-

$

1,303

$

1,543

$

-

Commercial construction

293

293

19

296

296

22

Commercial

34

34

34

21

21

21

Residential real estate

1,378

1,382

81

1,718

1,722

152

Consumer

-

-

-

-

-

-

$

3,040

$

3,044

$

134

$

3,338

$

3,582

$

195

1.All loans are real estate collateral dependent.

2.All loans are non-collateral dependent loans. 


‎

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention (potential weakness), substandard (well defined weakness) and doubtful (full collection unlikely) within the Company's internal risk rating system as of December 31, 2024 by year of origination:

2024

2023

2022

2021

2020

Prior

Revolving

Total

(In Thousands)

Commercial

real estate

Pass

$

52,579

$

59,016

$

145,905

$

48,420

$

57,430

$

164,989

$

6,920

$

535,259

Special Mention

-

-

-

136

-

-

-

136

Substandard

-

-

-

-

-

1,199

-

1,199

Total

52,579

59,016

145,905

48,556

57,430

166,188

6,920

536,594

Commercial

construction

Pass

4,438

5,092

7,544

5,161

-

28

-

22,263

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

238

55

293

Total

4,438

5,092

7,544

5,161

-

266

55

22,556

Commercial

Pass

7,407

1,501

3,290

606

2,534

11,507

9,309

36,154

Special Mention

182

-

372

354

118

19

2,185

3,230

Substandard

-

-

-

-

-

-

-

-

Total

7,589

1,501

3,662

960

2,652

11,526

11,494

39,384

Residential

real estate

Pass

77,507

64,392

87,315

143,578

128,226

144,049

22,419

667,486

Special Mention

-

-

-

-

-

419

-

419

Substandard

-

-

42

196

-

582

-

820

Total

77,507

64,392

87,357

143,774

128,226

145,050

22,419

668,725

Consumer

Pass

106

64

72

9

-

1

223

475

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

-

-

-

Total

106

64

72

9

-

1

223

475

Total

Loans Receivable

$

142,219

$

130,065

$

244,540

$

198,460

$

188,308

$

323,031

$

41,111

$

1,267,734

The Company had gross charge-offs of $11 thousand during the year ended December 31, 2024. One (1) charge-off of $5 thousand was a consumer loan originated in 2021 and one (1) charge-off of $6 thousand was a consumer loan originated in 2023.


‎

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention (potential weakness), substandard (well defined weakness) and doubtful (full collection unlikely) within the Company's internal risk rating system as of December 31, 2023 by year of origination:

2023

2022

2021

2020

2019

Prior

Revolving

Total

(In Thousands)

Commercial

real estate

Pass

$

62,467

$

160,257

$

58,094

$

64,146

$

26,835

$

157,888

$

8,094

$

537,781

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

1,253

-

1,253

Total

62,467

160,257

58,094

64,146

26,835

159,141

8,094

539,034

Commercial

construction

Pass

2,071

8,591

5,412

-

440

30

-

16,544

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

241

55

296

Total

2,071

8,591

5,412

-

440

271

55

16,840

Commercial

Pass

2,236

4,851

2,260

3,312

5,388

9,311

6,572

33,930

Special Mention

-

-

-

-

21

-

-

21

Substandard

-

-

-

-

-

-

-

-

Total

2,236

4,851

2,260

3,312

5,409

9,311

6,572

33,951

Residential

real estate

Pass

75,372

96,032

158,135

142,318

46,035

122,252

21,423

661,567

Special Mention

-

-

-

-

-

443

-

443

Substandard

-

-

-

-

173

944

-

1,117

Total

75,372

96,032

158,135

142,318

46,208

123,639

21,423

663,127

Consumer

Pass

130

118

22

1

13 

11

270

565

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

-

-

-

Total

130

118

22

1

13

11

270

565

Total

Loans Receivable

$

142,276

$

269,849

$

223,923

$

209,777

$

78,905

$

292,373

$

36,414

$

1,253,517

The Company had no loans that were charged off during the year ended December 31, 2023 and therefore no gross charge-off information is presented in the above table.


‎

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

December 31, 2024

December 31, 2023

(In Thousands)

Commercial real estate

$

136

$

-

Commercial construction

-

-

Commercial

15

-

Residential real estate

344

366

Consumer

-

-

Total

$

495

$

366

As of December 31, 2024 there were five (5) loans in non-accrual status in the amount of $495 thousand, of which one (1) loan of $15 thousand is non-collateral dependent and required a related allowance of $15 thousand. The remaining collateral dependent nonaccrual loans did not have a required related allowance. There was interest income of $14 thousand recognized for the year ended December 31, 2024, respectively, on these non-accrual loans. As of December 31, 2023, there were three (3) loans in non-accrual status in the amount of $366 thousand. There was a required related allowance of $66 thousand for these collateral dependent non-accrual loans. There was interest income recognized of $7 thousand for the year ended December 31, 2023.

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 summarized by the past due status as of December 31, 2024 and 2023, respectively:

Greater

Loan

than

Receivables >

30-59 Days

60-89 Days

90 Days

Total

Total Loan

90 Days and

Past Due

Past Due

Past Due

Past Due

Current

Receivables

Accruing

December 31, 2024

(In Thousands)

Commercial real estate

$

-

$

-

$

136

$

136

$

536,458

$

536,594

$

-

Commercial construction

-

-

-

-

22,556

22,556

-

Commercial

-

-

15

15

39,369

39,384

-

Residential real estate

752

-

215

967

667,758

668,725

-

Consumer

-

-

-

-

475

475

-

Total

$

752

$

-

$

366

$

1,118

$

1,266,616

$

1,267,734

$

-

December 31, 2023

Commercial real estate

$

630

$

-

$

-

$

630

$

538,404

$

539,034

$

-

Commercial construction

-

-

-

-

16,840

16,840

-

Commercial

-

-

-

-

33,951

33,951

-

Residential real estate

344

-

193

537

662,590

663,127

-

Consumer

-

-

-

-

565

565

-

Total

$

974

$

-

$

193

$

1,167

$

1,252,350

$

1,253,517

$

-

At December 31, 2024, the Company had no foreclosed assets and had two (2) recorded investments in mortgage loans collateralized by residential real estate property in the process of foreclosure in the amount of $216 thousand. At December 31, 2023, the Company had no foreclosed assets and had one (1) recorded investment in a mortgage loan collateralized by residential real estate property in the process of foreclosure in the amount of $121 thousand.

Based on the guidance in ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, a loan modification or refinancing results in a new loan if the terms of the new loan are at least as favorable to the lender as the terms with customers with similar collection risks that are not

refinancing or restricting their loans and the modification to the terms of the loan are more than minor. If a loan modification or refinancing does not result in a new loan, it is classified as a loan modification.

There are additional disclosures for modification of loans with borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows. The disclosures are applicable to situations where there is principal forgiveness, interest rate reductions, other than insignificant payment delays, term extensions, or a combination of any of these items. If the Company modifies any loans to borrowers in financial distress that involves principal forgiveness, the amount of principal that is forgiven is charged off against the allowance for credit losses.

The following table presents new loan modifications for credit concerns during the years ended December 31, 2024 and December 31, 2023, respectively:

Number of Loans

Pre-Modification Outstanding Balance

Post- Modification Outstanding Balance

(Dollars In Thousands)

Year Ending December 31, 2024

Residential real estate

1

$

79

$

79

1

$

79

$

79

Year Ending December 31, 2023

Residential real estate

1

$

62

$

62

1

$

62

$

62

The loan modification listed above for the year ending December 31, 2024, was to a borrower experiencing financial distress and had no reserve recorded in the allowance for credit losses at December 31, 2024. The loan also was not past due at December 31, 2024. The modified home equity loan had an extended maturity date compared to the original loan, which represents less than 0.01% of the total residential real estate loans outstanding at December 31, 2024. The loan modification listed above for the year ending December 31, 2023, was to a borrower experiencing financial distress and the modification included terming out a home equity line of credit. The home equity line of credit had a rate of 9.00%. The term out home equity line has a rate of 6.49% and a maturity date of December 2038. The loan also was not past due at December 31, 2024 and December 31, 2023. There is no commitment to lend additional amounts on these modified loans. The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. There were $136 thousand and $62 thousand of modifications to borrowers experiencing financial difficulties that were outstanding at December 31, 2024 and December 31, 2023, respectively.
XML 29 R12.htm IDEA: XBRL DOCUMENT v3.25.1
Financial Instruments with Off-Balance Sheet Risk
 12 Months Ended
Dec. 31, 2024
Financial Instruments with Off-Balance Sheet Risk [Abstract]  
Financial Instruments with Off-Balance Sheet Risk Note 4 - 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,

2024

2023

(In Thousands)

Commitments to grant loans, fixed

$

747 

$

13,825 

Commitments to grant loans, variable

3,775 

2,650 

Unfunded commitments under lines of credit, fixed

23,488 

20,850 

Unfunded commitments under lines of credit, variable

145,880 

145,351 

Standby letters of credit

6,628 

8,956 

Total

$

180,518 

$

191,632 

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.

At December 31, 2024 there was an allowance for credit losses of $92 thousand required for off balance sheet arrangements, as compared to no allowance for credit losses required for off-balance sheet arrangements at December 31, 2023.

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, 2024 and 2023 was $6.6 million and $9.0 million, respectively, and the approximate value of underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $4.9 million and $7.7 million, respectively. The current amount of the liability as of December 31, 2024 and 2023 for guarantees under standby letters of credit issued is not considered material.
XML 30 R13.htm IDEA: XBRL DOCUMENT v3.25.1
Bank Premises and Equipment
 12 Months Ended
Dec. 31, 2024
Bank Premises and Equipment [Abstract]  
Bank Premises and Equipment


‎

Note 5 - Bank Premises and Equipment

The components of premises and equipment are as follows:

December 31,

2024

2023

(In Thousands)

Furniture, fixtures and equipment

$

3,968 

$

4,536 

Leasehold improvements

4,266 

4,329 

Buildings

1,169 

1,169 

Computer equipment and data processing software

1,388 

2,157 

Automobiles

228 

170 

11,019 

12,361 

Accumulated depreciation

(7,697)

(8,627)

$

3,322 

$

3,734 
XML 31 R14.htm IDEA: XBRL DOCUMENT v3.25.1
Deposits
 12 Months Ended
Dec. 31, 2024
Deposits [Abstract]  
Deposits Note 6 – Deposits

The components of deposits:

December 31,

2024

2023

(In Thousands)

Demand, non-interest bearing

$

351,371 

$

328,669 

Demand, NOW and money market, interest bearing

270,775 

252,400 

Savings

444,102 

493,129 

Time, $250 and over

167,615 

138,765 

Time, other

319,096 

263,270 

Total deposits

$

1,552,959 

$

1,476,233 

At December 31, 2024, the scheduled maturities of time deposits are as follows (in thousands):

2025

$

433,668 

2026

47,966 

2027

3,353 

2028

1,581 

2029

143 

$

486,711 
XML 32 R15.htm IDEA: XBRL DOCUMENT v3.25.1
Securities Sold under Agreements to Repurchase and Offsetting Assets and Liabilities
 12 Months Ended
Dec. 31, 2024
Securities Sold Under Agreements to Repurchase and Offsetting Assets and Liabilities [Abstract]  
Securities Sold Under Agreements to Repurchase and Offsetting Assets and Liabilities


‎

Note 7 - 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:

2024

2023

(Dollars In Thousands)

Balance outstanding at December 31

$

4,895 

$

15,237 

Weighted average interest rate at the end of the year

2.727

%

2.659

%

Average daily balance during the year

$

17,360 

$

12,711 

Weighted average interest rate during the year

3.137

%

2.299

%

Maximum month-end balance during the year

$

21,563 

$

15,237 

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 offset 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, 2024 and December 31, 2023:

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, 2024

Repurchase Agreements:

Corporate Institutions

$

4,895

$

-

$

4,895

$

(4,895)

$

-

$

-

December 31, 2023

Repurchase Agreements:

Corporate Institutions

$

15,237

$

-

$

15,237

$

(15,237)

$

-

$

-

As of December 31, 2024 and December 31, 2023, the fair value of securities pledged was $38.1 million and $31.7 million, respectively.
XML 33 R16.htm IDEA: XBRL DOCUMENT v3.25.1
Short-Term and Long-Term Borrowings
 12 Months Ended
Dec. 31, 2024
Short-Term and Long-Term Borrowings [Abstract]  
Short-Term and Long-Term Borrowings Note 8 – 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, 2024, the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $686.2 million, of which $670.4 million is available for borrowing at December 31, 2024 due to an outstanding short-term FHLB advance of $15.6 million with an interest rate of 4.711% which matured and was repaid on January 2, 2025, as well as an outstanding letter of credit in amount of $160 thousand. This borrowing capacity with the FHLB includes a line of credit of $150.0 million. There were no long term FHLB advances outstanding as of December 31, 2024. There were $35.0 million short-term FHLB advances outstanding and no long-term FHLB advances outstanding as of December 31, 2023. All FHLB borrowings are secured by qualifying assets of 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, 2024 and December 31, 2023. Advances from this line are unsecured.

The Bank is also eligible to borrow under the Federal Reserve Bank’s discount window borrowing programs.

The Company has a revolving line of credit facility with the ACBB of $7.5 million, of which none was outstanding at December 31, 2024 and December 31, 2023. Advances from this line are unsecured. Under the terms of this facility, availability under the revolving line of credit would be reduced to $5.0 million should the Company’s net tangible ratio drop below 5% and availability would be reduced to $2.0 million should the Company’s net tangible ratio drop below 2%. If the Company’s net tangible ratio drops below 0%, the commitment is canceled.
XML 34 R17.htm IDEA: XBRL DOCUMENT v3.25.1
Employment Agreements and Supplemental Executive Retirement Plans
 12 Months Ended
Dec. 31, 2024
Employment Agreements and Supplemental Executive Retirement Plans [Abstract]  
Employment Agreements and Supplemental Executive Retirement Plans Note 9 - Employment Agreements and Supplemental Executive Retirement Plans

The Company has entered into employment agreements with its Chief Executive Officer and Chief Financial 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, 2024 and 2023, other liabilities include $8.1 million and $7.8 million, respectively, accrued under these plans. For the years

ended December 31, 2024 and 2023, $470 thousand and $575 thousand, respectively, were expensed under these plans.
XML 35 R18.htm IDEA: XBRL DOCUMENT v3.25.1
Stock Incentive Plan and Employee Stock Purchase Plan
 12 Months Ended
Dec. 31, 2024
Stock Incentive Plan and Employee Stock Purchase Plan [Abstract]  
Stock Incentive Plan and Employee Stock Purchase Plan

Note 10 - 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, 2024, there were 364,355 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, 2024, there have been 275,758 awards granted. During the years ended December 31, 2024 and 2023 there were 29,643 and 13,877 awards granted, respectively. During the years ended December 31, 2024 and 2023 the Company recognized $521 thousand and $568 thousand, respectively, in compensation expense for the restricted stock awards.


‎

Information regarding the Company’s restricted stock grants activity for the years ended December 31, 2024 and 2023 are as follows:

Restricted Stock Awards

Weighted Average Grant Date Fair Value

Non-Vested at December 31, 2022

54,351 

$

14.38 

Granted

13,877 

18.50 

Vested

(46,793)

15.48 

Forfeited

-

-

Non-Vested at December 31, 2023

21,435 

$

15.26 

Granted

29,643 

15.01 

Vested

(37,632)

14.99 

Forfeited

-

-

Non-Vested at December 31, 2024

13,446 

$

16.99 

Historically, 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 were no stock options granted and no outstanding options as of December 31, 2024 and December 31, 2023.

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 31,258 shares have been issued as of December 31, 2024. The Company recognized discount expense in relation to the employee stock purchase plan of $4 thousand and $3 thousand during the years ending December 31, 2024 and 2023 respectively.
XML 36 R19.htm IDEA: XBRL DOCUMENT v3.25.1
Other Comprehensive (Loss) Income
 12 Months Ended
Dec. 31, 2024
Other Comprehensive (Loss) Income [Abstract]  
Other Comprehensive (Loss) Income Note 11 – Other Comprehensive (Loss) 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 sheets, such items, along with net income, are components of comprehensive income. Management believes that the unrealized losses on securities available for sale are primarily a result of the increasing market interest rates since the time of purchase and the overall current market conditions.

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

Year Ended December 31,

2024

2023

(In Thousands)

Before

Tax

Net of

Before

Tax

Net of

Tax

Effect

Tax

Tax

Effect

Tax

Change in accumulated other comprehensive loss:

Unrealized holding (losses) gains on securities
‎   available for sale

$

(8,779)

$

1,844

$

(6,935)

$

9,376

$

(1,969)

$

7,407

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

-

-

-

-

-

-

Total other comprehensive (loss) income

$

(8,779)

$

1,844

$

(6,935)

$

9,376

$

(1,969)

$

7,407

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

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

There were no realized gains on securities available for sale for the years ended December 31, 2024 and 2023.

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

Securities

Available

for Sale

(In Thousands)

Year Ended December 31, 2024 and 2023

Balance January 1, 2024

$

(43,700)

Other comprehensive loss before reclassifications

(6,935)

Amounts reclassified from accumulated other
‎   comprehensive income

-

Net other comprehensive loss during the period

(6,935)

Balance December 31, 2024

$

(50,635)

Balance January 1, 2023

$

(51,107)

Other comprehensive income before reclassifications

7,407

Amounts reclassified from accumulated other
‎   comprehensive income

-

Net other comprehensive income during the period

7,407

Balance December 31, 2023

$

(43,700)
XML 37 R20.htm IDEA: XBRL DOCUMENT v3.25.1
Regulatory Matters
 12 Months Ended
Dec. 31, 2024
Regulatory Matters [Abstract]  
Regulatory Matters Note 12 - Regulatory Matters

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, 2024, 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, 2024, 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, 2024 and 2023 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, 2024:

Total capital (to risk-weighted assets)

$

169,150

14.9

%

$

≥

90,621

≥

8.0

%

$

≥

113,276

≥

10.0

%

Tier 1 common capital (to risk-weighted assets)

156,892

13.9

≥

50,974

≥

4.5

≥

73,629

≥

6.5

Tier 1 capital (to risk-weighted assets)

156,892

13.9

≥

67,965

≥

6.0

≥

90,621

≥

8.0

Tier 1 capital (to average assets)

156,892

9.0

≥

69,423

≥

4.0

≥

86,778

≥

5.0

December 31, 2023:

Total capital (to risk-weighted assets)

$

161,760

14.5

%

$

≥

89,523

≥

8.0

%

$

≥

111,904

≥

10.0

%

Tier 1 common capital (to risk-weighted assets)

149,299

13.3

≥

50,357

≥

4.5

≥

72,738

≥

6.5

Tier 1 capital (to risk-weighted assets)

149,299

13.3

≥

67,142

≥

6.0

≥

89,523

≥

8.0

Tier 1 capital (to average assets)

149,299

8.9

≥

66,787

≥

4.0

≥

83,483

≥

5.0


‎

The Company’s actual capital amounts and ratios at December 31, 2024 and 2023 are presented below:

Actual

For Capital Adequacy
‎Purposes

Amount

Ratio

Amount

Ratio

(Dollar Amounts in Thousands)

December 31, 2024:

Total capital (to risk-weighted assets)

$

169,373

15.0

%

$

≥

90,602

≥

8.0

%

Tier 1 common capital (to risk-weighted assets)

157,115

13.9

≥

50,963

≥

4.5

Tier 1 capital (to risk-weighted assets)

157,115

13.9

≥

67,951

≥

6.0

Tier 1 capital (to average assets)

157,115

9.1

≥

69,425

≥

4.0

December 31, 2023:

Total capital (to risk-weighted assets)

$

161,816

14.5

%

$

≥

89,512

≥

8.0

%

Tier 1 common capital (to risk-weighted assets)

149,355

13.3

≥

50,350

≥

4.5

Tier 1 capital (to risk-weighted assets)

149,355

13.3

≥

67,134

≥

6.0

Tier 1 capital (to average assets)

149,355

8.9

≥

66,789

≥

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.
XML 38 R21.htm IDEA: XBRL DOCUMENT v3.25.1
Fair Value of Financial Instruments
 12 Months Ended
Dec. 31, 2024
Fair Value of Financial Instruments [Abstract]  
Fair Value of Financial Instruments Note 13 - 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, 2024 and 2023 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. Treasury securities

$

-

$

34,740

$

-

$

34,740

U.S. Government agency obligations

-

12,446

-

12,446

Municipal bonds

-

58,000

-

58,000

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - commercial

-

436

-

436

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - residential

-

175,206

-

175,206

December 31, 2024 Securities available for sale

$

-

$

280,828

$

-

$

280,828

U.S. Treasury securities

$

-

$

14,590

$

-

$

14,590

U.S. Government agency obligations

-

2,339

-

2,339

Municipal bonds

-

60,796

-

60,796

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - commercial

-

442

-

442

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - residential

-

197,893

-

197,893

December 31, 2023 Securities available for sale

$

-

$

276,060

$

-

$

276,060

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, 2024 and 2023 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, 2024 Loans individually evaluated for credit losses

$

-

$

-

$

557

$

557

December 31, 2023 Loans individually evaluated for credit losses

$

-

$

-

$

583

$

583

Loans individually evaluated for credit losses are those that are accounted for under existing Financial Accounting Standards Board (“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.

At December 31, 2024, of the loans individually evaluated for credit losses having an aggregate balance of $3.0 million, $2.3 million did not require a valuation allowance because the value of the collateral, including estimated selling costs, securing the loan was determined to meet or exceed the balance owed on the loan. Of the remaining $691 thousand in loans individually evaluated for credit losses, an aggregate valuation allowance of $134 thousand was required to reflect what was determined to be a shortfall in the value of the collateral as compared to the balance on such loans.

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 December 31, 2024 and December 31, 2023, 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, 2024:

Loans individually evaluated for credit losses

$

557

Appraisal of real estate collateral

Appraisal adjustments (1)

0% to -25% (-25.0%)

and pending agreement of sale

Liquidation expenses (2)

0% to -7.5% (-7.5%)

December 31, 2023:

Loans individually evaluated for credit losses

$

583

Appraisal of real estate collateral

Appraisal adjustments (1)

0% to -25% (-24.8%)

and pending agreement of sale

Liquidation expenses (2)

0% to -10.0% (-7.5%)

(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, 2024 and 2023:

(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, 2024:

Financial assets:

Cash and cash equivalents

$

96,522

$

96,522

$

96,522

$

-

$

-

Securities available-for-sale

280,828

280,828

-

280,828

-

Loans receivable, net of allowance

1,256,256

1,155,247

-

-

1,155,247

Restricted investments in bank stock

1,663

1,663

-

1,663

-

Accrued interest receivable

3,604

3,604

-

3,604

-

Financial liabilities:

Deposits

1,552,959

1,550,360

-

1,550,360

-

Securities sold under agreements to

repurchase and federal funds purchased

4,895

4,895

-

4,895

-

Short-term borrowings

15,625

15,625

-

15,625

-

Accrued interest payable

7,812

7,812

-

7,812

-

Off-balance sheet financial instruments:

Commitments to grant loans

-

-

-

-

-

Unfunded commitments under lines of credit

-

-

-

-

-

Standby letters of credit

-

-

-

-

-

December 31, 2023:

Financial assets:

Cash and cash equivalents

$

78,923

$

78,923

$

78,923

$

-

$

-

Securities available-for-sale

276,060

276,060

-

276,060

-

Loans receivable, net of allowance

1,241,578

1,150,233

-

-

1,150,233

Restricted investments in bank stock

2,458

2,458

-

2,458

-

Accrued interest receivable

3,298

3,298

-

3,298

-

Financial liabilities:

Deposits

1,476,233

1,472,497

-

1,472,497

-

Securities sold under agreements to

repurchase and federal funds purchased

15,237

15,237

-

15,237

-

Short-term borrowings

35,000

35,000

-

35,000

-

Accrued interest payable

7,844

7,844

-

7,844

-

Off-balance sheet financial instruments:

Commitments to grant loans

-

-

-

-

-

Unfunded commitments under lines of credit

-

-

-

-

-

Standby letters of credit

-

-

-

-

-
XML 39 R22.htm IDEA: XBRL DOCUMENT v3.25.1
Transactions With Executive Officers, Directors and Principal Stockholders
 12 Months Ended
Dec. 31, 2024
Transactions With Executive Officers, Directors and Principal Stockholders [Abstract]  
Transactions With Executive Officers, Directors and Principal Stockholders Note 14 - 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).


‎

Related parties were indebted to the Company for loans totaling $14.7 million and $15.1 million at December 31, 2024 and 2023. During 2024, loans totaling $1.2 million were disbursed and loan repayments totaled $1.5 million.

Deposits with related parties were $14.8 million and $14.3 million at December 31, 2024 and 2023, respectively.

Fees paid to related parties for legal services for the years ended December 31, 2024 and 2023 were approximately $112 thousand and $54 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 15.

XML 40 R23.htm IDEA: XBRL DOCUMENT v3.25.1
Lease Commitments
 12 Months Ended
Dec. 31, 2024
Lease Commitments [Abstract]  
Lease Commitments Note 15 - 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, 2024 and 2023 the weighted average discount rate for all operating leases was 3.46% and 3.27%, respectively, with branch leases having a weighted average discount rate of 3.47% and 3.30%, respectively, and equipment leases having a weighted average discount rate of 2.24% and 0.83%, respectively. These leases expire at various dates through December 2032. All operating equipment leases do not have renewal language in their contracts and therefore use the current term. As of December 31, 2024 and 2023, the operating leases overall had a weighted average lease term of 4.21 and 4.50 years, respectively, with the branch leases having a weighted average life of 4.23 and 4.53 years, respectively, and equipment leases having a weighted average life of 2.06 and 1.56 years, respectively.

At December 31, 2024, the Company had right of use assets of $6.0 million (included in other assets) and lease liabilities of $6.0 million (included in other liabilities) and at December 31, 2023, the Company had right of use assets of $6.5 million (included in other assets) and lease liabilities of $6.6 million (included in other liabilities), respectively. The cost for operating leases was $1.8 million for the years ended December 31, 2024 and December 31, 2023, respectively. Operating cash flow paid for lease liabilities was $1.9 million for the years ended December 31, 2024 and December 31, 2023, 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, 2024, are as follows:

Branch Leases

Equipment

Third Parties

Related Parties

Leases

Total

(In Thousands)

2025

$

1,176

$

698

$

26

$

1,900

2026

1,203

671

4

1,878

2027

845

55

4

904

2028

810

-

4

814

2029

644

-

1

645

Thereafter

332

-

-

332

Total Payments

5,010

1,424

39

6,473

Less: Discount Amount

401

52

2

455

Total Lease Liability

$

4,609

$

1,372

$

37

$

6,018

Rent expense to related parties was $661 thousand for the years ended December 31, 2024 and 2023, respectively, as described in Note 14.
XML 41 R24.htm IDEA: XBRL DOCUMENT v3.25.1
Federal Income Taxes
 12 Months Ended
Dec. 31, 2024
Federal Income Taxes [Abstract]  
Federal Income Taxes Note 16 - Federal Income Taxes

The components of income tax expense are as follows:

Year Ended December 31,

2024

2023

(In Thousands)

Current

$

2,115

$

2,883

Deferred

(46)

(84)

Income Tax Expense

$

2,069

$

2,799

A reconciliation of the statutory federal income tax at a rate of 21% as of December 31, 2024 and December 31, 2023 to the income tax expense included in the consolidated statements of income is as follows:

Years Ended December 31,

2024

2023

(In Thousands)

Dollar

%

Dollar

%

Federal income tax at statutory rate

$

2,627

21.0

%

$

3,246

21.0

%

Tax-exempt interest

(334)

(2.7)

%

(344)

(2.2)

%

Bank owned life insurance

(266)

(2.1)

%

(143)

(0.9)

%

Other

42

0.3

%

40

0.2

%

Income Tax Expense

$

2,069

16.5

%

$

2,799

18.1

%

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, 2024 and 2023, 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,

2024

2023

(In Thousands)

Deferred tax assets:

Allowance for credit losses

$

2,574 

$

2,617 

Deferred compensation

1,695 

1,628 

Lease liability

1,264 

1,384 

Unrealized loss on securities available for sale

13,460 

11,616 

Other

13 

10 

Total Deferred Tax Assets

19,006 

17,255 

Deferred tax liabilities:

Premises and equipment

25 

82 

Prepaid assets

319 

279 

Deferred loan costs

586 

604 

Right of use asset

1,256 

1,360 

Total Deferred Tax Liabilities

$

2,186 

$

2,325 

Net Deferred Tax Asset

$

16,820 

$

14,930 

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.
XML 42 R25.htm IDEA: XBRL DOCUMENT v3.25.1
Parent Company Only Financial
 12 Months Ended
Dec. 31, 2024
Parent Company Only Financial [Abstract]  
Parent Company Only Financial Note 17 – Parent Company Only Financial

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

BALANCE SHEETS

December 31,

2024

2023

(In Thousands)

ASSETS

Cash

$

611 

$

443 

Other assets

52 

53 

Investment in subsidiary

106,257 

105,599 

Total Assets

$

106,920 

$

106,095 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Other liabilities

$

440 

$

440 

Stockholders’ equity

106,480 

105,655 

Total Liabilities and Stockholders’ Equity

$

106,920 

$

106,095 

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Years Ending December 31,

2024

2023

(In Thousands)

Other expenses

$

(623)

$

(613)

Equity in net income of banking subsidiary

10,938 

13,144 

Income before income taxes

10,315 

12,531 

Income tax benefit

125 

125 

Net income

$

10,440 

$

12,656 

Equity in other comprehensive (loss) income of banking subsidiary

(6,935)

7,407 

Comprehensive Income

$

3,505 

$

20,063 


‎

STATEMENTS OF CASH FLOWS

Years Ending December 31,

2024

2023

(In Thousands)

Cash Flows from Operating Activities:

Net income

$

10,440 

$

12,656 

Adjustments to reconcile net income to net cash used in

operating activities:

Stock compensation expense

521 

568 

Net change in other assets and liabilities

1 

48 

Equity in net income of banking subsidiary

(10,938)

(13,144)

Net Cash Provided By Operating Activities

24 

128 

Cash Flows Provided By Investing Activities:

Dividend from banking subsidiary

3,345 

2,871 

Cash Flows from Financing Activities:

Proceeds from employee stock purchase plan

70 

69 

Purchase of treasury stock

(72)

(132)

Dividends paid

(3,199)

(3,041)

Net Cash Used in Financing Activities

(3,201)

(3,104)

Net Increase (Decrease) in Cash

168 

(105)

Cash – Beginning

443 

548 

Cash - Ending

$

611 

$

443 


‎
XML 43 R26.htm IDEA: XBRL DOCUMENT v3.25.1
Summary of Significant Accounting Policies (Policy)
 12 Months Ended
Dec. 31, 2024
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 the allowance for credit losses on loans.
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 2 discusses the types of securities in which the Company invests. The concentrations of credit by type of loan are set forth in Note 3. 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 (loss). 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.
‎
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, 2024. No impairment charge was taken related to the FHLB or ACBB restricted stock as of December 31, 2023.

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.

The loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the

following classes: commercial real estate, commercial construction and commercial term loans. 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 for 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 term 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 Credit Losses Allowance for Credit Losses

On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology.  The Company adopted ASU 2016-13 using a modified retrospective approach. At adoption, the Company increased its allowance for credit losses by $188 thousand, comprised of $113 thousand for loans receivable and $75 thousand for unfunded commitments. Upon adoption the Company recorded a cumulative effect adjustment that reduced stockholders’ equity by $148 thousand, net of tax.

The allowance for credit losses represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The measurement of expected credit losses is applicable to loans receivable and securities measured at amortized cost. It also applies to off-balance sheet credit exposures such as loan commitments and unused lines of credit. The allowance is established through a provision for credit losses that is charged against income. The methodology for determining the allowance for credit losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded allowance for credit losses. The allowance for credit losses is reported separately as a contra-asset on the Consolidated Balance Sheets. The expected credit loss for unfunded lending commitments and unfunded loan commitments, if required, is reported on the Consolidated Balance Sheets in other liabilities while the provision for credit losses related to unfunded commitments is reported on the Consolidated Statements of Income in credit for credit losses.

Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for credit 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 credit losses is adequate.

Allowance for Credit Losses on Loans Receivable

The allowance for credit losses on loans is deducted from the amortized cost basis of the loan to present the net amount expected to be collected. Expected losses are evaluated and calculated on a collective, or pooled, basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether loans within a pool continue to exhibit similar risk characteristics. If the risk characteristics of a loan change, such that they are no longer similar to other loans in the pool, the Company will evaluate the loan with a different pool of loans that share similar risk characteristics.  If the loan does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. The Company evaluates the pooling methodology at least annually. Loans are charged off against the allowance for credit losses when the Company believes the balances to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off or expected to be charged off.

The Company has chosen to segment its portfolio consistent with the manner in which it manages credit risk. Such segments include commercial real estate, commercial construction, commercial, residential real estate and consumer.

The Company estimates the allowance for credit losses on loans via a quantitative analysis which considers relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts. The Company utilizes the Open Pool method in determining expected future credit losses. This technique considers losses over the full life cycle of loan pools. The loss rate method measures the amount of loan charge–offs, net of recoveries (“credit losses”), recognized over the life of a pool by loan segment and vintage and compares those credit losses to the original loan balance of that pool as of a similar vintage. A vintage is a group of loans originated in the same annual time period. To estimate a CECL loss rate for the pool, management first identifies the credit losses recognized between the pool date and the reporting date for the pool and determines which credit losses were related to loans outstanding at the pool date. The loss rate method then divides the credit losses recognized on loans outstanding as of the pool date by the outstanding loan balance as of the pool date. The Company’s expected loss estimate is anchored in historical credit loss experience, with an emphasis on all available portfolio data.

The Company evaluates a variety of factors including third party economic forecasts, industry trends and other available published economic information in arriving at its forecasts. Also included in the allowance for credit losses on loans are qualitative reserves to cover losses that are expected but, in the Company’s assessment, may not be adequately represented in the quantitative analysis or the forecasts described above. Factors that the Company considers include changes in lending policies and procedures, national and local economic conditions, peer factors, experience, ability and depth of lenders and staff, quality of the loan review system and Board oversight, the volume and severity of past due loans and non-accrual loans, business conditions, portfolio concentrations, and the effect of external factors such as competition, legal and regulatory requirement, among others. Furthermore, the Company considers the inherent uncertainty in quantitative models that are built upon historical data.

Individually Evaluated Loans

On a case-by-case basis, the Company may conclude that a loan should be evaluated on an individual basis based on its disparate risk characteristics. When the Company determines that a loan no longer shares similar risk characteristics with other loans in the portfolio, the allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. Collateral dependent loans are those for which the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. If the fair value of the collateral is less than the amortized cost basis of the loan, the Company will charge off the difference between the fair value of the collateral, less costs to sell at the reporting date and the amortized cost basis of the loan.

Allowance for Credit Losses on Off-Balance Sheet Commitments

The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance calculation, other than those that are unconditionally cancelable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. To determine the expected funding rate, the Company uses a historical utilization rate for each segment, along with a 1% reserve on unused construction lines. As noted above, the allowance for credit losses on unfunded loan commitments, if required, is included in other liabilities on the Consolidated Balance Sheets and the related credit expense is recorded on the Consolidated Statements of Income in credit for credit losses. At December 31, 2024 and 2023, the allowance for credit losses on off-balance sheet commitments was $92 thousand and $0, respectively.

Allowance for Credit Losses on Available for Sale Securities

For available for sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more than likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available for sale (“AFS”) that do not meet the above criteria, the

Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating by a rating agency, and adverse conditions related to the security, among other factors.  If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax. The Company did not record an allowance for AFS securities on December 31, 2024 or December 31, 2023 as the investment portfolio consists primarily of mortgage-backed securities issued by FHLMC or FNMA, taxable and non-taxable municipal bonds, government agency bonds and Treasury bonds in which credit risk is deemed minimal. The securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major agencies and have a long history of no credit losses. The impact going forward will depend on the composition, characteristics, and credit quality of the loan and securities portfolios, as well as the economic conditions at future reporting periods. See Note 2 – Securities Available For Sale.

Changes in the allowance for credit losses are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the collectability of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued Interest Receivable

The Company made an accounting policy election to exclude accrued interest receivable from the amortized cost basis of loans and available for sale securities. Accrued interest receivable on loans is reported as a component of accrued interest receivable on the Consolidated Balance Sheets, totaled $2.5 million and $2.3 million at December 31, 2024 and December 31, 2023, respectively, and is excluded from the estimate of credit losses. Accrued interest receivable on available for sale securities, also a component of accrued interest receivable on the Consolidated Balance Sheets, totaled $1.1 million and $968 thousand at December 31, 2024 and December 31, 2023, respectively, and is excluded from the estimate of credit losses.
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 credit 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, 2024 and 2023.

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.


‎

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,

2024

2023

(Dollars In Thousands, Except Per Share Data)

Net income

$

10,440

$

12,656

Weighted average shares outstanding

7,614,258

7,599,729

Dilutive effect of potential common

shares, stock options

-

-

Diluted weighted average common

shares outstanding

7,614,258

7,599,729

Basic earnings per share

$

1.37

$

1.67

Diluted earnings per share

$

1.37

$

1.67

There were no stock options not considered in computing diluted earnings per common share for the years ended December 31, 2024 and December 31, 2023.

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, 2024 and 2023 were $318 thousand and $316 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 sheets, 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 statements 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.

Recent Accounting Pronouncements and Recently Issued but Not Yet Effective Accounting Pronouncements Recent Accounting Pronouncements

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require public entities with reportable segments to provide additional and more detailed disclosures. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption permitted. The adoption of ASU 2023-07 did not have an impact on its consolidated financial statements.

Recently Issued but Not Yet Effective Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.  ASU No. 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024.  The ASU may be adopted on a prospective or retrospective basis and early adoption is permitted. The Company is currently evaluating the impact the new guidance will have on disclosures related to income taxes.

In December of 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure of certain costs and expenses in the notes to the consolidated financial statements. The amendments in this ASU will become effective for fiscal years beginning after December 15, 2026, and will be effective for interim periods with fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of the standard to our consolidated financial statement disclosures.
‎
Operating Segments Operating Segments
Subsequent Events Subsequent Events

The Company has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 2024 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. Subsequent to year end, in January 2025 the Company purchased nine (9) Treasury bonds and one (1) government agency bond totaling $33.7 million, in February 2025 the Company purchased six (6) Treasury bonds and two (2) government agency bonds totaling $17.9 million, and in March 2025 the Company purchased two (2) Treasury bonds and (2) government agency bonds totaling $14.8 million. Also subsequent to year end, in January 2025 the Company paid off the FHLB short-term borrowings of $15.6 million, as described in Note 8.
Reclassification

Reclassification

Certain amounts in the 2023 consolidated financial statements may have been reclassified to conform to 2024 presentation. These reclassifications had no effect on 2023 net income.
XML 44 R27.htm IDEA: XBRL DOCUMENT v3.25.1
Securities Sold under Agreements to Repurchase and Offsetting Assets and Liabilities (Policy)
 12 Months Ended
Dec. 31, 2024
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.
XML 45 R28.htm IDEA: XBRL DOCUMENT v3.25.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2024
Summary of Significant Accounting Policies [Abstract]  
Earnings per Share

Year Ended December 31,

2024

2023

(Dollars In Thousands, Except Per Share Data)

Net income

$

10,440

$

12,656

Weighted average shares outstanding

7,614,258

7,599,729

Dilutive effect of potential common

shares, stock options

-

-

Diluted weighted average common

shares outstanding

7,614,258

7,599,729

Basic earnings per share

$

1.37

$

1.67

Diluted earnings per share

$

1.37

$

1.67
XML 46 R29.htm IDEA: XBRL DOCUMENT v3.25.1
Securities Available for Sale (Tables)
 12 Months Ended
Dec. 31, 2024
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, 2024:

U.S. Treasury securities

$

34,777

$

10

$

(47)

$

34,740

U.S. Government agency obligations

12,499

3

(56)

12,446

Municipal bonds

72,669

13

(14,682)

58,000

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

508

-

(72)

436

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

224,470

-

(49,264)

175,206

Total

$

344,923

$

26

$

(64,121)

$

280,828

December 31, 2023:

U.S. Treasury securities

$

14,867

$

-

$

(277)

$

14,590

U.S. Government agency obligations

2,463

-

(124)

2,339

Municipal bonds

73,128

73

(12,405)

60,796

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

509

-

(67)

442

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

240,409

2

(42,518)

197,893

Total

$

331,376

$

75

$

(55,391)

$

276,060
Securities Available For Sale by Contractual Maturity

Amortized

Fair

Cost

Value

(In Thousands)

Due in one year or less

$

47,276

$

47,186

Due after one year through five years

2,350

2,230

Due after five years through ten years

6,873

6,422

Due after ten years

63,446

49,348

119,945

105,186

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

508

436

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

224,470

175,206

$

344,923

$

280,828
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, 2024:

(In Thousands)

U.S. Treasury securities

$

-

$

-

$

9,946

$

(47)

$

9,946

$

(47)

U.S. Government agency obligations

5,009

(8)

2,437

(48)

7,446

(56)

Municipal bonds

13,433

(1,248)

43,888

(13,434)

57,321

(14,682)

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

-

-

436

(72)

436

(72)

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

18

-

175,149

(49,264)

175,167

(49,264)

Total Temporarily Impaired Securities

$

18,460

$

(1,256)

$

231,856

$

(62,865)

$

250,316

$

(64,121)

December 31, 2023:

U.S. Treasury securities

$

-

$

-

$

14,590

$

(277)

$

14,590

$

(277)

U.S. Government agency obligations

-

-

2,339

(124)

2,339

(124)

Municipal bonds

5,561

(201)

52,267

(12,204)

57,828

(12,405)

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

-

-

442

(67)

442

(67)

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

-

-

197,796

(42,518)

197,796

(42,518)

Total Temporarily Impaired Securities

$

5,561

$

(201)

$

267,434

$

(55,190)

$

272,995

$

(55,391)
XML 47 R30.htm IDEA: XBRL DOCUMENT v3.25.1
Loans Receivable and Credit Quality (Tables)
 12 Months Ended
Dec. 31, 2024
Loans Receivable and Credit Quality [Abstract]  
Composition of Loans Receivable

December 31,

2024

2023

(In Thousands)

Commercial real estate

$

536,594

$

539,034

Commercial construction

22,556

16,840

Commercial

39,384

33,951

Residential real estate

668,725

663,127

Consumer

475

565

Total Loans

1,267,734

1,253,517

Unearned net loan origination costs

688

522

Allowance for credit losses

(12,166)

(12,461)

Net Loans

$

1,256,256

$

1,241,578
Activity In Allowance For Loan Losses

Commercial Real Estate

Commercial Construction

Commercial

Residential Real Estate

Consumer

Unallocated

Total

Allowance for credit losses

(In Thousands)

Year Ending December 31, 2024

Beginning Balance - December 31, 2023

$

6,108 

$

195 

$

920 

$

5,224 

$

14 

$

-

$

12,461 

Charge-offs

-

-

-

-

(11)

-

(11)

Recoveries

240 

-

-

-

1 

-

241 

Provisions (credits) on loans

(451)

62 

(384)

222 

26 

-

(525)

Ending Balance - December 31, 2024

$

5,897 

$

257 

$

536 

$

5,446 

$

30 

$

-

$

12,166 

Year Ending December 31, 2023

Beginning Balance - December 31, 2022

$

5,113 

$

200 

$

1,289 

$

4,960 

$

13 

$

874 

$

12,449 

January 1, 2023 adoption of ASU 2016-13

492 

77 

(172)

522 

19 

(750)

188 

Charge-offs

-

-

-

-

-

-

-

Recoveries

-

-

-

2 

-

-

2 

Provisions (credits) on loans

503 

(82)

(197)

(260)

(18)

(124)

(178)

Ending Balance - December 31, 2023

$

6,108 

$

195 

$

920 

$

5,224 

$

14 

$

-

$

12,461 
Allocation of Allowance for Loan Losses and Related Loan Portfolio

Commercial Real Estate

Commercial Construction

Commercial

Residential Real Estate

Consumer

Total

(In Thousands)

December 31, 2024

Allowance for Credit Losses

Ending Balance

$

5,897

$

257

$

536

$

5,446

$

30

$

12,166

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

-

$

19

$

-

$

81

$

-

$

100

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

34

$

-

$

-

$

34

Ending balance: collectively evaluated for impairment

$

5,897

$

238

$

502

$

5,365

$

30

$

12,032

Loans receivables:

Ending balance

$

536,594

$

22,556

$

39,384

$

668,725

$

475

$

1,267,734

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

1,335

$

293

$

-

$

1,378

$

-

$

3,006

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

34

$

-

$

-

$

34

Ending balance: collectively evaluated for impairment

$

535,259

$

22,263

$

39,350

$

667,347

$

475

$

1,264,694

December 31, 2023

Allowance for Credit Losses

Ending Balance

$

6,108

$

195

$

920

$

5,224

$

14

$

12,461

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

-

$

22

$

-

$

152

$

-

$

174

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

21

$

-

$

-

$

21

Ending balance: collectively evaluated for impairment

$

6,108

$

173

$

899

$

5,072

$

14

$

12,266

Loans receivables:

Ending balance

$

539,034

$

16,840

$

33,951

$

663,127

$

565

$

1,253,517

Ending balance: individually evaluated for impairment - real estate collateral dependent

$

1,303

$

296

$

-

$

1,718

$

-

$

3,317

Ending balance: individually evaluated for impairment - non-collateral dependent

$

-

$

-

$

21

$

-

$

-

$

21

Ending balance: collectively evaluated for impairment

$

537,731

$

16,544

$

33,930

$

661,409

$

565

$

1,250,179
Schedule of Impaired Loans

The following table presents the carrying value and related allowance for credit losses of individually analyzed loans at December 31, 2024 and December 31, 2023, respectively:

December 31, 2024

December 31, 2023

Recorded Investment

Unpaid Principal Balance

Related Allowance for Credit Losses

Recorded Investment

Unpaid Principal Balance

Related Allowance for Credit Losses

(In Thousands)

With no related allowance recorded:

Commercial real estate (1)

$

1,335

$

1,335

$

1,303

$

1,543

Commercial construction (1)

55

55

55

55

Commercial (2)

-

-

-

-

Residential real estate (1)

959

963

1,202

1,206

Consumer

-

-

-

-

With an allowance recorded:

Commercial real estate

$

-

$

-

$

-

$

-

$

-

$

-

Commercial construction (1)

238

238

19

241

241

22

Commercial (2)

34

34

34

21

21

21

Residential real estate (1)

419

419

81

516

516

152

Consumer

-

-

-

-

-

-

Total:

Commercial real estate

$

1,335

$

1,335

$

-

$

1,303

$

1,543

$

-

Commercial construction

293

293

19

296

296

22

Commercial

34

34

34

21

21

21

Residential real estate

1,378

1,382

81

1,718

1,722

152

Consumer

-

-

-

-

-

-

$

3,040

$

3,044

$

134

$

3,338

$

3,582

$

195

1.All loans are real estate collateral dependent.

2.All loans are non-collateral dependent loans. 
Schedule of Loan Portfolio by Origination Year

2024

2023

2022

2021

2020

Prior

Revolving

Total

(In Thousands)

Commercial

real estate

Pass

$

52,579

$

59,016

$

145,905

$

48,420

$

57,430

$

164,989

$

6,920

$

535,259

Special Mention

-

-

-

136

-

-

-

136

Substandard

-

-

-

-

-

1,199

-

1,199

Total

52,579

59,016

145,905

48,556

57,430

166,188

6,920

536,594

Commercial

construction

Pass

4,438

5,092

7,544

5,161

-

28

-

22,263

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

238

55

293

Total

4,438

5,092

7,544

5,161

-

266

55

22,556

Commercial

Pass

7,407

1,501

3,290

606

2,534

11,507

9,309

36,154

Special Mention

182

-

372

354

118

19

2,185

3,230

Substandard

-

-

-

-

-

-

-

-

Total

7,589

1,501

3,662

960

2,652

11,526

11,494

39,384

Residential

real estate

Pass

77,507

64,392

87,315

143,578

128,226

144,049

22,419

667,486

Special Mention

-

-

-

-

-

419

-

419

Substandard

-

-

42

196

-

582

-

820

Total

77,507

64,392

87,357

143,774

128,226

145,050

22,419

668,725

Consumer

Pass

106

64

72

9

-

1

223

475

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

-

-

-

Total

106

64

72

9

-

1

223

475

Total

Loans Receivable

$

142,219

$

130,065

$

244,540

$

198,460

$

188,308

$

323,031

$

41,111

$

1,267,734

The Company had gross charge-offs of $11 thousand during the year ended December 31, 2024. One (1) charge-off of $5 thousand was a consumer loan originated in 2021 and one (1) charge-off of $6 thousand was a consumer loan originated in 2023.


‎

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention (potential weakness), substandard (well defined weakness) and doubtful (full collection unlikely) within the Company's internal risk rating system as of December 31, 2023 by year of origination:

2023

2022

2021

2020

2019

Prior

Revolving

Total

(In Thousands)

Commercial

real estate

Pass

$

62,467

$

160,257

$

58,094

$

64,146

$

26,835

$

157,888

$

8,094

$

537,781

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

1,253

-

1,253

Total

62,467

160,257

58,094

64,146

26,835

159,141

8,094

539,034

Commercial

construction

Pass

2,071

8,591

5,412

-

440

30

-

16,544

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

241

55

296

Total

2,071

8,591

5,412

-

440

271

55

16,840

Commercial

Pass

2,236

4,851

2,260

3,312

5,388

9,311

6,572

33,930

Special Mention

-

-

-

-

21

-

-

21

Substandard

-

-

-

-

-

-

-

-

Total

2,236

4,851

2,260

3,312

5,409

9,311

6,572

33,951

Residential

real estate

Pass

75,372

96,032

158,135

142,318

46,035

122,252

21,423

661,567

Special Mention

-

-

-

-

-

443

-

443

Substandard

-

-

-

-

173

944

-

1,117

Total

75,372

96,032

158,135

142,318

46,208

123,639

21,423

663,127

Consumer

Pass

130

118

22

1

13 

11

270

565

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

-

-

-

Total

130

118

22

1

13

11

270

565

Total

Loans Receivable

$

142,276

$

269,849

$

223,923

$

209,777

$

78,905

$

292,373

$

36,414

$

1,253,517
Schedule of Nonaccrual Loans

December 31, 2024

December 31, 2023

(In Thousands)

Commercial real estate

$

136

$

-

Commercial construction

-

-

Commercial

15

-

Residential real estate

344

366

Consumer

-

-

Total

$

495

$

366
Schedule of Past Due Loans

Greater

Loan

than

Receivables >

30-59 Days

60-89 Days

90 Days

Total

Total Loan

90 Days and

Past Due

Past Due

Past Due

Past Due

Current

Receivables

Accruing

December 31, 2024

(In Thousands)

Commercial real estate

$

-

$

-

$

136

$

136

$

536,458

$

536,594

$

-

Commercial construction

-

-

-

-

22,556

22,556

-

Commercial

-

-

15

15

39,369

39,384

-

Residential real estate

752

-

215

967

667,758

668,725

-

Consumer

-

-

-

-

475

475

-

Total

$

752

$

-

$

366

$

1,118

$

1,266,616

$

1,267,734

$

-

December 31, 2023

Commercial real estate

$

630

$

-

$

-

$

630

$

538,404

$

539,034

$

-

Commercial construction

-

-

-

-

16,840

16,840

-

Commercial

-

-

-

-

33,951

33,951

-

Residential real estate

344

-

193

537

662,590

663,127

-

Consumer

-

-

-

-

565

565

-

Total

$

974

$

-

$

193

$

1,167

$

1,252,350

$

1,253,517

$

-
Troubled Debt Restructuring Outstanding

Number of Loans

Pre-Modification Outstanding Balance

Post- Modification Outstanding Balance

(Dollars In Thousands)

Year Ending December 31, 2024

Residential real estate

1

$

79

$

79

1

$

79

$

79

Year Ending December 31, 2023

Residential real estate

1

$

62

$

62

1

$

62

$

62
XML 48 R31.htm IDEA: XBRL DOCUMENT v3.25.1
Financial Instruments with Off-Balance Sheet Risk (Tables)
 12 Months Ended
Dec. 31, 2024
Financial Instruments with Off-Balance Sheet Risk [Abstract]  
Outstanding Financial Instruments Whose Contract Amounts Represent Credit Risk

December 31,

2024

2023

(In Thousands)

Commitments to grant loans, fixed

$

747 

$

13,825 

Commitments to grant loans, variable

3,775 

2,650 

Unfunded commitments under lines of credit, fixed

23,488 

20,850 

Unfunded commitments under lines of credit, variable

145,880 

145,351 

Standby letters of credit

6,628 

8,956 

Total

$

180,518 

$

191,632 
XML 49 R32.htm IDEA: XBRL DOCUMENT v3.25.1
Bank Premises and Equipment (Tables)
 12 Months Ended
Dec. 31, 2024
Bank Premises and Equipment [Abstract]  
Components of Premises and Equipment

December 31,

2024

2023

(In Thousands)

Furniture, fixtures and equipment

$

3,968 

$

4,536 

Leasehold improvements

4,266 

4,329 

Buildings

1,169 

1,169 

Computer equipment and data processing software

1,388 

2,157 

Automobiles

228 

170 

11,019 

12,361 

Accumulated depreciation

(7,697)

(8,627)

$

3,322 

$

3,734 
XML 50 R33.htm IDEA: XBRL DOCUMENT v3.25.1
Deposits (Tables)
 12 Months Ended
Dec. 31, 2024
Deposits [Abstract]  
Components of Deposits

December 31,

2024

2023

(In Thousands)

Demand, non-interest bearing

$

351,371 

$

328,669 

Demand, NOW and money market, interest bearing

270,775 

252,400 

Savings

444,102 

493,129 

Time, $250 and over

167,615 

138,765 

Time, other

319,096 

263,270 

Total deposits

$

1,552,959 

$

1,476,233 
Scheduled Maturities of Time Deposits

2025

$

433,668 

2026

47,966 

2027

3,353 

2028

1,581 

2029

143 

$

486,711 
XML 51 R34.htm IDEA: XBRL DOCUMENT v3.25.1
Securities Sold under Agreements to Repurchase and Offsetting Assets and Liabilities (Tables)
 12 Months Ended
Dec. 31, 2024
Securities Sold Under Agreements to Repurchase and Offsetting Assets and Liabilities [Abstract]  
Schedule of Securities Sold under Agreements to Repurchase

2024

2023

(Dollars In Thousands)

Balance outstanding at December 31

$

4,895 

$

15,237 

Weighted average interest rate at the end of the year

2.727

%

2.659

%

Average daily balance during the year

$

17,360 

$

12,711 

Weighted average interest rate during the year

3.137

%

2.299

%

Maximum month-end balance during the year

$

21,563 

$

15,237 
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, 2024

Repurchase Agreements:

Corporate Institutions

$

4,895

$

-

$

4,895

$

(4,895)

$

-

$

-

December 31, 2023

Repurchase Agreements:

Corporate Institutions

$

15,237

$

-

$

15,237

$

(15,237)

$

-

$

-
XML 52 R35.htm IDEA: XBRL DOCUMENT v3.25.1
Stock Incentive Plan and Employee Stock Purchase Plan (Tables)
 12 Months Ended
Dec. 31, 2024
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, 2022

54,351 

$

14.38 

Granted

13,877 

18.50 

Vested

(46,793)

15.48 

Forfeited

-

-

Non-Vested at December 31, 2023

21,435 

$

15.26 

Granted

29,643 

15.01 

Vested

(37,632)

14.99 

Forfeited

-

-

Non-Vested at December 31, 2024

13,446 

$

16.99 
XML 53 R36.htm IDEA: XBRL DOCUMENT v3.25.1
Other Comprehensive (Loss) Income (Tables)
 12 Months Ended
Dec. 31, 2024
Other Comprehensive (Loss) Income [Abstract]  
Components of Other Comprehensive (Loss) Income, both Before Tax and Net of Tax

Year Ended December 31,

2024

2023

(In Thousands)

Before

Tax

Net of

Before

Tax

Net of

Tax

Effect

Tax

Tax

Effect

Tax

Change in accumulated other comprehensive loss:

Unrealized holding (losses) gains on securities
‎   available for sale

$

(8,779)

$

1,844

$

(6,935)

$

9,376

$

(1,969)

$

7,407

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

-

-

-

-

-

-

Total other comprehensive (loss) income

$

(8,779)

$

1,844

$

(6,935)

$

9,376

$

(1,969)

$

7,407

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

(B) Tax effect included in income tax expense in the accompanying Consolidated Statements of Income.
Summary of Accumulated Other Comprehensive Loss, Net of Tax

Securities

Available

for Sale

(In Thousands)

Year Ended December 31, 2024 and 2023

Balance January 1, 2024

$

(43,700)

Other comprehensive loss before reclassifications

(6,935)

Amounts reclassified from accumulated other
‎   comprehensive income

-

Net other comprehensive loss during the period

(6,935)

Balance December 31, 2024

$

(50,635)

Balance January 1, 2023

$

(51,107)

Other comprehensive income before reclassifications

7,407

Amounts reclassified from accumulated other
‎   comprehensive income

-

Net other comprehensive income during the period

7,407

Balance December 31, 2023

$

(43,700)
XML 54 R37.htm IDEA: XBRL DOCUMENT v3.25.1
Regulatory Matters (Tables)
 12 Months Ended
Dec. 31, 2024
Regulatory Matters [Abstract]  
Schedule of Actual Capital Amounts and Ratios

The Bank’s actual capital amounts and ratios at December 31, 2024 and 2023 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, 2024:

Total capital (to risk-weighted assets)

$

169,150

14.9

%

$

≥

90,621

≥

8.0

%

$

≥

113,276

≥

10.0

%

Tier 1 common capital (to risk-weighted assets)

156,892

13.9

≥

50,974

≥

4.5

≥

73,629

≥

6.5

Tier 1 capital (to risk-weighted assets)

156,892

13.9

≥

67,965

≥

6.0

≥

90,621

≥

8.0

Tier 1 capital (to average assets)

156,892

9.0

≥

69,423

≥

4.0

≥

86,778

≥

5.0

December 31, 2023:

Total capital (to risk-weighted assets)

$

161,760

14.5

%

$

≥

89,523

≥

8.0

%

$

≥

111,904

≥

10.0

%

Tier 1 common capital (to risk-weighted assets)

149,299

13.3

≥

50,357

≥

4.5

≥

72,738

≥

6.5

Tier 1 capital (to risk-weighted assets)

149,299

13.3

≥

67,142

≥

6.0

≥

89,523

≥

8.0

Tier 1 capital (to average assets)

149,299

8.9

≥

66,787

≥

4.0

≥

83,483

≥

5.0


‎

The Company’s actual capital amounts and ratios at December 31, 2024 and 2023 are presented below:

Actual

For Capital Adequacy
‎Purposes

Amount

Ratio

Amount

Ratio

(Dollar Amounts in Thousands)

December 31, 2024:

Total capital (to risk-weighted assets)

$

169,373

15.0

%

$

≥

90,602

≥

8.0

%

Tier 1 common capital (to risk-weighted assets)

157,115

13.9

≥

50,963

≥

4.5

Tier 1 capital (to risk-weighted assets)

157,115

13.9

≥

67,951

≥

6.0

Tier 1 capital (to average assets)

157,115

9.1

≥

69,425

≥

4.0

December 31, 2023:

Total capital (to risk-weighted assets)

$

161,816

14.5

%

$

≥

89,512

≥

8.0

%

Tier 1 common capital (to risk-weighted assets)

149,355

13.3

≥

50,350

≥

4.5

Tier 1 capital (to risk-weighted assets)

149,355

13.3

≥

67,134

≥

6.0

Tier 1 capital (to average assets)

149,355

8.9

≥

66,789

≥

4.0
XML 55 R38.htm IDEA: XBRL DOCUMENT v3.25.1
Fair Value of Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 2024
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. Treasury securities

$

-

$

34,740

$

-

$

34,740

U.S. Government agency obligations

-

12,446

-

12,446

Municipal bonds

-

58,000

-

58,000

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - commercial

-

436

-

436

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - residential

-

175,206

-

175,206

December 31, 2024 Securities available for sale

$

-

$

280,828

$

-

$

280,828

U.S. Treasury securities

$

-

$

14,590

$

-

$

14,590

U.S. Government agency obligations

-

2,339

-

2,339

Municipal bonds

-

60,796

-

60,796

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - commercial

-

442

-

442

U.S. Government Sponsored Enterprise (GSE) -

Mortgage-backed securities - residential

-

197,893

-

197,893

December 31, 2023 Securities available for sale

$

-

$

276,060

$

-

$

276,060
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, 2024 Loans individually evaluated for credit losses

$

-

$

-

$

557

$

557

December 31, 2023 Loans individually evaluated for credit losses

$

-

$

-

$

583

$

583
Quantitative Information about Level 3 Fair Value Measurements

Quantitative Information about Level 3 Fair Value Measurements

Description

Fair Value
‎Estimate

Valuation Techniques

Unobservable Input

Range
‎(Weighted Average)

(Dollars In Thousands)

December 31, 2024:

Loans individually evaluated for credit losses

$

557

Appraisal of real estate collateral

Appraisal adjustments (1)

0% to -25% (-25.0%)

and pending agreement of sale

Liquidation expenses (2)

0% to -7.5% (-7.5%)

December 31, 2023:

Loans individually evaluated for credit losses

$

583

Appraisal of real estate collateral

Appraisal adjustments (1)

0% to -25% (-24.8%)

and pending agreement of sale

Liquidation expenses (2)

0% to -10.0% (-7.5%)

(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, 2024:

Financial assets:

Cash and cash equivalents

$

96,522

$

96,522

$

96,522

$

-

$

-

Securities available-for-sale

280,828

280,828

-

280,828

-

Loans receivable, net of allowance

1,256,256

1,155,247

-

-

1,155,247

Restricted investments in bank stock

1,663

1,663

-

1,663

-

Accrued interest receivable

3,604

3,604

-

3,604

-

Financial liabilities:

Deposits

1,552,959

1,550,360

-

1,550,360

-

Securities sold under agreements to

repurchase and federal funds purchased

4,895

4,895

-

4,895

-

Short-term borrowings

15,625

15,625

-

15,625

-

Accrued interest payable

7,812

7,812

-

7,812

-

Off-balance sheet financial instruments:

Commitments to grant loans

-

-

-

-

-

Unfunded commitments under lines of credit

-

-

-

-

-

Standby letters of credit

-

-

-

-

-

December 31, 2023:

Financial assets:

Cash and cash equivalents

$

78,923

$

78,923

$

78,923

$

-

$

-

Securities available-for-sale

276,060

276,060

-

276,060

-

Loans receivable, net of allowance

1,241,578

1,150,233

-

-

1,150,233

Restricted investments in bank stock

2,458

2,458

-

2,458

-

Accrued interest receivable

3,298

3,298

-

3,298

-

Financial liabilities:

Deposits

1,476,233

1,472,497

-

1,472,497

-

Securities sold under agreements to

repurchase and federal funds purchased

15,237

15,237

-

15,237

-

Short-term borrowings

35,000

35,000

-

35,000

-

Accrued interest payable

7,844

7,844

-

7,844

-

Off-balance sheet financial instruments:

Commitments to grant loans

-

-

-

-

-

Unfunded commitments under lines of credit

-

-

-

-

-

Standby letters of credit

-

-

-

-

-
XML 56 R39.htm IDEA: XBRL DOCUMENT v3.25.1
Lease Commitments (Tables)
 12 Months Ended
Dec. 31, 2024
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)

2025

$

1,176

$

698

$

26

$

1,900

2026

1,203

671

4

1,878

2027

845

55

4

904

2028

810

-

4

814

2029

644

-

1

645

Thereafter

332

-

-

332

Total Payments

5,010

1,424

39

6,473

Less: Discount Amount

401

52

2

455

Total Lease Liability

$

4,609

$

1,372

$

37

$

6,018
XML 57 R40.htm IDEA: XBRL DOCUMENT v3.25.1
Federal Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2024
Federal Income Taxes [Abstract]  
Components of Income Tax Expense

Year Ended December 31,

2024

2023

(In Thousands)

Current

$

2,115

$

2,883

Deferred

(46)

(84)

Income Tax Expense

$

2,069

$

2,799
Reconciliation of the Statutory Federal Income Tax

Years Ended December 31,

2024

2023

(In Thousands)

Dollar

%

Dollar

%

Federal income tax at statutory rate

$

2,627

21.0

%

$

3,246

21.0

%

Tax-exempt interest

(334)

(2.7)

%

(344)

(2.2)

%

Bank owned life insurance

(266)

(2.1)

%

(143)

(0.9)

%

Other

42

0.3

%

40

0.2

%

Income Tax Expense

$

2,069

16.5

%

$

2,799

18.1

%
Components of the Net Deferred Tax Asset (Included in Other Assets)

December 31,

2024

2023

(In Thousands)

Deferred tax assets:

Allowance for credit losses

$

2,574 

$

2,617 

Deferred compensation

1,695 

1,628 

Lease liability

1,264 

1,384 

Unrealized loss on securities available for sale

13,460 

11,616 

Other

13 

10 

Total Deferred Tax Assets

19,006 

17,255 

Deferred tax liabilities:

Premises and equipment

25 

82 

Prepaid assets

319 

279 

Deferred loan costs

586 

604 

Right of use asset

1,256 

1,360 

Total Deferred Tax Liabilities

$

2,186 

$

2,325 

Net Deferred Tax Asset

$

16,820 

$

14,930 
XML 58 R41.htm IDEA: XBRL DOCUMENT v3.25.1
Parent Company Only Financial (Tables)
 12 Months Ended
Dec. 31, 2024
Parent Company Only Financial [Abstract]  
Parent Company Only Condensed Balance Sheets

December 31,

2024

2023

(In Thousands)

ASSETS

Cash

$

611 

$

443 

Other assets

52 

53 

Investment in subsidiary

106,257 

105,599 

Total Assets

$

106,920 

$

106,095 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Other liabilities

$

440 

$

440 

Stockholders’ equity

106,480 

105,655 

Total Liabilities and Stockholders’ Equity

$

106,920 

$

106,095 
Parent Company Only Condensed Statements of Income and Comprehensive Income

Years Ending December 31,

2024

2023

(In Thousands)

Other expenses

$

(623)

$

(613)

Equity in net income of banking subsidiary

10,938 

13,144 

Income before income taxes

10,315 

12,531 

Income tax benefit

125 

125 

Net income

$

10,440 

$

12,656 

Equity in other comprehensive (loss) income of banking subsidiary

(6,935)

7,407 

Comprehensive Income

$

3,505 

$

20,063 
Parent Company Only Condensed Statements of Cash Flows

Years Ending December 31,

2024

2023

(In Thousands)

Cash Flows from Operating Activities:

Net income

$

10,440 

$

12,656 

Adjustments to reconcile net income to net cash used in

operating activities:

Stock compensation expense

521 

568 

Net change in other assets and liabilities

1 

48 

Equity in net income of banking subsidiary

(10,938)

(13,144)

Net Cash Provided By Operating Activities

24 

128 

Cash Flows Provided By Investing Activities:

Dividend from banking subsidiary

3,345 

2,871 

Cash Flows from Financing Activities:

Proceeds from employee stock purchase plan

70 

69 

Purchase of treasury stock

(72)

(132)

Dividends paid

(3,199)

(3,041)

Net Cash Used in Financing Activities

(3,201)

(3,104)

Net Increase (Decrease) in Cash

168 

(105)

Cash – Beginning

443 

548 

Cash - Ending

$

611 

$

443 
XML 59 R42.htm IDEA: XBRL DOCUMENT v3.25.1
Summary of Significant Accounting Policies (Narrative) (Details)
 1 Months Ended 12 Months Ended
Mar. 17, 2025
USD ($)
item
Feb. 28, 2025
USD ($)
item
Jan. 31, 2025
USD ($)
item
Dec. 31, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
Summary Of Significant Accounting Policies [Line Items]            
Loan receivable, threshold period past due       90 days    
Impairment of restricted stock       $ 0 $ 0  
Other real estate, foreclosed assets, and repossessed assets       $ 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       $ 318,000 316,000  
Allowance for loan losses       12,166,000 12,461,000 $ 12,449,000
Accrued interest receivable       3,604,000 3,298,000  
Stockholders' equity       $ 106,480,000 105,655,000 88,276,000
Unused construction Lines       1.00%    
Allowance required for credit losses on off-balance sheet commitments       $ 92,000 0  
Cumulative Effect from Change in Accounting Principle [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Allowance for loan losses         188,000  
Stockholders' equity         $ (148,000)  
Subsequent Event [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Purchase of total bond $ 14,800,000 $ 17,900,000 $ 33,700,000      
Stock Options [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Antidilutive securities excluded from computation of diluted earnings per share | shares       0 0  
Commercial Real Estate [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Allowance for loan losses       $ 5,897,000 $ 6,108,000 5,113,000
Commercial Real Estate [Member] | Cumulative Effect from Change in Accounting Principle [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Allowance for loan losses         492,000  
Residential Real Estate [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Allowance for loan losses       $ 5,446,000 5,224,000 $ 4,960,000
Residential Real Estate [Member] | Cumulative Effect from Change in Accounting Principle [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Allowance for loan losses         522,000  
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    
Federal Home Loan Bank Advances Short-Term [Member] | Subsequent Event [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Repayment of FHLB borrowings     $ 15,600,000      
Unfunded commitments [Member] | Cumulative Effect from Change in Accounting Principle [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Allowance for loan losses         75,000  
Loans Receivable [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Accrued interest receivable       $ 2,500,000 2,300,000  
Loans Receivable [Member] | Cumulative Effect from Change in Accounting Principle [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Allowance for loan losses         113,000  
Home Equity Loan [Member] | Maximum [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Loans amortization period       25 years    
Securities Available for Sale [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Accrued interest receivable       $ 1,100,000 $ 968,000  
Treasury Bonds [Member] | Subsequent Event [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Number of bonds | item 2 6 9      
Government Agency Bond [Member] | Subsequent Event [Member]            
Summary Of Significant Accounting Policies [Line Items]            
Number of bonds | item 2 2 1      
XML 60 R43.htm IDEA: XBRL DOCUMENT v3.25.1
Summary of Significant Accounting Policies (Earnings Per Share) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]    
Net income $ 10,440 $ 12,656
Weighted average shares outstanding 7,614,258 7,599,729
Diluted weighted average common shares outstanding 7,614,258 7,599,729
Basic earnings per share $ 1.37 $ 1.67
Diluted earnings per share $ 1.37 $ 1.67
XML 61 R44.htm IDEA: XBRL DOCUMENT v3.25.1
Securities Available for Sale (Narrative) (Details)
 12 Months Ended
Dec. 31, 2024
USD ($)
security
Dec. 31, 2023
USD ($)
security
Securities Available for Sale [Abstract]    
Securities pledged as collateral $ 152,400,000 $ 145,700,000
Sale of securities $ 0 $ 0
Securities in an unrealized loss position | security 197 189
Available for sale debt securities, allowance for credit loss $ 0 $ 0
XML 62 R45.htm IDEA: XBRL DOCUMENT v3.25.1
Securities Available for Sale (Amortized Cost and Fair Values of Securities Available For Sale) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost $ 344,923 $ 331,376
Gross Unrealized Gains 26 75
Gross Unrealized Losses (64,121) (55,391)
Fair Value 280,828 276,060
US Treasury Securities [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost 34,777 14,867
Gross Unrealized Gains 10  
Gross Unrealized Losses (47) (277)
Fair Value 34,740 14,590
U.S Government Agency Obligations [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost 12,499 2,463
Gross Unrealized Gains 3  
Gross Unrealized Losses (56) (124)
Fair Value 12,446 2,339
Municipal Bonds [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost 72,669 73,128
Gross Unrealized Gains 13 73
Gross Unrealized Losses (14,682) (12,405)
Fair Value 58,000 60,796
U.S. GSE - Mortgage-backed Securities [Member] | Commercial Real Estates [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost 508 509
Gross Unrealized Losses (72) (67)
Fair Value 436 442
U.S. GSE - Mortgage-backed Securities [Member] | Residential [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost 224,470 240,409
Gross Unrealized Gains   2
Gross Unrealized Losses (49,264) (42,518)
Fair Value $ 175,206 $ 197,893
XML 63 R46.htm IDEA: XBRL DOCUMENT v3.25.1
Securities Available for Sale (Securities Available For Sale by Contractual Maturity) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost, Due in one year or less $ 47,276  
Amortized Cost, Due after one year through five years 2,350  
Amortized Cost, Due after five years through ten years 6,873  
Amortized Cost, Due after ten years 63,446  
Amortized Cost, Debt securities expected maturity 119,945  
Amortized Cost, Debt Maturities, Total 344,923 $ 331,376
Fair Value, Due in one year or less 47,186  
Fair Value, Due after one year through five years 2,230  
Fair Value, Due after five years through ten years 6,422  
Fair Value, Due after ten years 49,348  
Fair Value, Debt securities expected maturity 105,186  
Fair Value, Debt maturities, Total 280,828 276,060
U.S. GSE - Mortgage-backed Securities [Member] | Commercial Real Estates [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost, U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities 508  
Amortized Cost, Debt Maturities, Total 508 509
Fair Value, U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities 436  
Fair Value, Debt maturities, Total 436 442
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 224,470  
Amortized Cost, Debt Maturities, Total 224,470 240,409
Fair Value, U.S. Government Sponsored Enterprise (GSE) - Mortgage-backed securities 175,206  
Fair Value, Debt maturities, Total $ 175,206 $ 197,893
XML 64 R47.htm IDEA: XBRL DOCUMENT v3.25.1
Securities Available for Sale (Investments Gross Unrealized Losses and Fair Value) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Schedule of Available-for-sale Securities [Line Items]    
Fair Value, Less Than 12 Months $ 18,460 $ 5,561
Fair Value, 12 Months or More 231,856 267,434
Fair Value, Total 250,316 272,995
Unrealized Losses, Less Than 12 Months (1,256) (201)
Unrealized Losses, 12 Months or More (62,865) (55,190)
Unrealized Losses, Total (64,121) (55,391)
US Treasury Securities [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Fair Value, 12 Months or More 9,946 14,590
Fair Value, Total 9,946 14,590
Unrealized Losses, 12 Months or More (47) (277)
Unrealized Losses, Total (47) (277)
U.S Government Agency Obligations [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Fair Value, Less Than 12 Months 5,009  
Fair Value, 12 Months or More 2,437 2,339
Fair Value, Total 7,446 2,339
Unrealized Losses, Less Than 12 Months (8)  
Unrealized Losses, 12 Months or More (48) (124)
Unrealized Losses, Total (56) (124)
Municipal Bonds [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Fair Value, Less Than 12 Months 13,433 5,561
Fair Value, 12 Months or More 43,888 52,267
Fair Value, Total 57,321 57,828
Unrealized Losses, Less Than 12 Months (1,248) (201)
Unrealized Losses, 12 Months or More (13,434) (12,204)
Unrealized Losses, Total (14,682) (12,405)
Commercial Real Estates [Member] | U.S. GSE - Mortgage-backed Securities [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Fair Value, 12 Months or More 436 442
Fair Value, Total 436 442
Unrealized Losses, 12 Months or More (72) (67)
Unrealized Losses, Total (72) (67)
Residential [Member] | U.S. GSE - Mortgage-backed Securities [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Fair Value, Less Than 12 Months 18  
Fair Value, 12 Months or More 175,149 197,796
Fair Value, Total 175,167 197,796
Unrealized Losses, 12 Months or More (49,264) (42,518)
Unrealized Losses, Total $ (49,264) $ (42,518)
XML 65 R48.htm IDEA: XBRL DOCUMENT v3.25.1
Loans Receivable and Credit Quality (Narrative) (Details)
 12 Months Ended
Dec. 31, 2024
USD ($)
loan
item
Dec. 31, 2023
USD ($)
loan
item
Financing Receivable, Modifications [Line Items]    
Charge-offs $ 11,000 $ 0
Number of loans | loan 1  
Number of loans collateralized by residential real estate in process of foreclosure | item 2 1
Modifications outstanding $ 136,000 $ 62,000
Number of contracts modified on loans outstanding | loan 1 1
Number of loans requiring impairment reserve | loan 0  
Non-accrual loans $ 495,000 $ 366,000
Number of loans in non-accrual status | loan 5 3
Non-accrual interest income $ 14,000 $ 7,000
Non-accrual, allowance $ 15,000 $ 66,000
Non-Collateral Dependent [Member]    
Financing Receivable, Modifications [Line Items]    
Number of loans in non-accrual status | loan 1  
Non-accrual, allowance $ 15,000  
Residential Real Estate [Member]    
Financing Receivable, Modifications [Line Items]    
Number of contracts modified on loans outstanding | loan 1 1
Non-accrual loans $ 344,000 $ 366,000
Interest rate   9.00%
Term rate   6.49%
Commitment to lend $ 0  
Residential Real Estate [Member] | Maximum [Member]    
Financing Receivable, Modifications [Line Items]    
Percentage of total loans outstanding 0.01%  
Residential Real Estate [Member] | Substandard [Member]    
Financing Receivable, Modifications [Line Items]    
Real estate foreclosed assets $ 0 $ 0
Loans collateralized by residential real estate in process of foreclosure 216,000 121,000
Consumer [Member]    
Financing Receivable, Modifications [Line Items]    
Charge-offs 11,000  
2021, Gross charge-offs 5,000  
2023, Gross charge-offs $ 6,000  
Number of loans | loan 1  
Non-accrual loans
XML 66 R49.htm IDEA: XBRL DOCUMENT v3.25.1
Loans Receivable and Credit Quality (Composition of Loans Receivable) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Receivable, Gross $ 1,267,734 $ 1,253,517  
Unearned net loan origination costs 688 522  
Allowance for credit losses (12,166) (12,461) $ (12,449)
Net Loans 1,256,256 1,241,578  
Commercial Real Estate [Member]      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Receivable, Gross 536,594 539,034  
Allowance for credit losses (5,897) (6,108) (5,113)
Commercial [Member]      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Receivable, Gross 39,384 33,951  
Allowance for credit losses (536) (920) (1,289)
Residential Real Estate [Member]      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Receivable, Gross 668,725 663,127  
Allowance for credit losses (5,446) (5,224) (4,960)
Consumer [Member]      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Receivable, Gross 475 565  
Allowance for credit losses (30) (14) (13)
Construction [Member] | Commercial Real Estate [Member]      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Receivable, Gross 22,556 16,840  
Allowance for credit losses (257) (195)  
Construction [Member] | Commercial [Member]      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Receivable, Gross 22,556 16,840  
Allowance for credit losses $ (257) $ (195) $ (200)
XML 67 R50.htm IDEA: XBRL DOCUMENT v3.25.1
Loans Receivable and Credit Quality (Activity in Allowance for Loan Losses) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance $ 12,461,000 $ 12,449,000
Charge-offs (11,000) 0
Recoveries 241,000 2,000
Provisions (credits) on loans (525,000) (178,000)
Ending balance 12,166,000 12,461,000
Commercial Real Estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 6,108,000 5,113,000
Recoveries 240,000  
Provisions (credits) on loans (451,000) 503,000
Ending balance 5,897,000 6,108,000
Commercial Real Estate [Member] | Construction [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 195,000  
Ending balance 257,000 195,000
Commercial [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 920,000 1,289,000
Provisions (credits) on loans (384,000) (197,000)
Ending balance 536,000 920,000
Commercial [Member] | Construction [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 195,000 200,000
Provisions (credits) on loans 62,000 (82,000)
Ending balance 257,000 195,000
Residential Real Estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 5,224,000 4,960,000
Recoveries   2,000
Provisions (credits) on loans 222,000 (260,000)
Ending balance 5,446,000 5,224,000
Consumer [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 14,000 13,000
Charge-offs (11,000)  
Recoveries 1,000  
Provisions (credits) on loans 26,000 (18,000)
Ending balance 30,000 14,000
Unallocated [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance   874,000
Provisions (credits) on loans   (124,000)
Cumulative Effect from Change in Accounting Principle [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 188,000  
Ending balance   188,000
Cumulative Effect from Change in Accounting Principle [Member] | Commercial Real Estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 492,000  
Ending balance   492,000
Cumulative Effect from Change in Accounting Principle [Member] | Commercial [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance (172,000)  
Ending balance   (172,000)
Cumulative Effect from Change in Accounting Principle [Member] | Commercial [Member] | Construction [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 77,000  
Ending balance   77,000
Cumulative Effect from Change in Accounting Principle [Member] | Residential Real Estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 522,000  
Ending balance   522,000
Cumulative Effect from Change in Accounting Principle [Member] | Consumer [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance 19,000  
Ending balance   19,000
Cumulative Effect from Change in Accounting Principle [Member] | Unallocated [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Beginning balance $ (750,000)  
Ending balance   $ (750,000)
XML 68 R51.htm IDEA: XBRL DOCUMENT v3.25.1
Loans Receivable and Credit Quality (Allocation of Allowance for Loan Losses and Related Loan Portfolio) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance $ 12,166 $ 12,461 $ 12,449
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 12,032 12,266  
Total Past Due 1,267,734 1,253,517  
Loans receivable, Ending balance: collectively evaluated for impairment 1,264,694 1,250,179  
Collateral Dependent [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending balance: individually evaluated for impairment 100 174  
Loans receivable, Ending balance: individually evaluated for impairment 3,006 3,317  
Non-Collateral Dependent [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending balance: individually evaluated for impairment 34 21  
Loans receivable, Ending balance: individually evaluated for impairment 34 21  
Commercial Real Estate [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 5,897 6,108 5,113
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 5,897 6,108  
Total Past Due 536,594 539,034  
Loans receivable, Ending balance: collectively evaluated for impairment 535,259 537,731  
Commercial Real Estate [Member] | Collateral Dependent [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Loans receivable, Ending balance: individually evaluated for impairment 1,335 1,303  
Commercial Real Estate [Member] | Construction [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 257 195  
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 238 173  
Total Past Due 22,556 16,840  
Loans receivable, Ending balance: collectively evaluated for impairment 22,263 16,544  
Commercial Real Estate [Member] | Construction [Member] | Collateral Dependent [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending balance: individually evaluated for impairment 19 22  
Loans receivable, Ending balance: individually evaluated for impairment 293 296  
Commercial [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 536 920 1,289
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 502 899  
Total Past Due 39,384 33,951  
Loans receivable, Ending balance: collectively evaluated for impairment 39,350 33,930  
Commercial [Member] | Non-Collateral Dependent [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending balance: individually evaluated for impairment 34 21  
Loans receivable, Ending balance: individually evaluated for impairment 34 21  
Commercial [Member] | Construction [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 257 195 200
Total Past Due 22,556 16,840  
Residential Real Estate [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 5,446 5,224 4,960
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 5,365 5,072  
Total Past Due 668,725 663,127  
Loans receivable, Ending balance: collectively evaluated for impairment 667,347 661,409  
Residential Real Estate [Member] | Collateral Dependent [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending balance: individually evaluated for impairment 81 152  
Loans receivable, Ending balance: individually evaluated for impairment 1,378 1,718  
Consumer [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance 30 14 13
Allowance for Loan Losses, Ending balance: collectively evaluated for impairment 30 14  
Total Past Due 475 565  
Loans receivable, Ending balance: collectively evaluated for impairment $ 475 $ 565  
Unallocated [Member]      
Financing Receivable, Allowance for Credit Losses [Line Items]      
Allowance for Loan Losses, Ending Balance     $ 874
XML 69 R52.htm IDEA: XBRL DOCUMENT v3.25.1
Loans Receivable and Credit Quality (Schedule of Impaired Loans) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Financing Receivable, Impaired [Line Items]    
Recorded Investment, With no related allowance recorded $ 2,300  
Recorded Investment, With an allowance recorded 691  
Total Recorded Investment 3,040 $ 3,338
Total Unpaid Principal Balance 3,044 3,582
Related Allowance For Credit Losses 134 195
Commercial Real Estate [Member]    
Financing Receivable, Impaired [Line Items]    
Recorded Investment, With no related allowance recorded 1,335 1,303
Total Recorded Investment 1,335 1,303
Unpaid Principal Balance, With no related allowance recorded 1,335 1,543
Total Unpaid Principal Balance 1,335 1,543
Commercial [Member]    
Financing Receivable, Impaired [Line Items]    
Recorded Investment, With an allowance recorded 34 21
Total Recorded Investment 34 21
Unpaid Principal Balance, With an allowance recorded 34 21
Total Unpaid Principal Balance 34 21
Related Allowance For Credit Losses 34 21
Residential Real Estate [Member]    
Financing Receivable, Impaired [Line Items]    
Recorded Investment, With no related allowance recorded 959 1,202
Recorded Investment, With an allowance recorded 419 516
Total Recorded Investment 1,378 1,718
Unpaid Principal Balance, With no related allowance recorded 963 1,206
Unpaid Principal Balance, With an allowance recorded 419 516
Total Unpaid Principal Balance 1,382 1,722
Related Allowance For Credit Losses 81 152
Construction [Member] | Commercial [Member]    
Financing Receivable, Impaired [Line Items]    
Recorded Investment, With no related allowance recorded 55 55
Recorded Investment, With an allowance recorded 238 241
Total Recorded Investment 293 296
Unpaid Principal Balance, With no related allowance recorded 55 55
Unpaid Principal Balance, With an allowance recorded 238 241
Total Unpaid Principal Balance 293 296
Related Allowance For Credit Losses $ 19 $ 22
XML 70 R53.htm IDEA: XBRL DOCUMENT v3.25.1
Loans Receivable and Credit Quality (Schedule of Loan Portfolio by Origination Year) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year $ 142,219 $ 142,276
Total Loans, Fiscal Year Before Latest Fiscal Year 130,065 269,849
Total Loans, Two Years Before Latest Fiscal Year 244,540 223,923
Total Loans, Three Years Before Latest Fiscal Year 198,460 209,777
Total Loans, Four Years Before Latest Fiscal Year 188,308 78,905
Prior 323,031 292,373
Revolving 41,111 36,414
Receivable, Gross 1,267,734 1,253,517
Commercial Real Estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year 52,579 62,467
Total Loans, Fiscal Year Before Latest Fiscal Year 59,016 160,257
Total Loans, Two Years Before Latest Fiscal Year 145,905 58,094
Total Loans, Three Years Before Latest Fiscal Year 48,556 64,146
Total Loans, Four Years Before Latest Fiscal Year 57,430 26,835
Prior 166,188 159,141
Revolving 6,920 8,094
Receivable, Gross 536,594 539,034
Commercial Real Estate [Member] | Pass [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year 52,579 62,467
Total Loans, Fiscal Year Before Latest Fiscal Year 59,016 160,257
Total Loans, Two Years Before Latest Fiscal Year 145,905 58,094
Total Loans, Three Years Before Latest Fiscal Year 48,420 64,146
Total Loans, Four Years Before Latest Fiscal Year 57,430 26,835
Prior 164,989 157,888
Revolving 6,920 8,094
Receivable, Gross 535,259 537,781
Commercial Real Estate [Member] | Special Mention [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Three Years Before Latest Fiscal Year 136  
Receivable, Gross 136  
Commercial Real Estate [Member] | Substandard [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Prior 1,199 1,253
Receivable, Gross 1,199 1,253
Commercial [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year 7,589 2,236
Total Loans, Fiscal Year Before Latest Fiscal Year 1,501 4,851
Total Loans, Two Years Before Latest Fiscal Year 3,662 2,260
Total Loans, Three Years Before Latest Fiscal Year 960 3,312
Total Loans, Four Years Before Latest Fiscal Year 2,652 5,409
Prior 11,526 9,311
Revolving 11,494 6,572
Receivable, Gross 39,384 33,951
Commercial [Member] | Pass [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year 7,407 2,236
Total Loans, Fiscal Year Before Latest Fiscal Year 1,501 4,851
Total Loans, Two Years Before Latest Fiscal Year 3,290 2,260
Total Loans, Three Years Before Latest Fiscal Year 606 3,312
Total Loans, Four Years Before Latest Fiscal Year 2,534 5,388
Prior 11,507 9,311
Revolving 9,309 6,572
Receivable, Gross 36,154 33,930
Commercial [Member] | Special Mention [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year 182  
Total Loans, Two Years Before Latest Fiscal Year 372  
Total Loans, Three Years Before Latest Fiscal Year 354  
Total Loans, Four Years Before Latest Fiscal Year 118 21
Prior 19  
Revolving 2,185  
Receivable, Gross 3,230 21
Residential Real Estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year 77,507 75,372
Total Loans, Fiscal Year Before Latest Fiscal Year 64,392 96,032
Total Loans, Two Years Before Latest Fiscal Year 87,357 158,135
Total Loans, Three Years Before Latest Fiscal Year 143,774 142,318
Total Loans, Four Years Before Latest Fiscal Year 128,226 46,208
Prior 145,050 123,639
Revolving 22,419 21,423
Receivable, Gross 668,725 663,127
Residential Real Estate [Member] | Pass [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year 77,507 75,372
Total Loans, Fiscal Year Before Latest Fiscal Year 64,392 96,032
Total Loans, Two Years Before Latest Fiscal Year 87,315 158,135
Total Loans, Three Years Before Latest Fiscal Year 143,578 142,318
Total Loans, Four Years Before Latest Fiscal Year 128,226 46,035
Prior 144,049 122,252
Revolving 22,419 21,423
Receivable, Gross 667,486 661,567
Residential Real Estate [Member] | Special Mention [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Prior 419 443
Receivable, Gross 419 443
Residential Real Estate [Member] | Substandard [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Two Years Before Latest Fiscal Year 42  
Total Loans, Three Years Before Latest Fiscal Year 196  
Total Loans, Four Years Before Latest Fiscal Year   173
Prior 582 944
Receivable, Gross 820 1,117
Consumer [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year 106 130
Total Loans, Fiscal Year Before Latest Fiscal Year 64 118
Total Loans, Two Years Before Latest Fiscal Year 72 22
Total Loans, Three Years Before Latest Fiscal Year 9 1
Total Loans, Four Years Before Latest Fiscal Year   13
Prior 1 11
Revolving 223 270
Receivable, Gross 475 565
Consumer [Member] | Pass [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year 106 130
Total Loans, Fiscal Year Before Latest Fiscal Year 64 118
Total Loans, Two Years Before Latest Fiscal Year 72 22
Total Loans, Three Years Before Latest Fiscal Year 9 1
Total Loans, Four Years Before Latest Fiscal Year   13
Prior 1 11
Revolving 223 270
Receivable, Gross 475 565
Construction [Member] | Commercial Real Estate [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Receivable, Gross 22,556 16,840
Construction [Member] | Commercial [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year 4,438 2,071
Total Loans, Fiscal Year Before Latest Fiscal Year 5,092 8,591
Total Loans, Two Years Before Latest Fiscal Year 7,544 5,412
Total Loans, Three Years Before Latest Fiscal Year 5,161  
Total Loans, Four Years Before Latest Fiscal Year   440
Prior 266 271
Revolving 55 55
Receivable, Gross 22,556 16,840
Construction [Member] | Commercial [Member] | Pass [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Total Loans, Current Fiscal Year 4,438 2,071
Total Loans, Fiscal Year Before Latest Fiscal Year 5,092 8,591
Total Loans, Two Years Before Latest Fiscal Year 7,544 5,412
Total Loans, Three Years Before Latest Fiscal Year 5,161  
Total Loans, Four Years Before Latest Fiscal Year   440
Prior 28 30
Receivable, Gross 22,263 16,544
Construction [Member] | Commercial [Member] | Substandard [Member]    
Financing Receivable, Allowance for Credit Losses [Line Items]    
Prior 238 241
Revolving 55 55
Receivable, Gross $ 293 $ 296
XML 71 R54.htm IDEA: XBRL DOCUMENT v3.25.1
Loans Receivable and Credit Quality (Schedule of Nonaccrual Loans) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Non-Accrual Loans $ 495 $ 366
Commercial Real Estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Non-Accrual Loans 136  
Commercial Real Estate [Member] | Construction [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Non-Accrual Loans
Commercial [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Non-Accrual Loans 15  
Residential Real Estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Non-Accrual Loans 344 366
Consumer [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Non-Accrual Loans
XML 72 R55.htm IDEA: XBRL DOCUMENT v3.25.1
Loans Receivable and Credit Quality (Schedule of Past Due Loans) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross $ 1,267,734 $ 1,253,517
30-59 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 752 974
Greater than 90 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 366 193
Total Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 1,118 1,167
Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 1,266,616 1,252,350
Commercial Real Estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 536,594 539,034
Commercial Real Estate [Member] | 30-59 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross   630
Commercial Real Estate [Member] | Greater than 90 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 136  
Commercial Real Estate [Member] | Total Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 136 630
Commercial Real Estate [Member] | Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 536,458 538,404
Commercial [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 39,384 33,951
Commercial [Member] | Greater than 90 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 15  
Commercial [Member] | Total Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 15  
Commercial [Member] | Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 39,369 33,951
Residential Real Estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 668,725 663,127
Residential Real Estate [Member] | 30-59 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 752 344
Residential Real Estate [Member] | Greater than 90 Days Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 215 193
Residential Real Estate [Member] | Total Past Due [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 967 537
Residential Real Estate [Member] | Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 667,758 662,590
Consumer [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 475 565
Consumer [Member] | Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 475 565
Construction [Member] | Commercial Real Estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 22,556 16,840
Construction [Member] | Commercial Real Estate [Member] | Current [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross 22,556 16,840
Construction [Member] | Commercial [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Receivable, Gross $ 22,556 $ 16,840
XML 73 R56.htm IDEA: XBRL DOCUMENT v3.25.1
Loans Receivable and Credit Quality (Schedule of New Restructured Loans) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
loan
Dec. 31, 2023
USD ($)
loan
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Number of Loans | loan 1 1
Pre-Modification Outstanding Balance $ 79 $ 62
Post-Modification Outstanding Balance $ 79 $ 62
Residential Real Estate [Member]    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Number of Loans | loan 1 1
Pre-Modification Outstanding Balance $ 79 $ 62
Post-Modification Outstanding Balance $ 79 $ 62
XML 74 R57.htm IDEA: XBRL DOCUMENT v3.25.1
Financial Instruments with Off-Balance Sheet Risk (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Financial Instruments with Off-Balance Sheet Risk [Abstract]    
Maximum undiscounted exposure related to financial instruments outstanding $ 6,600,000 $ 9,000,000.0
Allowance required for credit losses on off-balance sheet commitments 92,000 0
Approximate value of underlying collateral upon liquidation that would be expected to cover exposure $ 4,900,000 $ 7,700,000
XML 75 R58.htm IDEA: XBRL DOCUMENT v3.25.1
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, 2024
Dec. 31, 2023
Financial Instruments with Off-Balance Sheet Risk [Abstract]    
Commitments to grant loans, fixed $ 747 $ 13,825
Commitments to grant loans, variable 3,775 2,650
Unfunded commitments under lines of credit, fixed 23,488 20,850
Unfunded commitments under lines of credit, variable 145,880 145,351
Standby letters of credit 6,628 8,956
Total $ 180,518 $ 191,632
XML 76 R59.htm IDEA: XBRL DOCUMENT v3.25.1
Bank Premises and Equipment (Components of Premises and Equipment) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Premises and equipment $ 11,019 $ 12,361
Accumulated depreciation (7,697) (8,627)
Bank premises and equipment, net 3,322 3,734
Furniture, Fixtures and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Premises and equipment 3,968 4,536
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Premises and equipment 4,266 4,329
Buildings [Member]    
Property, Plant and Equipment [Line Items]    
Premises and equipment 1,169 1,169
Computer Equipment and Data Processing Software [Member]    
Property, Plant and Equipment [Line Items]    
Premises and equipment 1,388 2,157
Automobiles [Member]    
Property, Plant and Equipment [Line Items]    
Premises and equipment $ 228 $ 170
XML 77 R60.htm IDEA: XBRL DOCUMENT v3.25.1
Deposits (Components of Deposits) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deposits [Abstract]    
Demand, non-interest bearing $ 351,371 $ 328,669
Demand, NOW and money market, interest bearing 270,775 252,400
Savings 444,102 493,129
Time, $250 and over 167,615 138,765
Time, other 319,096 263,270
Total Deposits $ 1,552,959 $ 1,476,233
XML 78 R61.htm IDEA: XBRL DOCUMENT v3.25.1
Deposits (Scheduled Maturities of Time Deposits) (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Deposits [Abstract]  
2025 $ 433,668
2026 47,966
2027 3,353
2028 1,581
2029 143
Total time deposits $ 486,711
XML 79 R62.htm IDEA: XBRL DOCUMENT v3.25.1
Securities Sold under Agreements to Repurchase and Offsetting Assets and Liabilities (Narrative) (Details) - USD ($)
$ in Millions
Dec. 31, 2024
Dec. 31, 2023
Securities Pledged as Collateral [Member]    
Offsetting Liabilities [Line Items]    
Off-balance sheet financial instruments $ 38.1 $ 31.7
XML 80 R63.htm IDEA: XBRL DOCUMENT v3.25.1
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, 2024
Dec. 31, 2023
Securities Sold Under Agreements to Repurchase and Offsetting Assets and Liabilities [Abstract]    
Balance outstanding at December 31 $ 4,895 $ 15,237
Weighted average interest rate at the end of the year 2.727% 2.659%
Average daily balance during the year $ 17,360 $ 12,711
Weighted average interest rate during the year 3.137% 2.299%
Maximum month-end balance during the year $ 21,563 $ 15,237
XML 81 R64.htm IDEA: XBRL DOCUMENT v3.25.1
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, 2024
Dec. 31, 2023
Offsetting Liabilities [Line Items]    
Gross Amounts of Recognized Liabilities $ 4,895 $ 15,237
Gross Amounts Offset in the Consolidated Balance Sheet
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets 4,895 15,237
Financial Instruments (4,895) (15,237)
Cash Collateral Pledged
Net Amount
XML 82 R65.htm IDEA: XBRL DOCUMENT v3.25.1
Short-term and Long-term Borrowings (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Line of Credit Facility [Line Items]    
Long-term advances FHLB $ 0 $ 0
Federal Home Loan Bank Advances [Member]    
Line of Credit Facility [Line Items]    
Line of credit, maximum borrowing capacity 150,000,000.0  
Federal Home Loan Bank Advances Short and Long Term [Member]    
Line of Credit Facility [Line Items]    
Maximum borrowing capacity 686,200,000  
Available borrowing capacity 670,400,000  
Short-term advances with FHLB outstanding 15,600,000 35,000,000.0
Letters of Credit Outstanding $ 160,000  
Interest rate 4.711%  
Maximum [Member]    
Line of Credit Facility [Line Items]    
Federal Home Loan Bank advance period 60 months  
Atlantic Community Bankers Bank (ACBB) [Member    
Line of Credit Facility [Line Items]    
Line of credit, maximum borrowing capacity   10,000,000.0
Line of credit outstanding $ 0 0
Atlantic Community Bankers Bank (ACBB) [Member | Revolving Line of Credit Facility [Member]    
Line of Credit Facility [Line Items]    
Line of credit, maximum borrowing capacity 7,500,000 7,500,000
Line of credit outstanding 0 $ 0
Atlantic Community Bankers Bank (ACBB) [Member | Revolving Line of Credit Facility [Member] | Net Tangible Ratio below 5% [Member]    
Line of Credit Facility [Line Items]    
Line of credit, maximum borrowing capacity $ 5,000,000.0  
Net tangible ratio threshold, percentage 5.00%  
Atlantic Community Bankers Bank (ACBB) [Member | Revolving Line of Credit Facility [Member] | Net Tangible Ratio below 2% [Member]    
Line of Credit Facility [Line Items]    
Line of credit, maximum borrowing capacity $ 2,000,000.0  
Net tangible ratio threshold, percentage 2.00%  
Atlantic Community Bankers Bank (ACBB) [Member | Revolving Line of Credit Facility [Member] | Net Tangible Ratio below 0% [Member]    
Line of Credit Facility [Line Items]    
Net tangible ratio threshold, percentage 0.00%  
XML 83 R66.htm IDEA: XBRL DOCUMENT v3.25.1
Employment Agreements and Supplemental Executive Retirement Plans (Narrative) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Employment Agreements and Supplemental Executive Retirement Plans [Abstract]    
Liability accrued under the plan $ 8,100 $ 7,800
Expenses under the plan during period $ 470 $ 575
XML 84 R67.htm IDEA: XBRL DOCUMENT v3.25.1
Stock Incentive Plan and Employee Stock Purchase Plan (Narrative) (Details) - USD ($)
$ in Thousands
 12 Months Ended 171 Months Ended
Jun. 20, 2019
Jan. 01, 2017
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Jun. 19, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Common Stock, Shares, Issued     7,792,654 7,758,247 7,792,654  
Stock Options [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock options granted     0 0    
Restricted Stock [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Awards granted     29,643 13,877    
Restricted stock awards compensation expense     $ 521 $ 568    
Minimum [Member] | Restricted Stock [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting period     2 years      
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     364,355   364,355  
2010 Stock Incentive Plan [Member] | Restricted Stock [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Awards granted         275,758  
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   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     $ 4 $ 3    
Shares issued during period     31,258      
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 85 R68.htm IDEA: XBRL DOCUMENT v3.25.1
Stock Incentive Plan and Employee Stock Purchase Plan (Summary of Non-Vested Stock Awards) (Details) - Restricted Stock [Member] - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Non-Vested Awards, Beginning Balance 21,435 54,351
Non-Vested Awards, Granted 29,643 13,877
Non-Vested Awards, Vested (37,632) (46,793)
Non-Vested Awards, Ending Balance 13,446 21,435
Non-Vested Awards, Beginning Balance, Weighted Average Grant Date Fair Value $ 15.26 $ 14.38
Non-Vested Awards Granted, Weighted Average Grant Date Fair Value 15.01 18.50
Non-Vested Awards Vested, Weighted Average Grant Date Fair Value 14.99 15.48
Non-Vested Awards, Ending Balance, Weighted Average Grant Date Fair Value $ 16.99 $ 15.26
XML 86 R69.htm IDEA: XBRL DOCUMENT v3.25.1
Other Comprehensive (Loss) Income (Narrative) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Other Comprehensive (Loss) Income [Abstract]    
Realized gains on securities available for sale $ 0 $ 0
XML 87 R70.htm IDEA: XBRL DOCUMENT v3.25.1
Other Comprehensive (Loss) Income (Components of Other Comprehensive (Loss) Income, both Before Tax and Net Of Tax) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Other Comprehensive (Loss) Income [Abstract]    
Unrealized holding (losses) gains on securities available for sale $ (8,779) $ 9,376
Unrealized holding (losses) gains on securities , Tax Effect 1,844 (1,969)
Unrealized holding (losses) gains on securities, Net of Tax (6,935) 7,407
Reclassification adjustments for gains on securities transactions included in net income, Before Tax
Reclassification adjustments for gains on securities transactions included in net income: Tax Effect
Reclassification adjustments for gains on securities transactions included in net income: Net of Tax
Total other comprehensive income (loss), before tax (8,779) 9,376
Total other comprehensive (loss) income, Tax Effect 1,844 (1,969)
Other comprehensive (loss) income, net of tax $ (6,935) $ 7,407
XML 88 R71.htm IDEA: XBRL DOCUMENT v3.25.1
Other Comprehensive (Loss) Income (Summary of Accumulated Other Comprehensive Loss, Net of Tax) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Other Comprehensive (Loss) Income [Abstract]    
Beginning Balance $ (43,700) $ (51,107)
Other comprehensive income (loss) before reclassifications (6,935) 7,407
Amounts reclassified from accumulated other comprehensive loss
Other comprehensive (loss) income, net of tax (6,935) 7,407
Ending Balance $ (50,635) $ (43,700)
XML 89 R72.htm IDEA: XBRL DOCUMENT v3.25.1
Regulatory Matters (Schedule of Actual Capital Amounts and Ratios) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]    
Total capital (to risk-weighted assets) $ 169,373 $ 161,816
Tier 1 common capital (to risk-weighted assets) 157,115 149,355
Tier 1 capital (to risk-weighted assets) 157,115 149,355
Tier 1 capital (to average assets) $ 157,115 $ 149,355
Total capital (to risk-weighted assets) Ratio 0.150 0.145
Tier 1 common capital (to risk-weighted assets) Ratio 0.139 0.133
Tier 1 capital (to risk-weighted assets) Ratio 0.139 0.133
Tier 1 capital (to average assets) Ratio 0.091 0.089
Total capital amount required for capital adequacy purposes $ 90,602 $ 89,512
Tier 1 common capital (to risk-weighted assets) amount required for capital adequacy purposes 50,963 50,350
Tier 1 capital (to risk-weighted assets) amount required for capital adequacy purposes 67,951 67,134
Tier 1 capital (to average assets) amount required for capital adequacy purposes $ 69,425 $ 66,789
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) $ 169,150 $ 161,760
Tier 1 common capital (to risk-weighted assets) 156,892 149,299
Tier 1 capital (to risk-weighted assets) 156,892 149,299
Tier 1 capital (to average assets) $ 156,892 $ 149,299
Total capital (to risk-weighted assets) Ratio 0.149 0.145
Tier 1 common capital (to risk-weighted assets) Ratio 0.139 0.133
Tier 1 capital (to risk-weighted assets) Ratio 0.139 0.133
Tier 1 capital (to average assets) Ratio 0.090 0.089
Total capital amount required for capital adequacy purposes $ 90,621 $ 89,523
Tier 1 common capital (to risk-weighted assets) amount required for capital adequacy purposes 50,974 50,357
Tier 1 capital (to risk-weighted assets) amount required for capital adequacy purposes 67,965 67,142
Tier 1 capital (to average assets) amount required for capital adequacy purposes $ 69,423 $ 66,787
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 $ 113,276 $ 111,904
Tier 1 Common Capital, To be Well Capitalized under Prompt Corrective Action 73,629 72,738
Tier 1 capital (to risk-weighted assets), To be Well Capitalized under Prompt Corrective Action 90,621 89,523
Tier 1 capital (to average assets), To be Well Capitalized under Prompt Corrective Action $ 86,778 $ 83,483
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 90 R73.htm IDEA: XBRL DOCUMENT v3.25.1
Fair Value of Financial Instruments (Narrative) (Details) - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Fair Value of Financial Instruments [Abstract]    
Impaired loans aggregate balance $ 3,040,000 $ 3,338,000
Impaired loans without related allowance 2,300,000  
Impaired loans with related allowance 691,000  
Aggregate valuation allowance 134,000 195,000
Real estate properties acquired through foreclosure $ 0 $ 0
XML 91 R74.htm IDEA: XBRL DOCUMENT v3.25.1
Fair Value of Financial Instruments (Fair Value of Financial Assets Measured on Recurring Basis) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities $ 280,828 $ 276,060
US Treasury Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 34,740 14,590
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 12,446 2,339
Municipal Bonds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 58,000 60,796
U.S. GSE - Mortgage-backed Securities [Member] | Commercial Real Estates [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 436 442
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 175,206 197,893
Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 280,828 276,060
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 34,740 14,590
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 12,446 2,339
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 58,000 60,796
Fair Value, Recurring [Member] | U.S. GSE - Mortgage-backed Securities [Member] | Commercial Real Estates [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 436 442
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 175,206 197,893
(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 Real Estates [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 280,828 276,060
(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 280,828 276,060
(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 34,740 14,590
(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 12,446 2,339
(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 58,000 60,796
(Level 2) Significant Other Observable Inputs [Member] | Fair Value, Recurring [Member] | U.S. GSE - Mortgage-backed Securities [Member] | Commercial Real Estates [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale Securities, Debt Securities 436 442
(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 175,206 197,893
(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 Real Estates [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
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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, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value Estimate $ 557 $ 583
(Level 3) Significant Unobservable Inputs [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair Value Estimate $ 557 $ 583
XML 93 R76.htm IDEA: XBRL DOCUMENT v3.25.1
Fair Value of Financial Instruments (Quantitative Information about Level 3 Fair Value Measurements) (Details) - Impaired Loans [Member] - Fair Value, Nonrecurring [Member] - (Level 3) Significant Unobservable Inputs [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Appraisal Adjustment [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets fair value $ 557 $ 583
Appraisal Adjustment [Member] | Minimum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range 0.00% 0.00%
Appraisal Adjustment [Member] | Maximum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range 25.00% 25.00%
Appraisal Adjustment [Member] | Weighted Average [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range (25.00%) (24.80%)
Liquidation Expenses [Member] | Minimum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range 0.00% 0.00%
Liquidation Expenses [Member] | Maximum [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range 7.50% 10.00%
Liquidation Expenses [Member] | Weighted Average [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Range (7.50%) (7.50%)
XML 94 R77.htm IDEA: XBRL DOCUMENT v3.25.1
Fair Value of Financial Instruments (Estimated Fair Value of Financial Instruments) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Securities available for sale $ 280,828 $ 276,060
Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 96,522 78,923
Securities available for sale 280,828 276,060
Loans receivable, net of allowance 1,256,256 1,241,578
Restricted investments in bank stock 1,663 2,458
Accrued interest receivable 3,604 3,298
Deposits 1,552,959 1,476,233
Securities sold under agreements to repurchase and federal funds purchased 4,895 15,237
Short-term borrowings 15,625 35,000
Accrued interest payable 7,812 7,844
Fair Value Estimate [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 96,522 78,923
Securities available for sale 280,828 276,060
Loans receivable, net of allowance 1,155,247 1,150,233
Restricted investments in bank stock 1,663 2,458
Accrued interest receivable 3,604 3,298
Deposits 1,550,360 1,472,497
Securities sold under agreements to repurchase and federal funds purchased 4,895 15,237
Short-term borrowings 15,625 35,000
Accrued interest payable 7,812 7,844
(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 96,522 78,923
(Level 2) Significant Other Observable Inputs [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Securities available for sale 280,828 276,060
Restricted investments in bank stock 1,663 2,458
Accrued interest receivable 3,604 3,298
Deposits 1,550,360 1,472,497
Securities sold under agreements to repurchase and federal funds purchased 4,895 15,237
Short-term borrowings 15,625 35,000
Accrued interest payable 7,812 7,844
(Level 3) Significant Unobservable Inputs [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Loans receivable, net of allowance 1,155,247 1,150,233
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]    
Off-balance sheet financial instruments
Commitments to grant loans [Member] | (Level 1) Quoted Prices in Active Markets for Identical Assets [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Commitments to grant loans [Member] | (Level 2) Significant Other Observable Inputs [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Commitments to grant loans [Member] | (Level 3) Significant Unobservable Inputs [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Unfunded commitments underlines of credit [Member] | Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Unfunded commitments underlines of credit [Member] | Fair Value Estimate [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Unfunded commitments underlines of credit [Member] | (Level 1) Quoted Prices in Active Markets for Identical Assets [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Unfunded commitments underlines of credit [Member] | (Level 2) Significant Other Observable Inputs [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Unfunded commitments underlines of credit [Member] | (Level 3) Significant Unobservable Inputs [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Standby Letters of Credit [Member] | Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Standby Letters of Credit [Member] | Fair Value Estimate [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Standby Letters of Credit [Member] | (Level 1) Quoted Prices in Active Markets for Identical Assets [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Standby Letters of Credit [Member] | (Level 2) Significant Other Observable Inputs [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
Standby Letters of Credit [Member] | (Level 3) Significant Unobservable Inputs [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Off-balance sheet financial instruments
XML 95 R78.htm IDEA: XBRL DOCUMENT v3.25.1
Transactions With Executive Officers, Directors and Principal Stockholders (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Transactions With Executive Officers, Directors and Principal Stockholders [Abstract]    
Due from related parties $ 14,700,000 $ 15,100,000
Loan disbursements 1,200  
Loan repayments 1,500,000  
Deposits with related parties 14,800,000 14,300,000
Fees paid for related party legal services $ 112,000 $ 54,000
XML 96 R79.htm IDEA: XBRL DOCUMENT v3.25.1
Lease Commitments (Narrative) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Right of use asset $ 6,000 $ 6,500
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] Other Assets Other Assets
Lease liability $ 6,018 $ 6,600
Operating Lease, Liability, Statement of Financial Position [Extensible List] Other Liabilities Other Liabilities
Operating leases weighted average discount rate 3.46% 3.27%
Operating leases weighted average lease term 4 years 2 months 15 days 4 years 6 months
Cost of operating leases $ 1,800 $ 1,800
Operating cash flow paid for lease liabilities $ 1,900 $ 1,900
Branch Leases [Member]    
Operating leases weighted average discount rate 3.47% 3.30%
Operating leases weighted average lease term 4 years 2 months 23 days 4 years 6 months 10 days
Equipment Leases [Member]    
Lease liability $ 37  
Operating leases weighted average discount rate 2.24% 0.83%
Operating leases weighted average lease term 2 years 21 days 1 year 6 months 21 days
Related Parties [Member]    
Cost of operating leases $ 661 $ 661
XML 97 R80.htm IDEA: XBRL DOCUMENT v3.25.1
Lease Commitments (Reconciliation of Operating Lease Liabilities by Minimum Lease Payments by Year and in Aggregate and Discount Amounts in Aggregate) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
2025 $ 1,900  
2026 1,878  
2027 904  
2028 814  
2029 645  
Thereafter 332  
Total payments 6,473  
Less: Discount Amount 455  
Total Lease Liability 6,018 $ 6,600
Branch Leases Third Parties [Member]    
2025 1,176  
2026 1,203  
2027 845  
2028 810  
2029 644  
Thereafter 332  
Total payments 5,010  
Less: Discount Amount 401  
Total Lease Liability 4,609  
Branch Leases Related Parties [Member]    
2025 698  
2026 671  
2027 55  
Total payments 1,424  
Less: Discount Amount 52  
Total Lease Liability 1,372  
Equipment Leases [Member]    
2025 26  
2026 4  
2027 4  
2028 4  
2029 1  
Total payments 39  
Less: Discount Amount 2  
Total Lease Liability $ 37  
XML 98 R81.htm IDEA: XBRL DOCUMENT v3.25.1
Federal Income Taxes (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Federal Income Taxes [Abstract]    
Statutory federal income tax rate 21.00% 21.00%
Unrecognized tax benefits, interest accrued and penalties $ 0 $ 0
XML 99 R82.htm IDEA: XBRL DOCUMENT v3.25.1
Federal Income Taxes (Components of Income Tax Expense) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Federal Income Taxes [Abstract]    
Current $ 2,115 $ 2,883
Deferred (46) (84)
Income tax expense $ 2,069 $ 2,799
XML 100 R83.htm IDEA: XBRL DOCUMENT v3.25.1
Federal Income Taxes (Reconciliation of the Statutory Federal Income Tax) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Federal Income Taxes [Abstract]    
Federal income tax at statutory rate $ 2,627 $ 3,246
Tax-exempt interest (334) (344)
Bank owned life insurance (266) (143)
Other 42 40
Income tax expense $ 2,069 $ 2,799
Federal income tax at statutory rate, percent 21.00% 21.00%
Tax-exempt interest, percent (2.70%) (2.20%)
Bank owned life insurance, percent (2.10%) (0.90%)
Other, percent 0.30% 0.20%
Income Tax Expense 16.50% 18.10%
XML 101 R84.htm IDEA: XBRL DOCUMENT v3.25.1
Federal Income Taxes (Components of the Net Deferred Tax Asset (Included in Other Assets)) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred tax assets:    
Allowance for loan losses $ 2,574 $ 2,617
Deferred compensation 1,695 1,628
Lease liability 1,264 1,384
Unrealized loss on securities available for sale 13,460 11,616
Other 13 10
Total Deferred Tax Assets 19,006 17,255
Deferred tax liabilities:    
Premises and equipment 25 82
Prepaid assets 319 279
Deferred loan costs 586 604
Right of use asset 1,256 1,360
Total Deferred Tax Liabilities 2,186 2,325
Net Deferred Tax Asset $ 16,820 $ 14,930
XML 102 R85.htm IDEA: XBRL DOCUMENT v3.25.1
Parent Company Only Financial (Parent Company Only Condensed Balance Sheets) (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
ASSETS      
Cash $ 16,399 $ 16,133  
Other assets 25,573 24,135  
Total Assets 1,704,420 1,656,496  
LIABILITIES AND STOCKHOLDERS' EQUITY      
Other liabilities 16,649 16,527  
Stockholders' equity 106,480 105,655 $ 88,276
Total Liabilities and Stockholders' Equity 1,704,420 1,656,496  
Parent Company [Member]      
ASSETS      
Cash 611 443  
Other assets 52 53  
Investment in subsidiary 106,257 105,599  
Total Assets 106,920 106,095  
LIABILITIES AND STOCKHOLDERS' EQUITY      
Other liabilities 440 440  
Stockholders' equity 106,480 105,655  
Total Liabilities and Stockholders' Equity $ 106,920 $ 106,095  
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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, 2024
Dec. 31, 2023
Condensed Income Statements, Captions [Line Items]    
Other expenses $ (27,293) $ (26,391)
Income before Income Taxes 12,509 15,455
Income tax benefit (2,069) (2,799)
Net Income 10,440 12,656
Comprehensive Income 3,505 20,063
Parent Company [Member]    
Condensed Income Statements, Captions [Line Items]    
Other expenses (623) (613)
Equity in net income of banking subsidiary 10,938 13,144
Income before Income Taxes 10,315 12,531
Income tax benefit 125 125
Net Income 10,440 12,656
Equity in other comprehensive (loss) income of banking subsidiary (6,935) 7,407
Comprehensive Income $ 3,505 $ 20,063
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Parent Company Only Financial (Parent Company Only Condensed Statements of Cash Flows) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash Flows from Operating Activities:    
Net income $ 10,440 $ 12,656
Adjustments to reconcile net income to net cash provided by operating activities:    
Stock compensation expense 521 568
Net change in other assets and liabilities 1,587 1,054
Net Cash Provided by Operating Activities 9,944 19,498
Cash Flows from Financing Activities:    
Proceeds from Employee Stock Purchase Plan 70 69
Purchase of treasury stock (72) (132)
Dividends paid (3,199) (3,041)
Net Cash Used in Financing Activities 43,808 (11,125)
Parent Company [Member]    
Cash Flows from Operating Activities:    
Net income 10,440 12,656
Adjustments to reconcile net income to net cash provided by operating activities:    
Stock compensation expense 521 568
Net change in other assets and liabilities 1 48
Equity in net income of banking subsidiary (10,938) (13,144)
Net Cash Provided by Operating Activities 24 128
Cash Flows Provided By Investing Activities:    
Dividend from banking subsidiary 3,345 2,871
Cash Flows from Financing Activities:    
Proceeds from Employee Stock Purchase Plan 70 69
Purchase of treasury stock (72) (132)
Dividends paid (3,199) (3,041)
Net Cash Used in Financing Activities (3,201) (3,104)
Net (Decrease) Increase in Cash 168 (105)
CASH - BEGINNING 443 548
CASH - ENDING $ 611 $ 443
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Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
XML 106 R89.htm IDEA: XBRL DOCUMENT v3.25.1
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block] The Company recognizes the significance of such risks and cybersecurity is a critical component of our overall risk management program. In order to combat against and mitigate the impact of any unauthorized access to or attack on our information systems, we have implemented policies and procedures designed to assess, identify, and manage material risks arising from cybersecurity threats. Additionally, because we rely on third parties to provide services that are integral to our operations, we have procedures in place to assess a technology provider’s cybersecurity controls prior to establishing a contractual relationship and to periodically review assessments of those systems. Whenever possible, we include cybersecurity requirements in our contracts with such providers, which typically include agreed-upon security standards and protocols and our right to obtain periodic reports or assessments of such provider’s compliance therewith.


‎

Our cybersecurity program provides a program for compliance with applicable cybersecurity and data protection laws. Our program is designed to ensure the security and confidentiality of customer, employee and Company information, protect against known or evolving threats to the security or integrity of customer records and personal information and protect against unauthorized access to or use of such information. We work with third party firms to review and monitor our cyber security programs, our regulators, and other third-party service providers to ensure that these policies are adequately designed to appropriately safeguard such information. The Company’s policies and procedures include, and are not limited to:

Information Systems and Cyber Security Policy

Patch and Change Management

Cyber Incident Response Policy and Testing

Annual NIST Risk Assessments

Business Continuity and Disaster Recovery Plans and Testing

Annual CIS Benchmarks Assessments

Third Party Risk Management Policies

Access to Threat Intelligence

Remote Access Policy

Dark Web Monitoring

Customer Facing Technology Risk Assessments

Cyber Risk Insurance Policy

Cyber Security Awareness Training

Physical Security Policy

Vulnerability Assessments

The Company uses a layered security structure of processes and technologies to detect, prevent, mitigate, monitor and respond to cybersecurity threats.

Employees undergo cybersecurity training during orientation. Employees and board members receive annual training to promote cybersecurity awareness. All employees are required to abide by our cybersecurity and data protection policies.

To our knowledge and to date, the Company has not experienced a material cybersecurity incident.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] The Company recognizes the significance of such risks and cybersecurity is a critical component of our overall risk management program. In order to combat against and mitigate the impact of any unauthorized access to or attack on our information systems, we have implemented policies and procedures designed to assess, identify, and manage material risks arising from cybersecurity threats. Additionally, because we rely on third parties to provide services that are integral to our operations, we have procedures in place to assess a technology provider’s cybersecurity controls prior to establishing a contractual relationship and to periodically review assessments of those systems. Whenever possible, we include cybersecurity requirements in our contracts with such providers, which typically include agreed-upon security standards and protocols and our right to obtain periodic reports or assessments of such provider’s compliance therewith.


‎

Our cybersecurity program provides a program for compliance with applicable cybersecurity and data protection laws. Our program is designed to ensure the security and confidentiality of customer, employee and Company information, protect against known or evolving threats to the security or integrity of customer records and personal information and protect against unauthorized access to or use of such information. We work with third party firms to review and monitor our cyber security programs, our regulators, and other third-party service providers to ensure that these policies are adequately designed to appropriately safeguard such information. The Company’s policies and procedures include, and are not limited to:

Information Systems and Cyber Security Policy

Patch and Change Management

Cyber Incident Response Policy and Testing

Annual NIST Risk Assessments

Business Continuity and Disaster Recovery Plans and Testing

Annual CIS Benchmarks Assessments

Third Party Risk Management Policies

Access to Threat Intelligence

Remote Access Policy

Dark Web Monitoring

Customer Facing Technology Risk Assessments

Cyber Risk Insurance Policy

Cyber Security Awareness Training

Physical Security Policy

Vulnerability Assessments
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block] Our operations are dependent on our information technology systems, and the systems of our third party partners, upon which we rely, to maintain our ability to access, store, and transmit sensitive information in a secure manner. One of the primary risks to which we are exposed is the risk that our information systems are compromised, either deliberately or unintentionally, and that sensitive information is disclosed, misused or corrupted, or our operations are disrupted. Such an incident could result in a number of adverse consequences, including disruptions in customer relationship management, system damage, remediation costs, litigation, and reputational damage. We maintain an information security and governance program that is designed to protect our information systems against such risks.
Cybersecurity Risk Board of Directors Oversight [Text Block] The Board of Directors is ultimately responsible for overseeing the Company’s management of cybersecurity risk, including oversight into appropriate risk mitigation, strategies, processes, systems, and controls.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The Company has an IT Team and Cyber Incident Response Team made up of senior managers of the bank and led by the Chief Operating Officer (COO), the Information Security Officer (ISO) and the Security Officer (SO). The COO, ISO and SO, in conjunction with our third party cyber security technology provider, are primarily responsible for assessing and managing material risks from cybersecurity threats and are responsible for designing, implementing and maintaining our cybersecurity environment and incident response procedures. The ISO has twenty-eight (28) years of experience exclusively in the IT field. The IT Team is responsible for ensuring the Board of Directors and employees are trained annually on cybersecurity and information security awareness and apprised of any emerging threats. Additionally, the IT Team ensures employees are adequately trained on our incident response procedures.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] At least annually the IT Team leadership and members of the Audit Committee and Board meet strategically to review, and as appropriate, adapt our cybersecurity program to an evolving landscape of emerging threats, evaluate effectiveness of key security controls, assess cybersecurity best practices, and to adopt the annual cybersecurity strategy. A written cybersecurity report and briefing to the full Board is conducted on an annual basis. These reports cover, but are not limited to, the Company’s cybersecurity environment, threats, material cybersecurity risks and events, improvements and effectiveness, the results of periodic testing (both internal and external), and other material matters related to the cybersecurity program.
Cybersecurity Risk Role of Management [Text Block] Cybersecurity and data protection is essential for the Company to maintain the trust of our customers, team members and stakeholders. The Board of Directors is ultimately responsible for overseeing the Company’s management of cybersecurity risk, including oversight into appropriate risk mitigation, strategies, processes, systems, and controls.

The Company has an IT Team and Cyber Incident Response Team made up of senior managers of the bank and led by the Chief Operating Officer (COO), the Information Security Officer (ISO) and the Security Officer (SO). The COO, ISO and SO, in conjunction with our third party cyber security technology provider, are primarily responsible for assessing and managing material risks from cybersecurity threats and are responsible for designing, implementing and maintaining our cybersecurity environment and incident response procedures. The ISO has twenty-eight (28) years of experience exclusively in the IT field. The IT Team is responsible for ensuring the Board of Directors and employees are trained annually on cybersecurity and information security awareness and apprised of any emerging threats. Additionally, the IT Team ensures employees are adequately trained on our incident response procedures.

The ISO and SO report to the COO and monthly written Cybersecurity reports are presented to the Board of Directors. At least annually the IT Team leadership and members of the Audit Committee and Board meet strategically to review, and as appropriate, adapt our cybersecurity program to an evolving landscape of emerging threats, evaluate effectiveness of key security controls, assess cybersecurity best practices, and to adopt the annual cybersecurity strategy. A written cybersecurity report and briefing to the full Board is conducted on an annual basis. These reports cover, but are not limited to, the Company’s cybersecurity environment, threats, material cybersecurity risks and events, improvements and effectiveness, the results of periodic testing (both internal and external), and other material matters related to the cybersecurity program.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] The Company has an IT Team and Cyber Incident Response Team made up of senior managers of the bank and led by the Chief Operating Officer (COO), the Information Security Officer (ISO) and the Security Officer (SO).
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] The ISO has twenty-eight (28) years of experience exclusively in the IT field.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] The ISO and SO report to the COO and monthly written Cybersecurity reports are presented to the Board of Directors. At least annually the IT Team leadership and members of the Audit Committee and Board meet strategically to review, and as appropriate, adapt our cybersecurity program to an evolving landscape of emerging threats, evaluate effectiveness of key security controls, assess cybersecurity best practices, and to adopt the annual cybersecurity strategy. A written cybersecurity report and briefing to the full Board is conducted on an annual basis. These reports cover, but are not limited to, the Company’s cybersecurity environment, threats, material cybersecurity risks and events, improvements and effectiveness, the results of periodic testing (both internal and external), and other material matters related to the cybersecurity program.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
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