Annual Statements Open main menu

Embassy Bancorp, Inc. - Quarter Report: 2018 September (Form 10-Q)







UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 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)



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   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   No



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



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 November 1, 2018

($1.00 Par Value)

      7,477,500

 

  (Title Class)

(Outstanding Shares)



 

 

 


 

Embassy Bancorp, Inc.                                                                                                                          

 

 

Table of Contents

 



 

Part I – Financial Information

 

 

Item 1 – Financial Statements

 

Consolidated Balance Sheets (Unaudited)

Consolidated Statements of Income (Unaudited)

Consolidated Statements of Comprehensive Income (Unaudited)

Consolidated Statements of Stockholders’ Equity (Unaudited)

Consolidated Statements of Cash Flows (Unaudited)

Notes to Consolidated Financial Statements (Unaudited)

 

 

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

27 

 

 

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

38 

 

 

Item 4 – Controls and Procedures

38 

 

 

Part II - Other Information

39 

 

 

Item 1 - Legal Proceedings

39 

 

 

Item 1A - Risk Factors

39 

 

 

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

39 

 

 

Item 3 - Defaults Upon Senior Securities

39 

 

 

Item 4 – Mine Safety Disclosures

39 

 

 

Item 5 - Other Information

39 

 

 

Item 6 - Exhibits

40 



   



   



   



2

 


 

Embassy Bancorp, Inc.                                                                                                                          

 

Part I – Financial Information



Item 1 – Financial Statements



Consolidated Balance Sheets (Unaudited)







 

 

 

 

 



 

 

 

 

 



September 30,

 

December 31,

ASSETS

2018

 

2017



 

 

 

 

 



(In Thousands, Except Share Data)

Cash and due from banks

$

16,528 

 

$

14,021 

Interest bearing demand deposits with banks

 

16,783 

 

 

18,513 

Federal funds sold

 

1,000 

 

 

1,000 

Cash and Cash Equivalents

 

34,311 

 

 

33,534 

Securities available for sale

 

87,130 

 

 

90,296 

Restricted investment in bank stock

 

2,671 

 

 

583 

Loans receivable, net of allowance for loan losses of $7,533 in 2018; $7,040 in 2017

 

924,161 

 

 

851,711 

Premises and equipment, net of accumulated depreciation

 

1,916 

 

 

1,929 

Bank owned life insurance

 

19,524 

 

 

13,186 

Accrued interest receivable

 

2,110 

 

 

1,983 

Other real estate owned

 

480 

 

 

458 

Other assets

 

4,494 

 

 

3,286 

Total Assets

$

1,076,797 

 

$

996,966 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Liabilities:

 

 

 

 

 

Deposits:

 

 

 

 

 

Non-interest bearing

$

146,583 

 

$

139,974 

Interest bearing

 

769,493 

 

 

760,880 

Total Deposits

 

916,076 

 

 

900,854 

Securities sold under agreements to repurchase

 

17,875 

 

 

9,999 

Short-term borrowings

 

50,921 

 

 

 -

Accrued interest payable

 

1,296 

 

 

874 

Other liabilities

 

6,248 

 

 

5,470 

Total Liabilities

 

992,416 

 

 

917,197 

Stockholders' Equity:

 

 

 

 

 

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

 

 

 

 

 

2018 issued 7,512,547 shares; outstanding 7,487,200 shares;

 

 

 

 

 

2017 issued 7,491,692 shares; outstanding 7,466,345 shares;

 

7,513 

 

 

7,492 

Surplus

 

25,491 

 

 

24,998 

Retained earnings

 

53,898 

 

 

47,602 

Accumulated other comprehensive (loss) income

 

(2,179)

 

 

19 

Treasury stock, at cost:  25,347 shares

 

(342)

 

 

(342)

Total Stockholders' Equity

 

84,381 

 

 

79,769 

Total Liabilities and Stockholders' Equity

$

1,076,797 

 

$

996,966 





See notes to consolidated financial statements.

3

 


 

Embassy Bancorp, Inc.                                                                                                                          

 

Consolidated Statements of Income (Unaudited) 







 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



2018

 

2017

 

2018

 

 

2017

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



(In Thousands, Except Per Share Data)

 

 

INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable, including fees

$

9,224 

 

$

8,075 

 

$

26,277 

 

$

23,369 

 

 

Securities, taxable

 

328 

 

 

246 

 

 

961 

 

 

639 

 

 

Securities, non-taxable

 

312 

 

 

323 

 

 

942 

 

 

983 

 

 

Federal funds sold, and other

 

99 

 

 

117 

 

 

232 

 

 

218 

 

 

Total Interest Income

 

9,963 

 

 

8,761 

 

 

28,412 

 

 

25,209 

 

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

1,469 

 

 

1,094 

 

 

3,857 

 

 

3,173 

 

 

Securities sold under agreements to repurchase

 

11 

 

 

 

 

23 

 

 

 

 

Short-term borrowings

 

204 

 

 

 -

 

 

340 

 

 

 

 

Total Interest Expense

 

1,684 

 

 

1,097 

 

 

4,220 

 

 

3,191 

 

 

Net Interest Income

 

8,279 

 

 

7,664 

 

 

24,192 

 

 

22,018 

 

 

PROVISION FOR LOAN LOSSES

 

60 

 

 

320 

 

 

540 

 

 

735 

 

 

Net Interest Income after
   Provision for Loan Losses

 

8,219 

 

 

7,344 

 

 

23,652 

 

 

21,283 

 

 

OTHER NON-INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit card processing fees

 

78 

 

 

444 

 

 

260 

 

 

1,370 

 

 

Debit card interchange fees

 

133 

 

 

111 

 

 

391 

 

 

323 

 

 

Other service fees

 

121 

 

 

108 

 

 

340 

 

 

324 

 

 

Bank owned life insurance

 

157 

 

 

115 

 

 

338 

 

 

302 

 

 

Gain on sale of securities, net

 

 -

 

 

19 

 

 

 -

 

 

19 

 

 

(Loss) gain on sale of other real estate owned

 

 -

 

 

 

 

(16)

 

 

16 

 

 

Impairment on other real estate owned

 

(56)

 

 

 -

 

 

(83)

 

 

 -

 

 

Total Other Non-Interest Income

 

433 

 

 

802 

 

 

1,230 

 

 

2,354 

 

 

OTHER NON-INTEREST EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

2,472 

 

 

2,177 

 

 

7,319 

 

 

6,529 

 

 

Occupancy and equipment

 

794 

 

 

665 

 

 

2,216 

 

 

1,963 

 

 

Data processing

 

588 

 

 

493 

 

 

1,632 

 

 

1,424 

 

 

Credit card processing

 

24 

 

 

406 

 

 

90 

 

 

1,266 

 

 

Advertising and promotion

 

458 

 

 

381 

 

 

1,282 

 

 

1,047 

 

 

Professional fees

 

193 

 

 

149 

 

 

590 

 

 

453 

 

 

FDIC insurance

 

115 

 

 

124 

 

 

326 

 

 

377 

 

 

Insurance

 

14 

 

 

14 

 

 

42 

 

 

45 

 

 

Loan & real estate

 

96 

 

 

62 

 

 

286 

 

 

185 

 

 

Charitable contributions

 

194 

 

 

169 

 

 

660 

 

 

595 

 

 

Other real estate owned expenses

 

38 

 

 

23 

 

 

86 

 

 

43 

 

 

Other

 

389 

 

 

330 

 

 

1,089 

 

 

956 

 

 

Total Other Non-Interest Expenses

 

5,375 

 

 

4,993 

 

 

15,618 

 

 

14,883 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

Income before Income Taxes

 

3,277 

 

 

3,153 

 

 

9,264 

 

 

8,754 

 

 

INCOME TAX EXPENSE

 

597 

 

 

920 

 

 

1,697 

 

 

2,536 

 

 

Net Income

$

2,680 

 

$

2,233 

 

$

7,567 

 

$

6,218 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC EARNINGS PER SHARE

$

0.36 

 

$

0.30 

 

$

1.01 

 

$

0.84 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

DILUTED EARNINGS PER SHARE

$

0.35 

 

$

0.30 

 

$

1.00 

 

$

0.83 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

DIVIDENDS PER SHARE

$

0.17 

 

$

0.14 

 

$

0.17 

 

$

0.14 

 

 



See notes to consolidated financial statements

4

 


 

Embassy Bancorp, Inc.                                                                                                                          

 

Consolidated Statements of Comprehensive Income (Unaudited)



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



Three Months Ended September 30,



2018

 

2017



 

 

 

 

 

 

 

 

 



 

(In Thousands)

Net Income

$

 

 

2,680 

 

$

 

 

2,233 

Change in Accumulated Other Comprehensive Income (Loss):

 

 

 

 

 

 

 

 

 

Unrealized holding loss on securities available for sale

 

(783)

 

 

 

 

(162)

 

 

Less: reclassification adjustment for realized gains

 

 -

 

 

 

 

(19)

 

 



 

(783)

 

 

 

 

(181)

 

 

Income tax effect

 

164 

 

 

 

 

62 

 

 

Net unrealized loss

 

(619)

 

 

 

 

(119)

 

 

Other comprehensive loss, net of tax

 

 

 

(619)

 

 

 

 

(119)

Comprehensive Income

$

 

 

2,061 

 

$

 

 

2,114 









 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



Nine Months Ended September 30,



2018

 

2017



 

 

 

 

 

 

 

 

 



 

(In Thousands)



 

 

 

 

 

 

 

 

 

Net Income

$

 

 

7,567 

 

$

 

 

6,218 

Change in Accumulated Other Comprehensive Income (Loss):

 

 

 

 

 

 

 

 

 

Unrealized holding (loss) gain on securities available for sale

 

(2,782)

 

 

 

 

1,188 

 

 

Less: reclassification adjustment for realized gains

 

 -

 

 

 

 

(19)

 

 



 

(2,782)

 

 

 

 

1,169 

 

 

Income tax effect

 

584 

 

 

 

 

(398)

 

 

Net unrealized (loss) gain

 

(2,198)

 

 

 

 

771 

 

 

Other comprehensive (loss) income, net of tax

 

 

 

(2,198)

 

 

 

 

771 

Comprehensive Income

$

 

 

5,369 

 

$

 

 

6,989 



See notes to consolidated financial statements.



 

5

 


 

Embassy Bancorp, Inc.                                                                                                                          

 

Consolidated Statements of Stockholders’ Equity (Unaudited)



Nine Months Ended September 30, 2018 and 2017 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Common Stock

 

Surplus

 

Retained Earnings

 

Accumulated Other Comprehensive (Loss) Income

 

Treasury Stock

 

Total



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



(In Thousands, Except Share Data)

BALANCE - DECEMBER 31, 2016

$

7,453 

 

$

24,603 

 

$

41,344 

 

$

(24)

 

$

(98)

 

$

73,278 

Net income

 

 -

 

 

 -

 

 

6,218 

 

 

 -

 

 

 -

 

 

6,218 

Other comprehensive income, net of tax

 

 -

 

 

 -

 

 

 -

 

 

771 

 

 

 -

 

 

771 

Dividend declared, $.14 per share

 

 -

 

 

 -

 

 

(1,042)

 

 

 -

 

 

 -

 

 

(1,042)

Compensation expense recognized on 
   stock options

 

 -

 

 

 

 

 -

 

 

 -

 

 

 -

 

 

Common stock grants to directors,
   5,156 shares

 

 

 

63 

 

 

 -

 

 

 -

 

 

 -

 

 

68 

Compensation expense recognized on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 stock grants, net of unearned compensation   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 expense of $379

 

 -

 

 

72 

 

 

 -

 

 

 -

 

 

 -

 

 

72 

Shares issued under employee stock purchase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  plan, 2,820 shares

 

 

 

38 

 

 

 -

 

 

 -

 

 

 -

 

 

41 

Purchase treasury stock, 6,557 shares
   at $14.80 per share

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(97)

 

 

(97)

Shares issued under Dividend Reinvestment
   and Stock Purchase Plan, 14,091 shares

 

14 

 

 

196 

 

 

 

 

 

 

 

 

 

 

 

210 

BALANCE - SEPTEMBER 30, 2017

$

7,475 

 

$

24,977 

 

$

46,520 

 

$

747 

 

$

(195)

 

$

79,524 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE - DECEMBER 31, 2017

$

7,492 

 

$

24,998 

 

$

47,602 

 

$

19 

 

$

(342)

 

$

79,769 

Net income

 

 -

 

 

 -

 

 

7,567 

 

 

 -

 

 

 -

 

 

7,567 

Other comprehensive loss, net of tax

 

 -

 

 

 -

 

 

 -

 

 

(2,198)

 

 

 -

 

 

(2,198)

Dividend declared, $.17 per share

 

 -

 

 

 -

 

 

(1,271)

 

 

 -

 

 

 -

 

 

(1,271)

Compensation expense recognized on 
   stock options

 

 -

 

 

 

 

 -

 

 

 -

 

 

 -

 

 

Common stock grants to directors,
   6,731 shares

 

 

 

105 

 

 

 -

 

 

 -

 

 

 -

 

 

111 

Compensation expense recognized on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 stock grants, net of unearned compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  expense of $459                                          

 

 -

 

 

151 

 

 

 -

 

 

 -

 

 

 -

 

 

151 

Shares issued under employee stock purchase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  plan, 2,525 shares

 

 

 

40 

 

 

 -

 

 

 -

 

 

 -

 

 

43 

Shares issued under Dividend Reinvestment
   and Stock Purchase Plan, 11,599 shares

 

12 

 

 

194 

 

 

 

 

 

 

 

 

 

 

 

206 

BALANCE - SEPTEMBER 30, 2018

$

7,513 

 

$

25,491 

 

$

53,898 

 

$

(2,179)

 

$

(342)

 

$

84,381 



See notes to consolidated financial statements.



 

6

 


 

Embassy Bancorp, Inc.                                                                                                                          

 

Consolidated Statements of Cash Flows (Unaudited)





 

 

 

 

 



 

 

 

 

 



Nine Months Ended September 30,



2018

 

2017



 

 

 

 

 



(In Thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

$

7,567 

 

$

6,218 

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

 

 

 

 

 

Provision for loan losses

 

540 

 

 

735 

Amortization of deferred loan costs

 

163 

 

 

55 

Depreciation and amortization

 

557 

 

 

494 

Net amortization of investment security premiums and discounts

 

138 

 

 

203 

Stock compensation expense

 

154 

 

 

77 

Net realized loss (gain) on sale of other real estate owned

 

18 

 

 

(16)

Impairment on other real estate owned

 

83 

 

 

 -

Income on bank owned life insurance

 

(338)

 

 

(302)

Net realized gain on sale of securities available for sale

 

 -

 

 

(19)

Increase in accrued interest receivable

 

(127)

 

 

(84)

Increase in other assets

 

(624)

 

 

(336)

Increase (decrease) in accrued interest payable

 

422 

 

 

(32)

Increase in other liabilities

 

889 

 

 

776 

Net Cash Provided by Operating Activities

 

9,442 

 

 

7,769 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Purchases of securities available for sale

 

(9,793)

 

 

(36,348)

Maturities, calls and principal repayments of securities available for sale

 

10,039 

 

 

11,615 

Proceeds from sales of securities available for sale

 

 -

 

 

14,920 

Net increase in loans

 

(73,492)

 

 

(39,371)

Net (purchase) redemption of restricted investment in bank stock

 

(2,088)

 

 

41 

Purchase of bank owned life insurance

 

(6,000)

 

 

 -

Proceeds from sale of other real estate owned

 

216 

 

 

53 

Purchases of premises and equipment

 

(544)

 

 

(322)

Net Cash Used in Investing Activities

 

(81,662)

 

 

(49,412)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Net increase in deposits

 

15,222 

 

 

59,827 

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

 

7,876 

 

 

(1,694)

Proceeds from shares issued under employee stock purchase plan

 

43 

 

 

41 

Increase in short-term borrowed funds

 

50,921 

 

 

 -

Acquisition of treasury stock

 

 -

 

 

(97)

Proceeds from Dividend Reinvestment Plan

 

206 

 

 

210 

Dividends paid

 

(1,271)

 

 

(1,042)

Net Cash Provided by Financing Activities

 

72,997 

 

 

57,245 

Net Increase in Cash and Cash Equivalents

 

777 

 

 

15,602 

CASH AND CASH EQUIVALENTS - BEGINNING

 

33,534 

 

 

24,218 

CASH AND CASH EQUIVALENTS - ENDING

$

34,311 

 

$

39,820 



 

 

 

 

 

SUPPLEMENTARY CASH FLOWS INFORMATION

 

 

 

 

 

Interest paid

$

3,798 

 

$

3,223 



 

 

 

 

 

Income taxes paid

$

1,903 

 

$

2,530 



 

 

 

 

 

Deferral of gain from sale of other real estate sold through bank financing

$

 

$

16 



 

 

 

 

 

Other real estate acquired in settlement of loans

$

339 

 

$

 -



See notes to consolidated financial statements.

 

7

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 1 – Basis of Presentation

 

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. Embassy Holdings, LLC (the “LLC”) is a wholly-owned subsidiary of the Bank organized to engage in the holding of property acquired by the Bank in satisfaction of debts previously contracted.  As such, the consolidated financial statements contained herein include the accounts of the Company, the Bank and the LLC. All significant intercompany transactions and balances have been eliminated.



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.



The accompanying unaudited financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“US GAAP”) for interim financial information and in accordance with instructions for Form 10-Q and Rule 10-01 of the Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.



The consolidated financial statements presented in this report should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2017, included in the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2018.



In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred after September 30, 2018 through the date these consolidated financial statements were issued.



Certain amounts in the 2017 consolidated financial statements may have been reclassified to conform to 2018 presentation. These reclassifications had no effect on 2017 net income.





Note 2 - Summary of Significant Accounting Policies



Except as discussed in the following paragraphs, the significant accounting policies of the Company as applied in the interim financial statements presented are substantially the same as those followed on an annual basis as presented in the Company’s Form 10-K for the year ended December 31, 2017.



On January 1, 2018 the Company adopted ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 implements a common revenue standard that clarifies the principles for recognizing revenue, establishing principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle of ASU 2014-09 requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. ASU 2014-09 establishes a five-step model which entities must follow to recognize revenue and removes inconsistencies and weaknesses in existing guidance. The guidance does not apply to revenue associated with financial instruments, including loans and investment securities that are accounted for under other GAAP, which comprises a significant portion of the Company’s revenue stream. ASU 2014-09 had no material effect on the Company’s revenue recognition or to its consolidated financial statements and disclosures.



The majority of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as its loans, letters of credit and investment securities, as these activities are subject to other GAAP discussed elsewhere within the Company’s disclosures. Descriptions of the Company’s revenue-generating activities that are within the scope of ASC 606, which are presented in the consolidated statement of income as components of non-interest income, are 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 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

8

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

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.



On January 1, 2018, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10).  ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments by making targeted improvements to GAAP as follows: (1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; (2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; (3) eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (4) eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (5) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (6) require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (7) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (8) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. In accordance with (5) above, the Company measured the fair value of its loan portfolio as of September 30, 2018 using an exit price notion. ASU 2016-01 had no material effect on the Company’s financial condition or results of operations.

 

Note 3 – Securities Available For Sale



At September 30, 2018 and December 31, 2017, respectively, the amortized cost and approximate fair values of securities available-for-sale were as follows:



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

 

 

Gross

 

Gross

 

 

 



Amortized

 

Unrealized

 

Unrealized

 

Fair



Cost

 

Gains

 

Losses

 

Value



 

 

 

 

 

 

 

 

 

 

 



(In Thousands)

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency obligations

$

6,008 

 

$

 -

 

$

(19)

 

$

5,989 

Municipal bonds

 

35,759 

 

 

475 

 

 

(1,277)

 

 

34,957 

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

 

48,121 

 

 

39 

 

 

(1,976)

 

 

46,184 

Total

$

89,888 

 

$

514 

 

$

(3,272)

 

$

87,130 



 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency obligations

$

10,039 

 

$

 -

 

$

(51)

 

$

9,988 

Municipal bonds

 

37,701 

 

 

1,089 

 

 

(469)

 

 

38,321 

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

 

42,532 

 

 

80 

 

 

(625)

 

 

41,987 

Total

$

90,272 

 

$

1,169 

 

$

(1,145)

 

$

90,296 



9

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

The amortized cost and fair value of securities as of September 30, 2018, 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

 

$

7,547 

 

$

7,551 

 

Due after one year through five years

 

 

5,461 

 

 

5,528 

 

Due after five years through ten years

 

 

8,576 

 

 

8,184 

 

Due after ten years

 

 

20,183 

 

 

19,683 

 



 

 

41,767 

 

 

40,946 

 

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

 

 

48,121 

 

 

46,184 

 



 

$

89,888 

 

$

87,130 

 



 

 

 

 

 

 

 

There were no sales of securities for the three and nine months ended September 30, 2018. Gross gains of $19 thousand were realized on the sales of securities for the three and nine months ended September 30, 2017, respectively.  There were no gross losses on the sales of securities during the three and nine months ended September 30, 2018 and 2017.



Securities with a carrying value of $82.8 million and $87.3 million at September 30, 2018 and December 31, 2017, 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 September 30, 2018 and December 31, 2017, respectively:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Less Than 12 Months

 

 

12 Months or More

 

 

Total



Fair Value

 

Unrealized Losses

 

Fair Value

 

Unrealized Losses

 

Fair Value

 

Unrealized Losses



 

(In Thousands)

September 30, 2018

 

U.S. Government agency obligations

$

1,000 

 

$

 -

 

$

4,989 

 

$

(19)

 

$

5,989 

 

$

(19)

Municipal bonds

 

6,473 

 

 

(361)

 

 

6,714 

 

 

(916)

 

 

13,187 

 

 

(1,277)

U.S. Government Sponsored Enterprise

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  (GSE) - Mortgage -backed securities -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  residential 

 

15,096 

 

 

(333)

 

 

30,543 

 

 

(1,643)

 

 

45,639 

 

 

(1,976)

Total Temporarily Impaired Securities

$

22,569 

 

$

(694)

 

$

42,246 

 

$

(2,578)

 

$

64,815 

 

$

(3,272)



 

.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency obligations

$

7,003 

 

$

(24)

 

$

2,985 

 

$

(27)

 

$

9,988 

 

$

(51)

Municipal bonds

 

2,415 

 

 

(77)

 

 

6,235 

 

 

(392)

 

 

8,650 

 

 

(469)

U.S. Government Sponsored Enterprise

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  (GSE) - Mortgage -backed securities -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  residential

 

25,295 

 

 

(305)

 

 

11,502 

 

 

(320)

 

 

36,797 

 

 

(625)

Total Temporarily Impaired Securities

$

34,713 

 

$

(406)

 

$

20,722 

 

$

(739)

 

$

55,435 

 

$

(1,145)



The Company had forty-eight (48) securities in an unrealized loss position at September 30, 2018. The unrealized losses are due only to market rate fluctuations. As of September 30, 2018, the Company either has the intent and ability to hold the securities until

10

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

maturity or market price recovery, or believes that it is more likely than not that it will not be required to sell such securities.  Management believes that the unrealized loss only represents temporary impairment of the securities. 



Note 4 – Restricted Investment in Bank Stock



Restricted investments in bank stock consist of FHLBank of Pittsburgh (“FHLB”) stock and Atlantic Community Bankers Bank (“ACBB”) stock.  The restricted stocks 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. The Bank had FHLB stock at a carrying value of $936 thousand and $3.0 million repurchased during the three and nine months ended September 30, 2018, respectively. There were no stock repurchases during the three months ended September 30, 2017 and $1.3 million repurchased during the nine months ended September 30, 2017, respectively. Stock purchases of $1.8 million and $5.1 million were made during the three and nine months ended September 30, 2018, respectively. There were no stock purchases during the three months ended September 30, 2017 and $1.3 million purchased during the nine months ended September 30, 2017, respectively. Dividend payments of $21 thousand and $35 thousand were received during the three and nine months ended September 30, 2018 and $5 thousand and $11 thousand were received during the three and nine months ended September 30, 2017, respectively.

 

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.



Based upon its evaluation of the foregoing criteria, management believes no impairment charge is necessary related to the FHLB or ACBB stock as of September 30, 2018.



Note 5 – Loans Receivable and Credit Quality



The following table presents the composition of loans receivable at September 30, 2018 and December 31, 2017, respectively:





 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



September 30, 2018

 

December 31, 2017



 

 

Percentage of

 

 

 

Percentage of



Balance

 

total Loans

 

Balance

 

total Loans



 

 

 

 

 

 

 

 

 



 

(Dollars in Thousands)



 

 

 

 

 

 

 

 

 

Commercial real estate

$

408,722 

 

43.90% 

 

$

347,292 

 

40.46% 

Commercial construction

 

15,182 

 

1.63% 

 

 

30,090 

 

3.51% 

Commercial

 

38,060 

 

4.09% 

 

 

36,406 

 

4.24% 

Residential real estate

 

468,324 

 

50.30% 

 

 

443,601 

 

51.68% 

Consumer

 

778 

 

0.08% 

 

 

904 

 

0.11% 

Total loans

 

931,066 

 

100.00% 

 

 

858,293 

 

100.00% 

Unearned origination fees

 

628 

 

 

 

 

458 

 

 

Allowance for loan losses

 

(7,533)

 

 

 

 

(7,040)

 

 



$

924,161 

 

 

 

$

851,711 

 

 



11

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention (potential weaknesses), substandard (well defined weaknesses) and doubtful (full collection unlikely) within the Company's internal risk rating system as of September 30, 2018 and December 31, 2017, respectively:





 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



Pass

 

Special Mention

 

Substandard

 

Doubtful

 

Total



 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018

 

(In Thousands)

Commercial real estate

$

403,489 

 

$

 -

 

$

5,233 

 

$

 -

 

$

408,722 

Commercial construction

 

14,867 

 

 

 -

 

 

315 

 

 

 -

 

 

15,182 

Commercial

 

38,060 

 

 

 -

 

 

 -

 

 

 -

 

 

38,060 

Residential real estate

 

467,052 

 

 

755 

 

 

517 

 

 

 -

 

 

468,324 

Consumer

 

778 

 

 

 -

 

 

 -

 

 

 -

 

 

778 

            Total

$

924,246 

 

$

755 

 

$

6,065 

 

$

 -

 

$

931,066 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

$

341,865 

 

$

 -

 

$

5,427 

 

$

 -

 

$

347,292 

Commercial construction

 

29,775 

 

 

 -

 

 

315 

 

 

 -

 

 

30,090 

Commercial

 

36,406 

 

 

 -

 

 

 -

 

 

 -

 

 

36,406 

Residential real estate

 

442,770 

 

 

 -

 

 

831 

 

 

 -

 

 

443,601 

Consumer

 

904 

 

 

 -

 

 

 -

 

 

 -

 

 

904 

            Total

$

851,720 

 

$

 -

 

$

6,573 

 

$

 -

 

$

858,293 



The Company had four (4) foreclosed assets in the amount of $480 thousand as of September 30, 2018, of which two (2) are residential real estate in the amount of $235 thousand. At September 30, 2018 and December 31, 2017, the Company had $353 thousand and $499 thousand, respectively, in recorded investment in consumer mortgage loans collateralized by residential real estate that are in the process of foreclosure.





The following table summarizes information in regards to impaired loans by loan portfolio class as of September 30, 2018 and December 31, 2017, respectively:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

September 30, 2018

 

December 31, 2017

 



 

Recorded Investment

 

Unpaid Principal Balance

 

Related Allowance

 

Recorded Investment

 

Unpaid Principal Balance

 

Related Allowance

 



 

(In Thousands)

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

5,504 

 

$

5,768 

 

 

 

 

$

7,383 

 

$

7,748 

 

 

 

 

  Commercial construction

 

 

315 

 

 

315 

 

 

 

 

 

315 

 

 

315 

 

 

 

 

  Commercial

 

 

 -

 

 

 -

 

 

 

 

 

 -

 

 

 -

 

 

 

 

  Residential real estate

 

 

823 

 

 

1,128 

 

 

 

 

 

1,043 

 

 

1,329 

 

 

 

 

  Consumer

 

 

 -

 

 

 -

 

 

 

 

 

 -

 

 

 -

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

 -

 

$

 -

 

$

 -

 

$

 -

 

$

 -

 

$

 -

 

  Commercial construction

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

  Commercial

 

 

241 

 

 

241 

 

 

34 

 

 

245 

 

 

245 

 

 

39 

 

  Residential real estate

 

 

856 

 

 

856 

 

 

167 

 

 

986 

 

 

986 

 

 

212 

 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

5,504 

 

$

5,768 

 

$

 -

 

$

7,383 

 

$

7,748 

 

$

 -

 

  Commercial construction

 

 

315 

 

 

315 

 

 

 -

 

 

315 

 

 

315 

 

 

 -

 

  Commercial

 

 

241 

 

 

241 

 

 

34 

 

 

245 

 

 

245 

 

 

39 

 

  Residential real estate

 

 

1,679 

 

 

1,984 

 

 

167 

 

 

2,029 

 

 

2,315 

 

 

212 

 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

12

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 



 

$

7,739 

 

$

8,308 

 

$

201 

 

$

9,972 

 

$

10,623 

 

$

251 

 

The following tables summarize information regarding the average recorded investment and interest income recognized on impaired loans by loan portfolio for the three and nine months ended September 30, 2018 and 2017, respectively:





 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended September 30,



 

2018

 

2017



 

Average Recorded Investment

 

Interest Income Recognized

 

Average Recorded Investment

 

Interest Income Recognized



 

(In Thousands)

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

5,738 

 

$

58 

 

$

5,517 

 

$

55 

  Commercial construction

 

 

315 

 

 

 

 

315 

 

 

  Commercial

 

 

37 

 

 

 -

 

 

 -

 

 

 -

  Residential real estate

 

 

849 

 

 

 

 

909 

 

 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

 -

 

$

 -

 

$

2,006 

 

$

  Commercial construction

 

 

 -

 

 

 -

 

 

 -

 

 

 -

  Commercial

 

 

242 

 

 

 

 

247 

 

 

  Residential real estate

 

 

911 

 

 

 

 

1,213 

 

 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total:

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

5,738 

 

$

58 

 

$

7,523 

 

$

62 

  Commercial construction

 

 

315 

 

 

 

 

315 

 

 

  Commercial

 

 

279 

 

 

 

 

247 

 

 

  Residential real estate

 

 

1,760 

 

 

10 

 

 

2,122 

 

 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -



 

$

8,092 

 

$

73 

 

$

10,207 

 

$

73 







 

 

 

 

 

 

 

 

 

 

 

 



 

Nine Months Ended September 30,



 

2018

 

2017



 

Average Recorded Investment

 

Interest Income Recognized

 

Average Recorded Investment

 

Interest Income Recognized



 

(In Thousands)

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

6,146 

 

$

181 

 

$

6,730 

 

$

167 

  Commercial construction

 

 

315 

 

 

 

 

315 

 

 

  Commercial

 

 

18 

 

 

 

 

50 

 

 

 -

  Residential real estate

 

 

916 

 

 

 

 

1,191 

 

 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

 -

 

$

 -

 

$

1,003 

 

$

17 

  Commercial construction

 

 

 -

 

 

 -

 

 

 -

 

 

 -

  Commercial

 

 

243 

 

 

 

 

255 

 

 

  Residential real estate

 

 

945 

 

 

23 

 

 

1,009 

 

 

13 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total:

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

6,146 

 

$

181 

 

$

7,733 

 

$

184 

  Commercial construction

 

 

315 

 

 

 

 

315 

 

 

  Commercial

 

 

261 

 

 

 

 

305 

 

 

  Residential real estate

 

 

1,861 

 

 

31 

 

 

2,200 

 

 

17 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

13

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 



 

$

8,583 

 

$

229 

 

$

10,553 

 

$

217 

The following table presents non-accrual loans by classes of the loan portfolio:





 

 

 

 

 

 



 

 

 

 

 

 



September 30, 2018

 

December 31, 2017

 



 

 

 

 

 

 



(In Thousands)

 

  Commercial real estate

$

 -

 

$

104 

 

  Commercial construction

 

 -

 

 

 -

 

  Commercial

 

 -

 

 

 -

 

  Residential real estate

 

378 

 

 

686 

 

  Consumer

 

 -

 

 

 -

 

      Total

$

378 

 

$

790 

 





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 September 30, 2018 and December 31, 2017, 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



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018

(In Thousands)

Commercial real estate

$

720 

 

$

 -

 

$

 -

 

$

720 

 

$

408,002 

 

$

408,722 

 

$

 -

Commercial construction

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

15,182 

 

 

15,182 

 

 

 -

Commercial

 

180 

 

 

819 

 

 

 -

 

 

999 

 

 

37,061 

 

 

38,060 

 

 

 -

Residential real estate

 

1,203 

 

 

 -

 

 

91 

 

 

1,294 

 

 

467,030 

 

 

468,324 

 

 

 -

Consumer

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

778 

 

 

778 

 

 

 -

            Total

$

2,103 

 

$

819 

 

$

91 

 

$

3,013 

 

$

928,053 

 

$

931,066 

 

$

 -



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

$

2,852 

 

$

 -

 

$

104 

 

$

2,956 

 

$

344,336 

 

$

347,292 

 

$

 -

Commercial construction

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

30,090 

 

 

30,090 

 

 

 -

Commercial

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

36,406 

 

 

36,406 

 

 

 -

Residential real estate

 

1,036 

 

 

1,800 

 

 

634 

 

 

3,470 

 

 

440,131 

 

 

443,601 

 

 

 -

Consumer

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

904 

 

 

904 

 

 

 -

            Total

$

3,888 

 

$

1,800 

 

$

738 

 

$

6,426 

 

$

851,867 

 

$

858,293 

 

$

 -



14

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 



The following tables detail the activity in the allowance for loan losses for the three and nine months ended September 30, 2018 and 2017:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Commercial Real Estate

 

Commercial Construction

 

Commercial

 

Residential Real Estate

 

Consumer

 

Unallocated

 

Total



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Allowance for loan losses

(In Thousands)



Three Months Ending September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Beginning Balance - June 30, 2018

$

2,381 

 

$

158 

 

$

420 

 

$

3,793 

 

$

27 

 

$

694 

 

$

7,473 



  Charge-offs

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -



  Recoveries

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -



  Provisions

 

62 

 

 

(51)

 

 

(23)

 

 

26 

 

 

(7)

 

 

53 

 

 

60 



Ending Balance - September 30, 2018

$

2,443 

 

$

107 

 

$

397 

 

$

3,819 

 

$

20 

 

$

747 

 

$

7,533 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Nine Months Ending September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Beginning Balance - December 31, 2017

$

2,251 

 

$

369 

 

$

472 

 

$

3,510 

 

$

18 

 

$

420 

 

$

7,040 



  Charge-offs

 

 -

 

 

 -

 

 

(40)

 

 

(23)

 

 

 -

 

 

 -

 

 

(63)



  Recoveries

 

 

 

 -

 

 

 -

 

 

 

 

 -

 

 

 -

 

 

16 



  Provisions

 

184 

 

 

(262)

 

 

(35)

 

 

324 

 

 

 

 

327 

 

 

540 



Ending Balance - September 30, 2018

$

2,443 

 

$

107 

 

$

397 

 

$

3,819 

 

$

20 

 

$

747 

 

$

7,533 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Three Months Ending September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Beginning Balance - June 30, 2017

$

2,154 

 

$

473 

 

$

493 

 

$

3,370 

 

$

27 

 

$

244 

 

$

6,761 



  Charge-offs

 

(108)

 

 

 -

 

 

 -

 

 

(123)

 

 

 -

 

 

 -

 

 

(231)



  Recoveries

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -



  Provisions

 

146 

 

 

(49)

 

 

48 

 

 

182 

 

 

(10)

 

 

 

 

320 



Ending Balance - September 30, 2017

$

2,192 

 

$

424 

 

$

541 

 

$

3,429 

 

$

17 

 

$

247 

 

$

6,850 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Nine Months Ending September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Beginning Balance - December 31, 2016

$

2,349 

 

$

516 

 

$

423 

 

$

2,937 

 

$

15 

 

$

277 

 

$

6,517 



  Charge-offs

 

(108)

 

 

 -

 

 

(122)

 

 

(185)

 

 

 -

 

 

 -

 

 

(415)



  Recoveries

 

13 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

13 



  Provisions

 

(62)

 

 

(92)

 

 

240 

 

 

677 

 

 

 

 

(30)

 

 

735 



Ending Balance - September 30, 2017

$

2,192 

 

$

424 

 

$

541 

 

$

3,429 

 

$

17 

 

$

247 

 

$

6,850 



15

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 



The following tables represent the allocation for loan losses and the related loan portfolio disaggregated based on impairment methodology at September 30, 2018 and December 31, 2017:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Commercial Real Estate

 

Commercial Construction

 

Commercial

 

Residential Real Estate

 

Consumer

 

Unallocated

 

Total



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



(In Thousands)

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance

$

2,443 

 

$

107 

 

$

397 

 

$

3,819 

 

$

20 

 

$

747 

 

$

7,533 

Ending balance: individually evaluated for impairment

$

 -

 

$

 -

 

$

34 

 

$

167 

 

$

 -

 

$

 -

 

$

201 

Ending balance: collectively evaluated for impairment

$

2,443 

 

$

107 

 

$

363 

 

$

3,652 

 

$

20 

 

$

747 

 

$

7,332 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

$

408,722 

 

$

15,182 

 

$

38,060 

 

$

468,324 

 

$

778 

 

 

 

 

$

931,066 

Ending balance: individually evaluated for impairment

$

5,504 

 

$

315 

 

$

241 

 

$

1,679 

 

$

 -

 

 

 

 

$

7,739 

Ending balance: collectively evaluated for impairment

$

403,218 

 

$

14,867 

 

$

37,819 

 

$

466,645 

 

$

778 

 

 

 

 

$

923,327 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance

$

2,251 

 

$

369 

 

$

472 

 

$

3,510 

 

$

18 

 

$

420 

 

$

7,040 

Ending balance: individually evaluated for impairment

$

 -

 

$

 -

 

$

39 

 

$

212 

 

$

 -

 

$

 -

 

$

251 

Ending balance: collectively evaluated for impairment

$

2,251 

 

$

369 

 

$

433 

 

$

3,298 

 

$

18 

 

$

420 

 

$

6,789 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

$

347,292 

 

$

30,090 

 

$

36,406 

 

$

443,601 

 

$

904 

 

 

 

 

$

858,293 

Ending balance: individually evaluated for impairment

$

7,383 

 

$

315 

 

$

245 

 

$

2,029 

 

$

 -

 

 

 

 

$

9,972 

Ending balance: collectively evaluated for impairment

$

339,909 

 

$

29,775 

 

$

36,161 

 

$

441,572 

 

$

904 

 

 

 

 

$

848,321 



Troubled Debt Restructurings



The Company may grant a concession or modification for economic or legal reasons related to a borrower’s financial condition that it would not otherwise consider, resulting in a modified loan which is then identified as troubled debt restructuring (“TDR”).  The Company may modify loans through rate reductions, extensions to maturity, interest only payments, or payment modifications to better coincide the timing of payments due under the modified terms with the expected timing of cash flows from the borrowers’ operations.  Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral.  TDRs are considered impaired loans for purposes of calculating the Company’s allowance for loan losses.



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

16

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

The following table presents TDR’s outstanding:



 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



Accrual Loans

 

Non-Accrual Loans

 

Total Modifications



 

 

 

 

 

 

 

 

September 30, 2018

(In Thousands)

Commercial real estate

$

1,309 

 

$

 -

 

$

1,309 

Commercial construction

 

260 

 

 

 -

 

 

260 

Commercial

 

241 

 

 

 -

 

 

241 

Residential real estate

 

1,161 

 

 

25 

 

 

1,186 

Consumer

 

 -

 

 

 -

 

 

 -



$

2,971 

 

$

25 

 

$

2,996 



 

 

 

 

 

 

 

 

December 31, 2017

 

Commercial real estate

$

3,002 

 

$

 -

 

$

3,002 

Commercial construction

 

260 

 

 

 -

 

 

260 

Commercial

 

245 

 

 

 -

 

 

245 

Residential real estate

 

1,198 

 

 

52 

 

 

1,250 

Consumer

 

 -

 

 

 -

 

 

 -



$

4,705 

 

$

52 

 

$

4,757 





As of September 30, 2018, no available commitments were outstanding on TDRs.



There were no newly restructured loans that occurred during the three and nine months ended September 30, 2018.



The following table presents newly restructured loans that occurred during the three and nine months ended September 30, 2017.







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

Number of Loans

 

Pre-Modification Outstanding Balance

 

Post- Modification Outstanding Balance



 

 

 

 

 

 

 

 



 

(Dollars In Thousands)

Three Months Ending September 30, 2017

 

 

 

 

 

 

 

 

Residential real estate

 

 2

 

$

122 

 

$

53 



 

 2

 

$

122 

 

$

53 



 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

Nine Months Ending September 30, 2017

 

 

 

 

 

 

 

 

Residential real estate

 

 2

 

$

122 

 

$

53 



 

 2

 

$

122 

 

$

53 



The residential loans above were restructured through a payment modification and had no impairment reserve recorded in the allowance for loan loss for the three and nine months ending September 30, 2017.

e



There were no loans that were modified and classified as a TDR within the prior twelve months that experienced a payment default (loans ninety days or more past due) during the three and nine months ended September 30, 2018 and 2017.



Note 6 – Guarantees



The Company, through the Bank, does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued, have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Bank generally holds collateral and/or personal guarantees supporting these commitments. The Company had $5.5 million of standby letters of credit outstanding as of September 30, 2018. The approximate value of underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $4.3 million. Management does not consider the current amount of the liability as of September 30, 2018 for guarantees under standby letters of credit issued to be material.

17

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 7 – Deposits



The components of deposits at September 30, 2018 and December 31, 2017 are as follows:





















 

 

 

 

 



 

 

 

 

 



September 30,

 

December 31,



2018

 

2017



(In Thousands)



 

 

 

 

 

Demand, non-interest bearing

$

146,583 

 

$

139,974 

Demand, NOW and money market, interest bearing

 

130,881 

 

 

110,122 

Savings

 

450,745 

 

 

507,840 

Time, $250 and over

 

70,273 

 

 

61,234 

Time, other

 

117,594 

 

 

81,684 

Total deposits

$

916,076 

 

$

900,854 





Note 8 – Offsetting Assets and Liabilities



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 ownership 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 sheet, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Company does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements.



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



The following table presents the liabilities subject to an enforceable master netting arrangement or repurchase agreements as of September 30, 2018 and December 31, 2017:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

Net Amounts

 

 

 

 

 

 

 

 

 



 

 

Gross

 

 

Gross Amounts

 

 

of Liabilities

 

 

 

 

 

 

 

 

 



 

 

Amounts of

 

 

Offset in the

 

 

Presented in the

 

 

 

 

 

Cash

 

 

 



 

 

Recognized

 

 

Consolidated

 

 

Consolidated

 

 

Financial

 

 

Collateral

 

 

 



 

 

Liabilities

 

 

Balance Sheet

 

 

Balance Sheet

 

 

Instruments

 

 

Pledged

 

 

Net Amount



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

(In Thousands)

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase Agreements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Institutions

 

$

17,875 

 

$

 -

 

$

17,875 

 

$

(17,875)

 

$

 -

 

$

 -



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase Agreements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Institutions

 

$

9,999 

 

$

 -

 

$

9,999 

 

$

(9,999)

 

$

 -

 

$

 -



18

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

As of September 30, 2018 and December 31, 2017, the fair value of securities pledged was $20.7 million and $15.8 million, respectively.

Note 9 – Short-term and Long-term Borrowings



Securities sold under agreements to repurchase, 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 September 30, 2018, the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $533.0 million.  This borrowing capacity with the FHLB includes a line of credit of $150.0 million. As of September 30, 2018, a one week short-term FHLB advance of $50.9 million was outstanding at a rate of 2.50% and no short-term FHLB advances were outstanding as of December 31, 2017. The 2018 funding was the result of the difference between the deposit growth and loan growth.  There were no long-term FHLB advances outstanding as of September 30, 2018 and December 31, 2017. All FHLB borrowings are secured by qualifying assets of the Bank.



The Bank has a federal funds line of credit with the ACBB of $10.0 million, of which none was outstanding at September 30, 2018 and December 31, 2017. Advances from this line are unsecured.











Note 10 – Stock Incentive Plan and Employee Stock Purchase Plan



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 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. At inception, the aggregate number of shares available for issuance under the SIP was 500,000. 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 15, 2020. At September 30, 2018, there were 270,559 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 three to nine service 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 plan and through the period ended September 30, 2018, there have been 113,198 awards granted. There were no awards granted during the three months ended September 30, 2018 and 2017. During the nine months ended September 30, 2018 and 2017 there were 6,731 and 5,156 awards granted, respectively. The Company recognized compensation expense for restricted stock awards during the three months and nine months ended September 30, 2018 of $44 thousand and $151 thousand; and during the three and nine months ended September 30, 2017, the Company recognized $24 thousand and $72 thousand, respectively.



In December 2016, January 2014, February 2013 and 2012, the Company granted stock options to purchase 4,227, 29,663, 29,742 and 52,611 shares of stock to certain executive officers under individual agreements and/or in accordance with their respective employment agreements.  No stock options were granted in 2018, 2017 or 2015. Stock compensation expense related to these options was $1 thousand and $3 thousand for the three and nine months ended September 30, 2018 and $2 thousand and $5 thousand for the three and nine months ended September 30, 2017, respectively. At September 30, 2018, approximately $6 thousand of unrecognized cost related to these stock options granted in 2016 will be recognized over the next 1.22 years, respectively.



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

19

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

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 6,160 shares have been issued as of September 30, 2018. The Company recognized discount expense in relation to the employee stock purchase plan of $1 thousand and $2 thousand during the three and nine months ended September 30, 2018 and September 30, 2017, respectively.



Note 11 – Other Comprehensive (Loss) Income

Accounting principles generally require 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 balance sheet, such items, along with net income, are components of comprehensive (loss) income.



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







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended September 30,



 

2018

 

2017



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

(In Thousands)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Before

 

Tax

 

Net of

 

Before

 

Tax

 

Net of



 

Tax

 

Effect

 

Tax

 

Tax

 

Effect

 

Tax

Change in accumulated other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding losses on securities
   available for sale

 

$

(783)

 

$

164 

 

$

(619)

 

$

(162)

 

$

56 

 

$

(106)

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

 

 

 -

 

 

 -

 

 

 -

 

 

(19)

 

 

 

 

(13)

Total other comprehensive loss

 

$

(783)

 

$

164 

 

$

(619)

 

$

(181)

 

$

62 

 

$

(119)







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Nine Months Ended September 30,



 

2018

 

2017



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

(In Thousands)



 

Before

 

Tax

 

Net of

 

Before

 

Tax

 

Net of



 

Tax

 

Effect

 

Tax

 

Tax

 

Effect

 

Tax

Change in accumulated other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding (losses) gains on securities
   available for sale

 

$

(2,782)

 

$

584 

 

$

(2,198)

 

$

1,188 

 

$

(404)

 

$

784 

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

 

 

 -

 

 

 -

 

 

 -

 

 

(19)

 

 

 

 

(13)

Total other comprehensive (loss) income

 

$

(2,782)

 

$

584 

 

$

(2,198)

 

$

1,169 

 

$

(398)

 

$

771 



A.

Realized gains on securities transactions included in gain on sales of securities, net, in the accompanying Consolidated Statements of Income.

B.

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



A summary of the realized gains on securities available for sale, net of tax, for the three and nine months ended September 30, 2018 and 2017 are as follows:

 







 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Nine Months Ended



 

September 30,

 

September 30,



 

 

2018

 

 

2017

 

 

2018

 

 

2017



 

 

 

 

 

 

 

 

 

 

 

 



 

(In Thousands)

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

Realized gains on securities transactions

 

$

 -

 

$

(19)

 

$

 -

 

$

(19)

Income taxes

 

 

 -

 

 

 

 

 -

 

 

Net of tax

 

$

 -

 

$

(13)

 

$

 -

 

$

(13)

20

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

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





















 

 

 



 

 

 



 

Securities



 

Available



 

for Sale

Three Months Ended September 30, 2018 and 2017

 

(In Thousands)

Balance June 30, 2018

 

$

(1,560)

Other comprehensive loss before reclassifications

 

 

(619)

Amounts reclassified from accumulated other
   comprehensive income

 

 

 -

Net other comprehensive loss during the period

 

 

(619)

Balance September 30, 2018

 

$

(2,179)



 

 

 

Balance June 30, 2017

 

$

866 

Other comprehensive loss before reclassifications

 

 

(106)

Amounts reclassified from accumulated other
   comprehensive income

 

 

(13)

Net other comprehensive loss during the period

 

 

(119)

Balance September 30, 2017

 

$

747 



 

 

 



 

 

 



 

 

 

Nine Months Ended September 30, 2018 and 2017

 

 

 

Balance January 1, 2018

 

$

19 

Other comprehensive loss before reclassifications

 

 

(2,198)

Amounts reclassified from accumulated other
   comprehensive income

 

 

 -

Net other comprehensive loss during the period

 

 

(2,198)

Balance September 30, 2018

 

$

(2,179)



 

 

 

Balance January 1, 2017

 

$

(24)

Other comprehensive income before reclassifications

 

 

784 

Amounts reclassified from accumulated other
   comprehensive income

 

 

(13)

Net other comprehensive income during the period

 

 

771 

Balance September 30, 2017

 

$

747 



 

 

 



21

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 



Note 12 – Basic and Diluted 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.





 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

Three Months Ended

 

Nine Months Ended

 



 

 

September 30,

 

September 30,

 



 

 

2018

 

2017

 

2018

 

2017

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

(Dollars In Thousands, Except Share and Per Share Data)

 



Net income

 

$

2,680 

 

$

2,233 

 

$

7,567 

 

$

6,218 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



Weighted average shares outstanding

 

 

7,474,877 

 

 

7,444,231 

 

 

7,473,044 

 

 

7,445,997 

 



Dilutive effect of potential common shares, stock options

 

 

66,573 

 

 

57,076 

 

 

66,508 

 

 

57,038 

 



Diluted weighted average common shares outstanding

 

 

7,541,450 

 

 

7,501,307 

 

 

7,539,552 

 

 

7,503,035 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



Basic earnings per share

 

$

0.36 

 

$

0.30 

 

$

1.01 

 

$

0.84 

 



Diluted earnings per share

 

$

0.35 

 

$

0.30 

 

$

1.00 

 

$

0.83 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

There were no stock options not considered in computing diluted earnings per common share for the three and nine months ended September 30, 2018. Stock options of 4,227 were not considered in computing diluted earnings per common share for the three and nine months ended September 30, 2017.



Note 13 – Fair Value Measurements 



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.

ASC Topic 860 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 under ASC Topic 860 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).

22

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

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 September 30, 2018 and December 31, 2017, respectively, are as follows: 





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

 

(Level 1)

 

 

(Level 2)

 

 

 

 

 

 



 

 

Quoted

 

 

Significant

 

 

(Level 3)

 

 

 



 

 

Prices in Active

 

 

Other

 

 

Significant

 

 

 



 

 

Markets for

 

 

Observable

 

 

Unobservable

 

 

 



Description

  Identical Assets

 

 Inputs

 

Inputs

 

Total



 

 

 

 

 

 

 

 

 

 

 

 



 

 

(In Thousands)



U.S. Government agency obligations

$

 -

 

$

5,989 

 

$

 -

 

$

5,989 



Municipal bonds

 

 -

 

 

34,957 

 

 

 -

 

 

34,957 



U.S. Government Sponsored Enterprise (GSE) -

 

 

 

 

 

 

 

 

 

 

 



  Mortgage-backed securities - residential

 

 -

 

 

46,184 

 

 

 -

 

 

46,184 



September 30, 2018 Securities available for sale

$

 -

 

$

87,130 

 

$

 -

 

$

87,130 



 

 

 

 

 

 

 

 

 

 

 

 



U.S. Government agency obligations

$

 -

 

$

9,988 

 

$

 -

 

$

9,988 



Municipal bonds

 

 -

 

 

38,321 

 

 

 -

 

 

38,321 



U.S. Government Sponsored Enterprise (GSE) -

 

 

 

 

 

 

 

 

 

 

 



  Mortgage-backed securities - residential

 

 -

 

 

41,987 

 

 

 -

 

 

41,987 



December 31, 2017 Securities available for sale

$

 -

 

$

90,296 

 

$

 -

 

$

90,296 



For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2018 and December 31, 2017, respectively, are as follows:





 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

(Level 1)

 

 

(Level 2)

 

 

 

 

 

 



 

Quoted

 

 

Significant

 

 

(Level 3)

 

 

 



 

Prices in Active

 

 

Other

 

 

Significant

 

 

 



 

Markets for

 

 

Observable

 

 

Unobservable

 

 

 

Description

  Identical Assets

 

 Inputs

 

Inputs

 

Total



 

(In Thousands)

September 30, 2018 Impaired loans

$

 -

 

$

 -

 

$

896 

 

$

896 

September 30, 2018 Other real estate owned

$

 -

 

$

 -

 

$

480 

 

$

480 

December 31, 2017 Impaired loans

$

 -

 

$

 -

 

$

980 

 

$

980 

December 31, 2017 Other real estate owned

$

 -

 

$

 -

 

$

458 

 

$

458 



Fair value is generally determined through independent appraisals of the underlying collateral, which generally include Level 3 input which are not identifiable. Fair values may also include qualitative adjustments by management based on economic conditions and liquidation expenses.



Impaired loans are those that are accounted for under existing FASB guidance,  in which the Bank has measured impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. 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 September 30, 2018, of the impaired loans having an aggregate balance of $7.7 million, $6.6 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 $1.1 million in impaired loans, an aggregate valuation allowance of $201 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 are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement.

23

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

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)

 

September 30, 2018:

 

 

 

 

 

 

 

 

 

Impaired loans

$

896 

 

Appraisal of collateral

 

Appraisal adjustments (1)

 

0% to -25%  (-17.9%)

 



 

 

 

 

 

Liquidation expenses (2)

 

0% to -8.5%  (-8.2%)

 

Other real estate owned

$

480 

 

Listings, Letters of Intent

 

Liquidation expenses (2)

 

-5%  (-5%)

 



 

 

 

& Third Party Evaluations

 

 

 

 

 

December 31, 2017:

 

 

 

 

 

 

 

 

 

Impaired loans

$

980 

 

Appraisal of collateral

 

Appraisal adjustments (1)

 

0% to -25%  (-23.2%)

 



 

 

 

 

 

Liquidation expenses (2)

 

0% to -8.5%  (-7.7%)

 

Other real estate owned

$

458 

 

Listings, Letters of Intent

 

Liquidation expenses (2)

 

-5%  (-5%)

 



 

 

 

& Third Party Evaluations

 

 

 

 

 



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 following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at September 30, 2018 and December 31, 2017:



Securities Available for Sale (Carried at Fair Value)

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.





24

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

The estimated fair values of the Company’s financial instruments were as follows at September 30, 2018 and December 31, 2017:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

(Level 1)

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

Quoted

 

 

(Level 2)

 

 

(Level 3)

 



 

 

 

 

 

 

 

 

Prices in Active

 

 

Significant Other

 

 

Significant

 



 

 

Carrying

 

 

Fair Value

 

 

Markets for

 

 

Observable

 

 

Unobservable

 



 

 

Amount

 

 

Estimate

 

 

Identical Assets

 

 

Inputs

 

 

Inputs

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

(In Thousands)

 

September 30, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

34,311 

 

$

34,311 

 

$

34,311 

 

$

 -

 

$

 -

 

Securities available-for-sale

 

 

87,130 

 

 

87,130 

 

 

 -

 

 

87,130 

 

 

 -

 

Loans receivable, net of allowance

 

 

924,161 

 

 

903,726 

 

 

 -

 

 

 -

 

 

903,726 

 

Restricted investments in bank stock

 

 

2,671 

 

 

2,671 

 

 

 -

 

 

2,671 

 

 

 -

 

Accrued interest receivable

 

 

2,110 

 

 

2,110 

 

 

 -

 

 

2,110 

 

 

 -

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

916,076 

 

 

914,572 

 

 

 -

 

 

914,572 

 

 

 -

 

Securities sold under agreements to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  repurchase and federal funds purchased

 

 

17,875 

 

 

17,860 

 

 

 -

 

 

17,860 

 

 

 -

 

Short-term borrowings

 

 

50,921 

 

 

50,921 

 

 

 -

 

 

50,921 

 

 

 -

 

Accrued interest payable

 

 

1,296 

 

 

1,296 

 

 

 -

 

 

1,296 

 

 

 -

 

Off-balance sheet financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments to grant loans

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

Unfunded commitments under lines of credit

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

Standby letters of credit

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

33,534 

 

$

33,534 

 

$

33,534 

 

$

 -

 

$

 -

 

Securities available-for-sale

 

 

90,296 

 

 

90,296 

 

 

 -

 

 

90,296 

 

 

 -

 

Loans receivable, net of allowance

 

 

851,711 

 

 

849,328 

 

 

 -

 

 

 -

 

 

849,328 

 

Restricted investments in bank stock

 

 

583 

 

 

583 

 

 

 -

 

 

583 

 

 

 -

 

Accrued interest receivable

 

 

1,983 

 

 

1,983 

 

 

 -

 

 

1,983 

 

 

 -

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

900,854 

 

 

900,232 

 

 

 -

 

 

900,232 

 

 

 -

 

Securities sold under agreements to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  repurchase and federal funds purchased

 

 

9,999 

 

 

9,994 

 

 

 -

 

 

9,994 

 

 

 -

 

Accrued interest payable

 

 

874 

 

 

874 

 

 

 -

 

 

874 

 

 

 -

 

Off-balance sheet financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments to grant loans

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

Unfunded commitments under lines of credit

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

Standby letters of credit

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 















Note 14 – Future Accounting Standards 



In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will supersede the current lease requirements in Topic 840. The ASU requires lessees to recognize a right of use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of income. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance sheet. The reporting of lease related expenses in the statements of income and cash flows will be generally consistent with the current guidance. The new guidance will be effective for the Company in 2019. Once effective, the standard will be applied using the optional transition method in accordance with the July 2018 issued ASU No. 2018-11 which allows the Company to choose the optional transition method, instead of the modified retrospective transition method previously considered. The Company

25

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

has reviewed the lease population and are in the process of determining which renewal terms will be exercised. The Company expects an increase on the Consolidated Balance Sheet in the first quarter of 2019 for the right of use asset and right of use liability, however, the affect to equity and earnings will be insignificant.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. This guidance is effective for the Company in 2020. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements and results of operations, however due to the significant differences in the revised guidance from existing U.S. GAAP, the implementation of this guidance may result in material changes to the Company’s accounting for credit losses on financial instruments.





 

26

 


 

 

 Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This discussion and analysis provides an overview of the financial condition and results of operations of Embassy Bancorp, Inc. (the “Company”) as of September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017, respectively. This discussion should be read in conjunction with the preceding consolidated financial statements and related footnotes, as well as with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2017, included in the Company’s Form 10-K filed with the Securities and Exchange Commission. Current performance does not guarantee and may not be indicative of similar performance in the future.



Critical Accounting Policies



Disclosure of the Company’s significant accounting policies is included in Note 1 to the consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2017. Some of these policies are particularly sensitive, requiring significant judgments, estimates and assumptions to be made by management, most particularly in connection with determining the provision for loan losses and the appropriate level of the allowance for loan losses and the valuation of deferred tax assets. Additional information is contained in this Form 10-Q under the paragraphs titled “Provision for Loan Losses,” “Credit Risk and Loan Quality,” and “Income Taxes” contained on the following pages.



Caution About Forward-looking Statements



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



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



No assurance can be given that the future results covered by forward-looking statements will be achieved. Such statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could impact the Company’s operating results include, but are not limited to, (i) the effects of changing economic conditions in the Company’s market areas and nationally, (ii) credit risks of commercial, real estate, consumer and other lending activities, (iii) significant changes in interest rates, (iv) changes in federal and state banking laws and regulations which could impact the Company’s operations, and (v) other external developments which could materially affect the Company’s business and operations, as well as the risks described in the Company’s Form 10-K for the year ended December 31, 2017.



OVERVIEW



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. Embassy Holdings, LLC (the “LLC”) is a wholly-owned subsidiary of the Bank organized to engage in the holding of property acquired by the Bank in satisfaction of debts previously contracted.  As such, the consolidated financial statements contained herein include the accounts of the Company, the Bank and the LLC.



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.



According to FDIC data, as of June 30, 2018, the Company ranks 6th in market share in Northampton County with four (4) offices, and 6th in Lehigh County with four (4) offices, with a combine deposit market share of 6.89% for both counties. The Company currently has nine (9) offices after its August 2018 opening of the Preview Center office in Macungie in advance of its new permanent Macungie Office scheduled to open in 2019.

 

27

 


 

 

The Company’s assets increased $79.8 million from $997.0 million at December 31, 2017 to $1.08 billion at September 30, 2018. The Company's deposits grew $15.2 million from $900.9 million at December 31, 2017 to $916.1 million at September 30, 2018. The growth in the Company’s deposits resulted primarily from a highly effective relationship building, sales and marketing effort, which served to further increase the Company’s overall presence in the market it serves, along with deposit relationships developed as a result of cross-marketing efforts to its loan and other non-depository banking service customers. The Bank also continued to capitalize on opportunities created by recent mergers and competitive branch closures in the Company’s market area, attracting customers looking to relocate to a local, reputable community bank. During the same period, loans receivable, net of allowance for loan losses, increased $72.5 million from $851.7 million at December 31, 2017 to $924.2 million at September 30, 2018. The Company funded the difference between deposit growth and loan growth with short term FHLB borrowings of $50.9 million. The market is very competitive and the Company is committed to maintaining a high quality portfolio that returns a reasonable market rate. While the past and current economic and competitive conditions in the marketplace have created more competition for loans to credit-worthy customers, the Company anticipates that its lending activity will increase in the short-term, as the Company expands its market presence and continues to focus on developing a reputation as being a market leader in both commercial and consumer/mortgage lending. Management believes that this combination of relationship building, cross marketing and responsible underwriting will translate into continued growth of a portfolio of quality loans and core deposit relationships, although there can be no assurance of this. The Company continues to monitor interest rate exposure of its interest bearing assets and liabilities and believes that it is well positioned for any anticipated future market rate adjustments.



Net income for the three months ended September 30, 2018 was $2.7 million compared to net income for the three months ended September 30, 2017 of $2.2 million, an increase of $447 thousand, or 20.0%.  Net income for the nine months ended September 30, 2018 was $7.6 million compared to net income for the nine months ended September 30, 2017 of $6.2 million, an increase of $1.3 million, or 21.7%. Diluted earnings per share increased to $1.00 for the nine months ended September 30, 2018, as compared to $0.83 for the nine months ended September 30, 2017.  Basic earnings per share increased to $1.01 for the nine months ended September 30, 2018, as compared to $0.84 for the nine months ended September 30, 2017. The difference in net income for the nine months ended September 30, 2018 and September 30, 2017 resulted, in part, from an increase in net interest income due to the Company’s growing loan portfolio and increase in yields, the change in the mix of the Company’s investment portfolio, a decrease in credit card processing income and expense due to a conversion to a new merchant processing vendor, which resulted in an overall net increase in merchant processing income, and a decrease of $839 thousand in income tax expense due to a reduction in the corporate tax rate from the Tax Cuts and Jobs Act (the “Tax Act”), which was partially offset by increased interest expense from the growth in deposits and the rising rate environment, an increase in FHLB borrowings and an increase in non-interest expenses. In August 2018, the Company opened a Preview Center office in Macungie in advance of its new permanent Macungie Office scheduled to open in 2019. The hires for the Macungie location, along with new hires needed for Company growth, contributed to the 8.5% increase in full-time equivalent employees from eighty-two (82) at September 30, 2017 to eighty-nine (89) at September 30, 2018.  The increase in the number of employees, together with the annual increases in salaries and benefits, resulted in an increase in overall salary and benefits of $790 thousand.

 

RESULTS OF OPERATIONS



Net Interest Income



Total interest income for the three months ended September 30, 2018 and 2017 totaled $10.0 million and $8.8 million, respectively.  Average earning assets were $1.04 billion for the three months ended September 30, 2018, as compared to $959.6 million for the three months ended September 30, 2017. The tax equivalent yield on average earning assets was 3.85% for the third quarter of 2018 compared to 3.71% for the third quarter of 2017.



Total interest expense for the three months ended September 30, 2018 increased $587 thousand to $1.7 million as compared to $1.1 million for the three months ended September 30, 2017. Average interest bearing liabilities were $826.1 million for the three months ended September 30, 2018, as compared to $772.7 million for the three months ended September 30, 2017.  The yield on average interest bearing liabilities was 0.81% and 0.56% for the third quarter of 2018 and 2017.



Net interest income for the three months ended September 30, 2018 was $8.3 million compared to $7.7 million for the three months ended September 30, 2017. The improvement in net interest income for the three months ended September 30, 2018 is a result of the growth in the loan portfolio and increase in the taxable loan rate, the change in the mix of the investment portfolio and increase in the taxable investment portfolio rate, and a decrease in savings balances, offset by an increase in the balances and rates of: interest bearing demand deposits, NOW and money markets; certificates of deposit; securities sold under agreement to repurchase; and short-term borrowings. The Company’s net interest margin for the three months ended September 30, 2018 was 3.21%.



Total interest income for the nine months ended September 30, 2018 and 2017 totaled $28.4 million and $25.2 million, respectively.  Average earning assets were $1.01 billion for the nine months ended September 30, 2018, as compared to $934.9 million for the nine months ended September 30, 2017. The tax equivalent yield on average earning assets was 3.80% for the nine months ended September 30, 2018 compared to 3.69% for the nine months ended September 30, 2017.

28

 


 

 

Total interest expense for the nine months ended September 30, 2018 increased $1.0 million to $4.2 million as compared to $3.2 million for the nine months ended September 30, 2017. Average interest bearing liabilities were $800.3 million for the nine months ended September 30, 2018 compared to $759.3 million for the nine months ended September 30, 2017.  The yield on average interest bearing liabilities was 0.70% and 0.56% for the nine months ended September 30, 2018 and 2017.



Net interest income for the nine months ended September 30, 2018 was $24.2 million compared to $22.0 million for the nine months ended September 30, 2017. The improvement in net interest income for the nine months ended September 30, 2018 is a result of the growth in the loan portfolio and increase in the taxable loan rate, the change in the mix of the investment portfolio and increase in the taxable investment portfolio rate, the rate increase in interest bearing deposits with banks and the decrease in savings balances, offset by a decrease in the balances and rates of non-taxable loans and investments and an increase in the balances and rates of: interest bearing demand deposits, NOW and money markets; certificates of deposit; securities sold under agreement to repurchase; and short-term borrowings. The Company’s net interest margin for the nine months ended September 30, 2018 and 2017 was 3.24%.



29

 


 

 

The table below sets forth average balances and corresponding yields for the corresponding periods ended September 30, 2018 and 2017, respectively:



Distribution of Assets, Liabilities and Stockholders’ Equity:

Interest Rates and Interest Differential (quarter to date)





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Three Months Ended September 30,

 



2018

 

2017

 



 

 

 

 

 

 

Tax

 

 

 

 

 

 

 

Tax

 



Average

 

 

 

 

Equivalent

 

Average

 

 

 

 

Equivalent

 



Balance

 

Interest

 

Yield

 

Balance

 

Interest

 

Yield

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



(Dollars In Thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans - taxable (2)

$

920,840 

 

$

9,158 

 

3.95%

 

$

822,338 

 

$

8,005 

 

3.86%

 

Loans - non-taxable (1)

 

8,444 

 

 

66 

 

3.92%

 

 

9,052 

 

 

70 

 

4.65%

 

Investment securities - taxable

 

55,018 

 

 

328 

 

2.39%

 

 

53,882 

 

 

246 

 

1.83%

 

Investment securities - non-taxable (1)

 

35,732 

 

 

312 

 

4.38%

 

 

38,557 

 

 

323 

 

5.05%

 

Federal funds sold

 

574 

 

 

 

1.95%

 

 

1,000 

 

 

 

1.21%

 

Interest bearing deposits with banks

 

16,461 

 

 

96 

 

2.31%

 

 

34,755 

 

 

114 

 

1.30%

 

TOTAL INTEREST EARNING ASSETS

 

1,037,069 

 

 

9,963 

 

3.85%

 

 

959,584 

 

 

8,761 

 

3.71%

 

Less allowance for loan losses

 

(7,503)

 

 

 

 

 

 

 

(6,805)

 

 

 

 

 

 

Other assets

 

38,786 

 

 

 

 

 

 

 

35,520 

 

 

 

 

 

 

TOTAL ASSETS

$

1,068,352 

 

 

 

 

 

 

$

988,299 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing demand deposits,
   NOW and money market

$

126,719 

 

$

78 

 

0.24%

 

$

119,052 

 

$

28 

 

0.09%

 

Savings

 

465,461 

 

 

568 

 

0.48%

 

 

505,938 

 

 

621 

 

0.49%

 

Certificates of deposit

 

182,090 

 

 

823 

 

1.79%

 

 

137,567 

 

 

445 

 

1.28%

 

Securities sold under agreements to
   repurchase and short-term borrowings

 

51,840 

 

 

215 

 

1.65%

 

 

10,176 

 

 

 

0.12%

 

TOTAL INTEREST BEARING LIABILITIES

 

826,110 

 

 

1,684 

 

0.81%

 

 

772,733 

 

 

1,097 

 

0.56%

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing demand deposits

 

150,254 

 

 

 

 

 

 

 

129,107 

 

 

 

 

 

 

Other liabilities

 

8,015 

 

 

 

 

 

 

 

7,670 

 

 

 

 

 

 

Stockholders' equity

 

83,973 

 

 

 

 

 

 

 

78,789 

 

 

 

 

 

 

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY

$

1,068,352 

 

 

 

 

 

 

$

988,299 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

$

8,279 

 

 

 

 

 

 

$

7,664 

 

 

 

Net interest spread

 

 

 

 

 

 

3.04%

 

 

 

 

 

 

 

3.15%

 

Net interest margin

 

 

 

 

 

 

3.21%

 

 

 

 

 

 

 

3.25%

 



(1)

Yields on tax exempt assets have been calculated on a fully tax equivalent basis at a tax rate of 21% and 34% as of September 30, 2018 and September 30, 2017, respectively.

(2)

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



30

 


 

 

Distribution of Assets, Liabilities and Stockholders’ Equity:

Interest Rates and Interest Differential (year to date)







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Nine Months Ended September 30,

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



2018

 

2017

 



 

 

 

 

 

 

Tax

 

 

 

 

 

 

 

Tax

 



Average

 

 

 

 

Equivalent

 

Average

 

 

 

 

Equivalent

 



Balance

 

Interest

 

Yield

 

Balance

 

Interest

 

Yield

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



(Dollars In Thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans - taxable (2)

$

894,074 

 

$

26,081 

 

3.90%

 

$

808,896 

 

$

23,161 

 

3.83%

 

Loans - non-taxable (1)

 

8,513 

 

 

196 

 

3.90%

 

 

9,107 

 

 

208 

 

4.63%

 

Investment securities - taxable

 

54,869 

 

 

961 

 

2.34%

 

 

52,669 

 

 

639 

 

1.62%

 

Investment securities - non-taxable (1)

 

36,149 

 

 

942 

 

4.41%

 

 

38,386 

 

 

983 

 

5.19%

 

Federal funds sold

 

595 

 

 

 

1.63%

 

 

899 

 

 

 

1.02%

 

Interest bearing deposits with banks

 

15,548 

 

 

225 

 

1.93%

 

 

24,949 

 

 

211 

 

1.13%

 

TOTAL INTEREST EARNING ASSETS

 

1,009,748 

 

 

28,412 

 

3.80%

 

 

934,906 

 

 

25,209 

 

3.69%

 

Less allowance for loan losses

 

(7,318)

 

 

 

 

 

 

 

(6,661)

 

 

 

 

 

 

Other assets

 

36,191 

 

 

 

 

 

 

 

35,190 

 

 

 

 

 

 

TOTAL ASSETS

$

1,038,621 

 

 

 

 

 

 

$

963,435 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing demand deposits,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW and money market

$

114,038 

 

$

151 

 

0.18%

 

$

110,136 

 

$

75 

 

0.09%

 

Savings

 

486,723 

 

 

1,759 

 

0.48%

 

 

503,455 

 

 

1,838 

 

0.49%

 

Certificates of deposit

 

162,762 

 

 

1,947 

 

1.60%

 

 

133,703 

 

 

1,260 

 

1.26%

 

Securities sold under agreements to
   repurchase, and short & long-term borrowings

 

36,822 

 

 

363 

 

1.32%

 

 

11,964 

 

 

18 

 

0.20%

 

TOTAL INTEREST BEARING LIABILITIES

 

800,345 

 

 

4,220 

 

0.70%

 

 

759,258 

 

 

3,191 

 

0.56%

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing demand deposits

 

149,015 

 

 

 

 

 

 

 

120,477 

 

 

 

 

 

 

Other liabilities

 

6,856 

 

 

 

 

 

 

 

6,710 

 

 

 

 

 

 

Stockholders' equity

 

82,405 

 

 

 

 

 

 

 

76,990 

 

 

 

 

 

 

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY

$

1,038,621 

 

 

 

 

 

 

$

963,435 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

$

24,192 

 

 

 

 

 

 

$

22,018 

 

 

 

Net interest spread

 

 

 

 

 

 

3.10%

 

 

 

 

 

 

 

3.13%

 

Net interest margin

 

 

 

 

 

 

3.24%

 

 

 

 

 

 

 

3.24%

 



(1)

Yields on tax exempt assets have been calculated on a fully tax equivalent basis at a tax rate of 21% and 34% as of September 30, 2018 and September 30, 2017, respectively.

(2)

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



31

 


 

 

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.





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

 

Nine Months Ended



 

September 30, 2018 compared

 

 

September 30, 2018 compared



 

to September 30, 2017

 

 

to September 30, 2017



 

 

 

 

 

 

(In Thousands)

 

 

 

 

 

 



Total

 

Due to change in:

 

Total

 

Due to change in:



Change

 

Volume

 

Rate

 

Change

 

Volume

 

Rate

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans - taxable

$

1,153 

 

$

959 

 

$

194 

 

$

2,920 

 

$

2,439 

 

$

481 

Loans - non-taxable

 

(4)

 

 

(5)

 

 

 

 

(12)

 

 

(13)

 

 

Investment securities - taxable

 

82 

 

 

 

 

77 

 

 

322 

 

 

27 

 

 

295 

Investment securities - non-taxable

 

(11)

 

 

(24)

 

 

13 

 

 

(41)

 

 

(58)

 

 

17 

Federal funds sold

 

 -

 

 

(1)

 

 

 

 

 -

 

 

(2)

 

 

Interest bearing deposits with banks

 

(18)

 

 

(60)

 

 

42 

 

 

14 

 

 

(79)

 

 

93 

Total net change in income on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interest-earning assets

 

1,202 

 

 

874 

 

 

328 

 

 

3,203 

 

 

2,314 

 

 

889 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing demand deposits,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW and money market

 

50 

 

 

 

 

48 

 

 

76 

 

 

 

 

73 

Savings

 

(53)

 

 

(50)

 

 

(3)

 

 

(79)

 

 

(61)

 

 

(18)

Certificates of deposit

 

378 

 

 

144 

 

 

234 

 

 

687 

 

 

274 

 

 

413 

Total deposits

 

375 

 

 

96 

 

 

279 

 

 

684 

 

 

216 

 

 

468 

Securities sold under agreements to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

repurchase and other borrowings

 

212 

 

 

12 

 

 

200 

 

 

345 

 

 

37 

 

 

308 

Total net change in expense on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interest-bearing liabilities

 

587 

 

 

108 

 

 

479 

 

 

1,029 

 

 

253 

 

 

776 

Change in net interest income

$

615 

 

$

766 

 

$

(151)

 

$

2,174 

 

$

2,061 

 

$

113 



Provision for Loan Losses



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



The allowance for loan losses is maintained at a level management considers to be adequate to provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the allowance is based on known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant change.



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



A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of

32

 


 

 

expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral-dependent.

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



For the three months ended September 30, 2018, the provision for loan losses was $60 thousand, as compared to $320 thousand for the same period ended September 30, 2017.  In the three months ended September 30, 2018, there were no charge-offs or recoveries, as compared to charge-offs of $231 thousand and no recoveries for the three months ended September 30, 2017. For the nine months ended September 30, 2018, the provision for loan losses was $540 thousand, as compared to $735 thousand for the same period ended September 30, 2017. For the nine months ended September 30, 2018, there were charge-offs in the amount of $63 thousand and $16 thousand in recoveries, as compared to charge-offs of $415 thousand and recoveries of $13 thousand for the nine months ended September 30, 2017. The allowance for loan losses is $7.5 million as of September 30, 2018, which is 0.81% of outstanding loans, compared to $6.9 million or 0.82% of outstanding loans as of September 30, 2017. At December 31, 2017, the allowance for loan losses was $7.0 million, which represented 0.82% of total outstanding loans. Based principally on economic conditions, asset quality, and loan-loss experience, including that of comparable institutions in the Bank’s market area, the allowance is believed to be adequate to absorb any losses inherent in the portfolio. Because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate, or that material increases will not be necessary should the quality of the loans deteriorate. The Bank has not participated in any sub-prime lending activity.



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









 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



Three Months Ended

 

Nine Months Ended



September 30,

 

September 30,



2018

 

2017

 

2018

 

2017



 

 

 

 

 

 

 

 

 

 

 



(In Thousands)

Loans receivable at end of period

$

931,066 

 

$

837,658 

 

$

931,066 

 

$

837,658 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning

$

7,473 

 

$

6,761 

 

$

7,040 

 

$

6,517 

  Provision for loan losses

 

60 

 

 

320 

 

 

540 

 

 

735 

  Loans charged off:

 

 

 

 

 

 

 

 

 

 

 

     Commercial real estate

 

 -

 

 

(108)

 

 

 -

 

 

(108)

     Commercial construction

 

 -

 

 

 -

 

 

 -

 

 

 -

     Commercial

 

 -

 

 

 -

 

 

(40)

 

 

(122)

     Residential real estate

 

 -

 

 

(123)

 

 

(23)

 

 

(185)

     Consumer

 

 -

 

 

 -

 

 

 -

 

 

 -

  Total loans charged off

 

 -

 

 

(231)

 

 

(63)

 

 

(415)

  Recoveries of loans previously charged off:

 

 

 

 

 

 

 

 

 

 

 

     Commercial real estate

 

 -

 

 

 -

 

 

 

 

13 

     Commercial construction

 

 -

 

 

 -

 

 

 -

 

 

 -

     Commercial

 

 -

 

 

 -

 

 

 -

 

 

 -

     Residential real estate

 

 -

 

 

 -

 

 

 

 

 -

     Consumer

 

 -

 

 

 -

 

 

 -

 

 

 -

  Total recoveries

 

 -

 

 

 -

 

 

16 

 

 

13 

  Net charge offs

 

 -

 

 

(231)

 

 

(47)

 

 

(402)

Balance at end of period

$

7,533 

 

$

6,850 

 

$

7,533 

 

$

6,850 

Allowance for loan losses to loans receivable at end of period

 

0.81% 

 

 

0.82% 

 

 

0.81% 

 

 

0.82% 



Non-interest Income



Total non-interest income was $433 thousand for the three months ended September 30, 2018 compared to $802 thousand for the same period in 2017. The decrease is due primarily to a $366 thousand decrease in fees from credit card processing services due to a conversion to a new merchant processing vendor with a different income and expense structure. Credit card processing income net of credit card processing expenses increased $16 thousand from $38 thousand to $54 thousand for the three months ended September 30, 2017 and 2018, respectively.  Also contributing to the decrease in non-interest income is an increase in the impairment of real estate owned properties of $56 thousand and no gains on the sale of securities in the third quarter of 2018, as compared to $19 thousand of gains on the sale of securities in the third quarter of 2017; offset by an increase of $22 thousand in debit card interchange fees due to

33

 


 

 

growth in the deposit customer base and an increase of $42 thousand in bank owned life insurance in part due to the purchase of an additional $6.0 million of bank owned life insurance in the third quarter of 2018.



Total non-interest income was $1.2 million for the nine months ended September 30, 2018 compared to $2.4 million for the same period in 2017. The decrease is due primarily to a $1.1 million decrease in fees from credit card processing services due to a conversion to a new merchant processing vendor with a different income and expense structure. Credit card processing income net of credit card processing expenses increased $66 thousand from $104 thousand to $170 thousand for the nine months ended September 30, 2017 and 2018, respectively. Additional decreases in non-interest income are attributable to: $16 thousand loss on the sale of other real estate owned properties for the nine months ended September 30, 2018, as compared to a $16 thousand gain for the nine months ended September 30, 2017 and an increase in the impairment of real estate owned properties of $83 thousand; offset by an increase of $68 thousand in debit card interchange fees due to growth in the deposit customer base and an increase of $36 thousand in bank owned life insurance in part due to the purchase of an additional $6.0 million of  bank owned life insurance in the third quarter of 2018.



Non-interest Expense



Non-interest expenses increased $382 thousand from $5.0 million for the three months ended September 30, 2017 to $5.4 million for the same period ended September 30, 2018. The increase in non-interest expenses is primarily due to an increase of $295 thousand over the three months ended September 30, 2017, as compared to 2018, in salaries and employee benefits. The Company had eighty-nine (89) compared to eighty-two (82) full-time equivalent employees at September 30, 2018 and September 30, 2017, respectively. This increase in the number of employees, together with annual increases in salaries, generally, resulted in an increase in overall salary and benefits costs. Additional increases in non-interest expenses are attributable to: an increase of $129 thousand in occupancy and equipment in part due to the opening of the Preview Center in Macungie and expansion into the third floor of the Gateway office; an increase of $95 thousand in data processing due to the implementation of mobile and online banking products and an expanding customer base; an increase of $77 thousand in advertising and promotions in part due to focus on social media, website advertisements, mailers and new campaigns; an increase of $44 thousand in professional fees mainly due to increased internal control audit costs associated with Section 404(b) of the Sarbanes-Oxley Act and legal fees; an increase of $34 thousand in loan and real estate expenses mainly due to collection and repossession expenses; an increase of $25 thousand in charitable contributions due in part to EITC contributions, and a $59 thousand increase in other expenses due in part to an increase in operating expenses, offset by a decrease of $382 thousand in credit card processing expense due to a conversion to a new merchant processing vendor. Credit card processing income net of credit card processing expenses increased $16 thousand from $38 thousand for the three months ended September 30, 2017 to $54 thousand for the three months ended September 30, 2018, respectively.



Non-interest expenses increased $735 thousand from $14.9 million for the nine months ended September 30, 2017 to $15.6 million for the same period ended September 30, 2018. The increase in non-interest expenses is primarily due to an increase of $790 thousand over the nine months ended September 30, 2017, as compared to 2018, in salaries and employee benefits. The Company had eighty-nine (89) compared to eighty-two (82) full-time equivalent employees at September 30, 2018 and September 30, 2017, respectively. This increase in the number of employees, together with annual increases in salaries, generally, resulted in an increase in overall salary and benefits costs. Additional increases in non-interest expenses are attributable to: an increase of $253 thousand in occupancy and equipment in part due to the opening of the Preview Center in Macungie and expansion into the third floor of the Gateway office; an increase of $208 thousand in data processing due to the implementation of mobile and online banking products and an expanding customer base; an increase of $235 thousand in advertising and promotions in part due to focus on social media, website advertisements, mailers and new campaigns; an increase of $137 thousand in professional fees mainly due to increased internal control audit costs associated with Section 404(b) of the Sarbanes-Oxley Act and legal fees; an increase of $101 thousand in loan and real estate expenses mainly due to impaired loan legal and repossession expenses; an increase of $65 thousand in charitable contributions due in part to EITC contributions, and a $133 thousand increase in other expenses due in part to an increase in operating and REO expenses, offset by a decrease of $51 thousand in FDIC insurance and a decrease of $1.2 million in credit card processing expense due to a conversion to a new merchant processing vendor. Credit card processing income net of credit card processing expenses increased $66 thousand from $104 thousand for the nine months ended September 30, 2017 to $170 thousand for the nine months ended September 30, 2018, respectively.



A breakdown of other expenses can be found in the statements of income.



Income Taxes



The provision for income taxes for the three months ended September 30, 2018 totaled $597 thousand, or 18.2% of income before taxes. The provision for income taxes for the three months ended September 30, 2017 totaled $920 thousand, or 29.2% of income before taxes. The provision for income taxes for the nine months ended September 30, 2018 totaled $1.7 million, or 18.3% of income before taxes. The provision for income taxes for the nine months ended September 30, 2017 totaled $2.5 million, or 29.0% of income before taxes. The decrease in the tax rate is primarily the result of the Tax Act, which lowered the corporate tax rate from 34% to 21%. 

34

 


 

 

FINANCIAL CONDITION



Securities



The Bank’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 Bank intends to hold these securities for an indefinite amount of time, but not necessarily to maturity. Such securities are carried at fair value with unrealized gains or losses reported as a separate component of stockholders’ equity. The portfolio is structured to provide maximum return on investments while providing a consistent source of liquidity and meeting strict risk standards. Investment securities consist primarily of U.S. government agency securities, mortgage-backed securities issued by FHLMC or FNMA, and non-taxable municipal bonds. The Bank holds no high-risk securities or derivatives as of September 30, 2018. The Bank has not made any investments in non-U.S. government agency mortgage backed securities or sub-prime loans.



Total securities at September 30, 2018 were $87.1 million compared to $90.3 million at December 31, 2017. The decrease in the investment portfolio is the result of a combination of principal pay downs on mortgage-backed securities, maturities, calls and a decrease in unrealized gains, offset by the purchase of three (3) mortgage-backed securities totaling $9.8 million. The carrying value of the securities portfolio as of September 30, 2018 includes a net unrealized loss of $2.8 million, which is recorded as accumulated other comprehensive loss in stockholders’ equity net of income tax effect. This compares to a net unrealized gain of $24 thousand at December 31, 2017. The current unrealized loss position of the securities portfolio is due to changes in market rates since purchase. No securities are deemed to be other than temporarily impaired.



Loans



The loan portfolio comprises a major component of the Bank’s earning assets. All of the Bank’s loans are to domestic borrowers. Total net loans at September 30, 2018 increased $72.5 million to $924.2 million from $851.7 million at December 31, 2017. The loan-to-deposit ratio increased from 95% at December 31, 2017 to 102% at September 30, 2018. The Bank’s loan portfolio at September 30, 2018 was comprised of residential real estate and consumer loans of $469.1 million, an increase of $24.6 million from December 31, 2017, and commercial loans of $462.0 million, an increase of $48.2 million from December 31, 2017.  The Bank has not originated, nor does it intend to originate, sub-prime mortgage loans.

 

Credit Risk and Loan Quality



The allowance for loan losses increased $493 thousand to $7.5 million at September 30, 2018 compared to $7.0 million at December 31, 2017. At September 30, 2018 and December 31, 2017, the allowance for loan losses represented 0.81% and 0.82%, respectively, of total loans. Based upon current economic conditions, the composition of the loan portfolio, the perceived credit risk in the portfolio and loan-loss experience of the Bank and comparable institutions in the Bank’s market area, management feels the allowance is adequate to absorb reasonably anticipated losses.



At September 30, 2018, December 31, 2017, and September 30, 2017 aggregate balances on non-performing loans equaled $3.3 million, $5.5 million and $5.6 million, respectively, representing 0.36%, 0.64% and 0.67% of total loans at September 30, 2018, December 31, 2017 and September 30, 2017, respectively. Troubled debt restructurings, included in the following table, represent loans where the Company, for economic or legal reasons related to the debtor’s financial difficulties, has granted a concession to the debtor that it would not otherwise consider.  There were no loans that were modified and classified as a TDR within the prior twelve months that experienced a payment default (loans ninety or more days past due) for the nine months ended September 30, 2018. 



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





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

September 30,

 

 

December 31,

 

 

September 30,



 

2018

 

 

2017

 

 

2017



 

 

 

 

 

 

 

 



(In Thousands)

Non-accrual - commercial

$

 -

 

$

104 

 

$

 -

Non-accrual - consumer

 

378 

 

 

686 

 

 

689 

Restructured loans, accruing interest and less than 90 days past due

 

2,971 

 

 

4,705 

 

 

4,737 

Loans past due 90 or more days, accruing interest

 

 -

 

 

 -

 

 

204 

Total nonperforming loans

 

3,349 

 

 

5,495 

 

 

5,630 

Foreclosed assets

 

480 

 

 

458 

 

 

427 

Total nonperforming assets

$

3,829 

 

$

5,953 

 

$

6,057 

Nonperforming loans to total loans at period-end

 

0.36% 

 

 

0.64% 

 

 

0.67% 

Nonperforming assets to total assets

 

0.36% 

 

 

0.60% 

 

 

0.61% 

 

35

 


 

 

Premises and Equipment



Company premises and equipment, net of accumulated depreciation, decreased $13 thousand from December 31, 2017 to September 30, 2018. This decrease is due primarily to depreciation on existing premises and equipment, offset by increases related to purchases.



Deposits



Total deposits at September 30, 2018 increased $15.2 million to $916.1 million from $900.9 million at December 31, 2017. Demand, NOW and money market deposits increased $27.4 million, time deposits increased $44.9 million, and savings deposits decreased $57.1 million. The growth in the Company’s deposits resulted primarily from a highly effective relationship building, sales and marketing effort, which served to further increase the Company’s overall presence in the market it serves, along with deposit relationships developed as a result of cross-marketing efforts to its loan and other non-depository banking service customers. The Bank also continued to capitalize on opportunities created by recent mergers in the Company’s market area, attracting customers looking to relocate to a local, reputable community bank.



Liquidity



Liquidity represents 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 $34.3 million at September 30, 2018, compared to $33.5 million at December 31, 2017. The $777 thousand increase in cash and cash equivalents was primarily due to growth in deposits, securities sold under agreements to repurchase and short-term borrowings, offset by growth in the loan portfolio and bank owned life insurance.



Additional asset liquidity sources include principal and interest payments from the investment security and loan portfolios. Long-term liquidity needs may be met by selling unpledged securities available for sale, selling loans or raising additional capital. At September 30, 2018, the Company had $87.1 million of available for sale securities. Securities with carrying values of approximately $82.8 million and $87.3 million at September 30, 2018 and December 31, 2017, respectively, were pledged as collateral to secure securities sold under agreements to repurchase, public deposits, and for other purposes required or permitted by law.



At September 30, 2018, the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $533.0 million.  This borrowing capacity with the FHLB includes a line of credit of $150.0 million. There were short-term FHLB advances of $50.9 million outstanding as of September 30, 2018 and no short-term FHLB advances outstanding as of period ended December 31, 2017. There were no long-term FHLB advances outstanding as of September 30, 2018 and December 31, 2017. All FHLB borrowings are secured by qualifying assets of the Bank.



The Bank has a federal funds line of credit with the ACBB of $10.0 million, of which none was outstanding at September 30, 2018 and December 31, 2017. Advances from this line are unsecured.



The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or capital resources.



Off-Balance Sheet Arrangements



The Company’s consolidated financial statements do not reflect various off-balance sheet arrangements that are made in the normal course of business, which may involve some liquidity risk. These off-balance sheet arrangements consist of unfunded loans and commitments, as well as lines of credit made under the same standards as on-balance sheet instruments. These unused commitments totaled $121.0 million at September 30, 2018. 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. 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 $84.4 million as of September 30, 2018, representing a net increase of $4.6 million from December 31, 2017.  The increase in capital was primarily the result of the net income of $7.6 million and an increase in surplus of $493 thousand, offset by a decrease of $2.2 million in unrealized gains on available for sale securities and dividends declared of $1.3 million.



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 effect on the consolidated financial statements.

36

 


 

 

The regulations require that banks maintain minimum amounts and ratios of total and Tier I capital (as defined in the regulations) to risk weighted assets (as defined), and Tier I capital to average assets (as defined). As of September 30, 2018, 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.

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



 

 

 

 

 

 

 



 

 

 

 

 

 

 

Consolidated Bank

 



 

 

 

 

 

 

 



September 30, 2018

 

 

December 31, 2017

 



 

 

 

 

 

 

 



(Dollars In Thousands)

 

Tier I, common stockholders' equity

$

86,296 

 

 

$

79,669 

 

Tier II, allowable portion of allowance for loan losses

 

7,533 

 

 

 

7,040 

 

Total capital

$

93,829 

 

 

$

86,709 

 



 

 

 

 

 

 

 

Common equity tier 1 capital ratio

 

11.5 

%

 

 

11.5 

%

Tier I risk based capital ratio

 

11.5 

%

 

 

11.5 

%

Total risk based capital ratio

 

12.5 

%

 

 

12.5 

%

Tier I leverage ratio

 

8.1 

%

 

 

8.0 

%



 

 

 

 

 

 

 

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



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

The final rule includes new minimum risk-based capital and leverage ratios, which became effective for the Bank and the Company on January 1, 2015, and refines the definition of what constitutes “capital” for purposes of calculating these ratios. The revised minimum capital requirements are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The final rule also establishes a “capital conservation buffer” of 2.5%, and will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. In January 2016, the capital conservation buffer requirement started being phased in at 0.625% of risk-weighted assets and will increase each year until fully implemented in January 2019. 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 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%.

37

 


 

 

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



 

 

 

 

 

 

 



 

 

 

 

 

 

 

Consolidated Corporation

 



 

 

 

 

 

 

 



September 30, 2018

 

 

December 31, 2017

 



 

 

 

 

 

 

 



(Dollars In Thousands)

 

Tier I, common stockholders' equity

$

86,560 

 

 

$

79,750 

 

Tier II, allowable portion of allowance for loan losses

 

7,533 

 

 

 

7,040 

 

Total capital

$

94,093 

 

 

$

86,790 

 



 

 

 

 

 

 

 

Common equity tier 1 capital ratio

 

11.5 

%

 

 

11.5 

%

Tier I risk based capital ratio

 

11.5 

%

 

 

11.5 

%

Total risk based capital ratio

 

12.5 

%

 

 

12.5 

%

Tier I leverage ratio

 

8.1 

%

 

 

8.0 

%



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



Item 3 – Quantitative and Qualitative Disclosures About Market Risk



The Company’s primary source of market risk is interest rate risk. 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), included as part of the Board of Directors meetings, oversees this review, which establishes policies to control interest rate sensitivity. Interest rate sensitivity is the volatility of a company’s earnings resulting from a movement in market interest rates. The Company monitors rate sensitivity in order to reduce vulnerability to interest rate fluctuations while maintaining adequate capital levels and acceptable levels of liquidity. The Company’s asset/liability management policy, monthly and quarterly financial reports, along with simulation modeling, supplies management with guidelines to evaluate and manage rate sensitivity.



Based on a twelve-month forecast of the balance sheet, the following table sets forth the Company’s interest rate risk profile at September 30, 2018. For income simulation purposes, personal savings and money market accounts are repriced quarterly and NOW and business savings reprice every 4 to 5 months. The impact on net interest income, illustrated in the following table, would vary if different assumptions were used or if actual experience differs from that indicated by the assumptions.







 

 

 

 



 

 

 

 



Change in Interest Rates

 

Percentage Change in Net Interest Income

 



 

 

 

 



Down 100 basis points

 

0.6%

 



Down 200 basis points

 

-2.5%

 



 

 

 

 



Up 100 basis points

 

-2.8%

 



Up 200 basis points

 

-6.3%

 



 

 

 

 





Item 4 – Controls and Procedures



The term “disclosure controls and procedures” is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods. Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2018, and they have concluded that, as of this date, our disclosure controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in our reports filed under the Exchange Act.



38

 


 

 

There were no significant changes to our internal controls over financial reporting or in the other factors that could significantly affect our internal controls over financial reporting during the quarter ended September 30, 2018, including any corrective actions with regard to significant deficiencies and material weakness.

Part II - Other Information



Item 1 - 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 1A - Risk Factors



There were no material changes to the Risk Factors described in Item 1A of the Company’s Form 10-K for the period ended December 31, 2017.



Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item 3 - Defaults Upon Senior Securities



None.



Item 4 – Mine Safety Disclosures



None.



Item 5 - Other Information



None.

39

 


 

 

Item 6 - Exhibits







 

 

 

 



 

 

 

 



Exhibit

 

 

 



Number

 

Description

 



3.1

 

Articles of Incorporation as amended (conformed) (Incorporated by reference to Exhibit 3.1 of Registrant's

 



 

 

Form 10-Q filed on August 12, 2016).

 



3.2

 

Amended and Restated By-Laws (conformed) (Incorporated by reference to Exhibit 3.2 of Registrant's

 



 

 

Form 10-Q filed on August 12, 2016).

 



11.1

 

The statement regarding computation of per share earnings required by this exhibit is contained in Note 12

 



 

 

to the financial statements under the caption “Basic and Diluted Earnings Per Share.”

 



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

 

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 1350

 



 

 

of the Sarbanes-Oxley Act of 2002.

 



101.1

 

Interactive Data Files (XBRL)

 





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.

40

 


 

 

SIGNATURES

 In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 



 

 

 

 

 

EMBASSY BANCORP, INC.

 

 

 

(Registrant)

 

 

 

 

 

Dated: November 2, 2018

By:

/s/ David M. Lobach, Jr.

 

 

 

David M. Lobach, Jr.

 

 

 

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

Dated: November 2, 2018

By:

/s/ Judith A. Hunsicker

 

 

 

    Judith A. Hunsicker

 

 

 

    First Executive Officer,

 

 

 

    Chief Operating Officer, Secretary and

 



 

    Chief Financial Officer

 



 

 





















41