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Embassy Bancorp, Inc. - Quarter Report: 2018 March (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 MARCH 31, 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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  (Do not check if a smaller reporting company) 

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 May 4, 2018

($1.00 Par Value)

      7,474,003

 

  (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

25 

 

 

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

34 

 

 

Item 4 – Controls and Procedures

34 

 

 

Part II - Other Information

35 

 

 

Item 1 - Legal Proceedings

35 

 

 

Item 1A - Risk Factors

35 

 

 

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

35 

 

 

Item 3 - Defaults Upon Senior Securities

35 

 

 

Item 4 – Mine Safety Disclosures

35 

 

 

Item 5 - Other Information

35 

 

 

Item 6 - Exhibits

36 



   



   



   



2

 


 

Embassy Bancorp, Inc.                                                                                                                          

 

Part I – Financial Information



Item 1 – Financial Statements



Consolidated Balance Sheets (Unaudited)







 

 

 

 

 



 

 

 

 

 



March 31,

 

December 31,

ASSETS

2018

 

2017



(In Thousands, Except Share Data)

Cash and due from banks

$

13,193 

 

$

14,021 

Interest bearing demand deposits with banks

 

11,983 

 

 

18,513 

Federal funds sold

 

25 

 

 

1,000 

Cash and Cash Equivalents

 

25,201 

 

 

33,534 

Securities available for sale

 

93,924 

 

 

90,296 

Restricted investment in bank stock

 

885 

 

 

583 

Loans receivable, net of allowance for loan losses of $7,266 in 2018; $7,040 in 2017

 

879,559 

 

 

851,711 

Premises and equipment, net of accumulated depreciation

 

1,814 

 

 

1,929 

Bank owned life insurance

 

13,260 

 

 

13,186 

Accrued interest receivable

 

1,907 

 

 

1,983 

Other real estate owned

 

457 

 

 

458 

Other assets

 

3,774 

 

 

3,286 

Total Assets

$

1,020,781 

 

$

996,966 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Liabilities:

 

 

 

 

 

Deposits:

 

 

 

 

 

Non-interest bearing

$

161,851 

 

$

139,974 

Interest bearing

 

752,104 

 

 

760,880 

Total Deposits

 

913,955 

 

 

900,854 

Securities sold under agreements to repurchase

 

17,426 

 

 

9,999 

Short-term borrowings

 

1,950 

 

 

 -

Accrued interest payable

 

793 

 

 

874 

Other liabilities

 

5,610 

 

 

5,470 

Total Liabilities

 

939,734 

 

 

917,197 

Stockholders' Equity:

 

 

 

 

 

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

 

 

 

 

 

2018 issued 7,499,350 shares; outstanding 7,474,003 shares;

 

 

 

 

 

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

 

7,499 

 

 

7,492 

Surplus

 

25,181 

 

 

24,998 

Retained earnings

 

49,979 

 

 

47,602 

Accumulated other comprehensive (loss) income

 

(1,270)

 

 

19 

Treasury stock, at cost:  25,347 shares

 

(342)

 

 

(342)

Total Stockholders' Equity

 

81,047 

 

 

79,769 

Total Liabilities and Stockholders' Equity

$

1,020,781 

 

$

996,966 





See notes to consolidated financial statements.

3

 


 

Embassy Bancorp, Inc.                                                                                                                          

 

Consolidated Statements of Income (Unaudited) 







 

 

 

 

 

 

 



 

 

 

 

 

 

 



Three Months Ended March 31,

 

 



 

 

 

 

 

 

 



2018

 

 

2017

 

 



 

 

 

 

 

 

 



(In Thousands, Except Per Share Data)

 

 

INTEREST INCOME

 

 

 

 

 

 

 

Loans receivable, including fees

$

8,261 

 

$

7,531 

 

 

Securities, taxable

 

292 

 

 

177 

 

 

Securities, non-taxable

 

317 

 

 

315 

 

 

Federal funds sold, and other

 

64 

 

 

34 

 

 

Total Interest Income

 

8,934 

 

 

8,057 

 

 

INTEREST EXPENSE

 

 

 

 

 

 

 

Deposits

 

1,099 

 

 

1,028 

 

 

Securities sold under agreements to repurchase

 

 

 

 

 

Short-term borrowings

 

18 

 

 

 

 

Total Interest Expense

 

1,121 

 

 

1,034 

 

 

Net Interest Income

 

7,813 

 

 

7,023 

 

 

PROVISION FOR LOAN LOSSES

 

215 

 

 

180 

 

 

Net Interest Income after
   Provision for Loan Losses

 

7,598 

 

 

6,843 

 

 

OTHER NON-INTEREST INCOME

 

 

 

 

 

 

 

Credit card processing fees

 

96 

 

 

460 

 

 

Other service fees

 

233 

 

 

205 

 

 

Bank owned life insurance

 

74 

 

 

101 

 

 

(Loss) gain on sale of other real estate owned

 

(8)

 

 

 

 

Total Other Non-Interest Income

 

395 

 

 

771 

 

 

OTHER NON-INTEREST EXPENSES

 

 

 

 

 

 

 

Salaries and employee benefits

 

2,471 

 

 

2,235 

 

 

Occupancy and equipment

 

690 

 

 

650 

 

 

Data processing

 

537 

 

 

437 

 

 

Credit card processing

 

44 

 

 

434 

 

 

Advertising and promotion

 

349 

 

 

293 

 

 

Professional fees

 

195 

 

 

151 

 

 

FDIC insurance

 

110 

 

 

119 

 

 

Insurance

 

14 

 

 

16 

 

 

Loan & real estate

 

87 

 

 

53 

 

 

Charitable contributions

 

273 

 

 

258 

 

 

Other real estate owned expenses

 

28 

 

 

12 

 

 

Other

 

287 

 

 

292 

 

 

Total Other Non-Interest Expenses

 

5,085 

 

 

4,950 

 

 



 

 

 

 

 

 

 

Income before Income Taxes

 

2,908 

 

 

2,664 

 

 

INCOME TAX EXPENSE

 

531 

 

 

762 

 

 

Net Income

$

2,377 

 

$

1,902 

 

 



 

 

 

 

 

 

 

BASIC EARNINGS PER SHARE

$

0.32 

 

$

0.26 

 

 



 

 

 

 

 

 

 

DILUTED EARNINGS PER SHARE

$

0.32 

 

$

0.25 

 

 



 

 

 

 

 

 

 



See notes to consolidated financial statements

4

 


 

Embassy Bancorp, Inc.                                                                                                                          

 

Consolidated Statements of Comprehensive Income (Unaudited)



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 







 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



Three Months Ended March 31,



2018

 

2017



 

 

 

 

 

 

 

 

 



 

(In Thousands)



 

 

 

 

 

 

 

 

 

Net Income

$

 

 

2,377 

 

$

 

 

1,902 

Change in Accumulated Other Comprehensive (Loss) Income:

 

 

 

 

 

 

 

 

 

Unrealized holding (loss) gain on securities available for sale

 

(1,632)

 

 

 

 

488 

 

 

Less: reclassification adjustment for realized gains

 

 -

 

 

 

 

 -

 

 



 

(1,632)

 

 

 

 

488 

 

 

Income tax effect

 

343 

 

 

 

 

(166)

 

 

Net unrealized (loss) gain

 

(1,289)

 

 

 

 

322 

 

 

Other comprehensive (loss) gain, net of tax

 

 

 

(1,289)

 

 

 

 

322 

Comprehensive Income

$

 

 

1,088 

 

$

 

 

2,224 



See notes to consolidated financial statements.



 

5

 


 

Embassy Bancorp, Inc.                                                                                                                          

 

Consolidated Statements of Stockholders’ Equity (Unaudited)



Three Months Ended March 31, 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

 

 -

 

 

 -

 

 

1,902 

 

 

 -

 

 

 -

 

 

1,902 

Other comprehensive income, net of tax

 

 -

 

 

 -

 

 

 -

 

 

322 

 

 

 -

 

 

322 

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 $427

 

 -

 

 

24 

 

 

 -

 

 

 -

 

 

 -

 

 

24 

Shares issued under employee stock purchase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  plan, 992 shares

 

 

 

13 

 

 

 -

 

 

 -

 

 

 -

 

 

14 

BALANCE - MARCH 31, 2017

$

7,459 

 

$

24,705 

 

$

43,246 

 

$

298 

 

$

(98)

 

$

75,610 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE - DECEMBER 31, 2017

$

7,492 

 

$

24,998 

 

$

47,602 

 

$

19 

 

$

(342)

 

$

79,769 

Net income

 

 -

 

 

 -

 

 

2,377 

 

 

 -

 

 

 -

 

 

2,377 

Other comprehensive loss, net of tax

 

 -

 

 

 -

 

 

 -

 

 

(1,289)

 

 

 -

 

 

(1,289)

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 $546                                                     

 

 -

 

 

64 

 

 

 -

 

 

-

 

 

 -

 

 

64 

Shares issued under employee stock purchase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  plan, 927 shares

 

 

 

13 

 

 

 -

 

 

 -

 

 

 -

 

 

14 

BALANCE - MARCH 31, 2018

$

7,499 

 

$

25,181 

 

$

49,979 

 

$

(1,270)

 

$

(342)

 

$

81,047 



See notes to consolidated financial statements.



 

6

 


 

Embassy Bancorp, Inc.                                                                                                                          

 

Consolidated Statements of Cash Flows (Unaudited)





 

 

 

 

 



 

 

 

 

 



Three Months Ended March 31,



2018

 

2017



 

 

 

 

 



(In Thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

$

2,377 

 

$

1,902 

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

 

 

 

 

 

Provision for loan losses

 

215 

 

 

180 

Amortization of deferred loan costs

 

53 

 

 

40 

Depreciation and amortization

 

177 

 

 

161 

Net amortization of investment security premiums and discounts

 

48 

 

 

81 

Stock compensation expense

 

65 

 

 

26 

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

 

 

 

(5)

Income on bank owned life insurance

 

(74)

 

 

(101)

Decrease (increase) in accrued interest receivable

 

76 

 

 

(61)

(Increase) decrease in other assets

 

(145)

 

 

150 

Decrease in accrued interest payable

 

(81)

 

 

(87)

Increase in other liabilities

 

253 

 

 

106 

Net Cash Provided by Operating Activities

 

2,972 

 

 

2,392 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Purchases of securities available for sale

 

(9,793)

 

 

(10,826)

Maturities, calls and principal repayments of securities available for sale

 

4,485 

 

 

1,539 

Net increase in loans

 

(28,216)

 

 

(12,291)

Net (purchase) redemption of restricted investment in bank stock

 

(302)

 

 

103 

Proceeds from sale of other real estate owned

 

91 

 

 

 -

Purchases of premises and equipment

 

(62)

 

 

(98)

Net Cash Used in Investing Activities

 

(33,797)

 

 

(21,573)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Net increase in deposits

 

13,101 

 

 

36,806 

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

 

7,427 

 

 

(109)

Proceeds from Employee Stock Purchase Plan

 

14 

 

 

14 

Increase in short-term borrowed funds

 

1,950 

 

 

 -

Net Cash Provided by Financing Activities

 

22,492 

 

 

36,711 

Net (Decrease) Increase in Cash and Cash Equivalents

 

(8,333)

 

 

17,530 

CASH AND CASH EQUIVALENTS - BEGINNING

 

33,534 

 

 

24,218 

CASH AND CASH EQUIVALENTS - ENDING

$

25,201 

 

$

41,748 



 

 

 

 

 

SUPPLEMENTARY CASH FLOWS INFORMATION

 

 

 

 

 

Interest paid

$

1,202 

 

$

1,121 



 

 

 

 

 

Income taxes paid

$

 -

 

$



 

 

 

 

 

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

$

 

$



 

 

 

 

 

Other real estate acquired in settlement of loans

$

100 

 

$

 -



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 months ended March 31, 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 March 31, 2018 through the date these consolidated financial statements were issued.



Certain amounts in the 2017 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,  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 attribute-based revenue.

8

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

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). Included in other deposit service fees are debit card interchange fees. 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 (loss) on 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.

 

Note 3 – 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 March 31, 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 March 31, 2018, there have been 113,198  awards granted. During the three months ended March 31, 2018 and 2017 there were 6,731 and 5,156 awards granted, respectively. During the three months ended March 31, 2018 and 2017 the Company recognized $64 thousand and $24 thousand, respectively, in compensation expense for the restricted stock awards.



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 $2 thousand for the three months ended March 31, 2018 and 2017, respectively. At March 31, 2018,  approximately $8 thousand of unrecognized cost related to these stock options granted in 2016 will be recognized over the next 1.72 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 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 4,562 shares have been issued as of March 31, 2018. During the three months ended March 31, 2018 the Company recognized $1 thousand of discount expense in relation to the employee stock purchase plan. There was no discount expense recognized for the three months ended March 31, 2017.    



9

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 4 – 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 March 31,



 

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

 

$

(1,632)

 

$

343 

 

$

(1,289)

 

$

488 

 

$

(166)

 

$

322 

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

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total other comprehensive (loss) income

 

$

(1,632)

 

$

343 

 

$

(1,289)

 

$

488 

 

$

(166)

 

$

322 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.



There were no realized gains on securities available for sale for the three months ended March 31, 2018 and 2017.





 

 

 

 

 

 

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













 

 

 



 

 

 



 

Securities



 

Available



 

for Sale

Three Months Ended March 31, 2018 and 2017

 

(In Thousands)

Balance January 1, 2018

 

$

19 

Other comprehensive loss before reclassifications

 

 

(1,289)

Amounts reclassified from accumulated other
   comprehensive income

 

 

 -

Net other comprehensive loss during the period

 

 

(1,289)

Balance March 31, 2018

 

$

(1,270)



 

 

 

Balance January 1, 2017

 

$

(24)

Other comprehensive income before reclassifications

 

 

322 

Amounts reclassified from accumulated other
   comprehensive income

 

 

 -

Net other comprehensive income during the period

 

 

322 

Balance March 31, 2017

 

$

298 



 

 

 



 

 

 



 

 

 

















10

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 



Note 5 – 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

 

 



 

 

March 31,

 

 



 

 

2018

 

2017

 

 



 

 

 

 

 

 

 

 

 



 

 

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

 



Net income

 

$

2,377 

 

$

1,902 

 

 



 

 

 

 

 

 

 

 

 



Weighted average shares outstanding

 

 

7,470,180 

 

 

7,445,949 

 

 



Dilutive effect of potential common shares, stock options

 

 

61,910 

 

 

53,593 

 

 



Diluted weighted average common shares outstanding

 

 

7,532,090 

 

 

7,499,542 

 

 



 

 

 

 

 

 

 

 

 



Basic earnings per share

 

$

0.32 

 

$

0.26 

 

 



Diluted earnings per share

 

$

0.32 

 

$

0.25 

 

 



 

 

 

 

 

 

 

 

 

There were no stock options not considered in computing diluted earnings per common share for the three months ended March 31, 2018. Stock options of 4,227 were not considered in computing diluted earnings per common share for the three months ended March 31, 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 and FHLBank of Pittsburgh (“FHLB”) deposit 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 $5.0 million of standby letters of credit outstanding as of March 31, 2018. The approximate value of underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $3.8 million. Management does not consider the current amount of the liability as of March 31, 2018 for guarantees under standby letters of credit issued to be material.  



FHLB deposit letters of credit are standby letters of credit commitments issued by the Bank for the benefit of a third party (the “Beneficiary”), which secure public deposits in the Bank. FHLB deposit letters of credit are secured by qualifying assets of the Bank. The Company, through the Bank, had $5.0 million of FHLB deposit letters of credit outstanding as of March 31, 2018.



Note 7 – 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 March 31, 2018, the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $498.7 million.  This borrowing capacity with the FHLB includes a line of credit of $150.0 million. There were short-term FHLB advances of $2.0 million outstanding as of March 31, 2018  and no short-term FHLB advances outstanding as of December 31, 2017. There were no long-term FHLB advances outstanding as of March 31, 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 Atlantic Community Bankers Bank (“ACBB”) of $10.0 million, of which none was outstanding at March 31, 2018 and December 31, 2017. Advances from this line are unsecured.















11

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 8 – Securities Available For Sale



At March 31, 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)

March 31, 2018 :

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency obligations

$

8,028 

 

$

 -

 

$

(51)

 

$

7,977 

Municipal bonds

 

36,244 

 

 

778 

 

 

(1,010)

 

 

36,012 

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

 

51,260 

 

 

60 

 

 

(1,385)

 

 

49,935 

Total

$

95,532 

 

$

838 

 

$

(2,446)

 

$

93,924 



 

 

 

 

 

 

 

 

 

 

 

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 



The amortized cost and fair value of securities as of March 31, 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

 

$

8,967 

 

$

8,945 

 

Due after one year through five years

 

 

5,216 

 

 

5,343 

 

Due after five years through ten years

 

 

9,428 

 

 

9,137 

 

Due after ten years

 

 

20,661 

 

 

20,564 

 



 

 

44,272 

 

 

43,989 

 

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

 

 

51,260 

 

 

49,935 

 



 

$

95,532 

 

$

93,924 

 



 

 

 

 

 

 

 

There were no sales of securities for the three months ended March 31, 2018 and 2017.



Securities with a carrying value of $84.1 million and $87.3 million at March 31, 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.



12

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

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 March 31, 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



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2018 :

(In Thousands)

U.S. Government agency obligations

$

2,996 

 

$

(11)

 

$

4,981 

 

$

(40)

 

$

7,977 

 

$

(51)

Municipal bonds

 

5,247 

 

 

(289)

 

 

5,905 

 

 

(721)

 

 

11,152 

 

 

(1,010)

U.S. Government Sponsored Enterprise

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  (GSE) - Mortgage -backed securities -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  residential 

 

35,911 

 

 

(867)

 

 

10,945 

 

 

(518)

 

 

46,856 

 

 

(1,385)

Total Temporarily Impaired Securities

$

44,154 

 

$

(1,167)

 

$

21,831 

 

$

(1,279)

 

$

65,985 

 

$

(2,446)



 

.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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-five  (45) securities in an unrealized loss position at March 31, 2018. The unrealized losses are due only to market rate fluctuations. As of March 31, 2018, the Company either has the intent and ability to hold the securities until maturity or market price recovery, or believes that it is more likely than not that it will not be required to sell such securities.  Management believes that the unrealized loss only represents temporary impairment of the securities. 



Note 9 – Restricted Investment in Bank Stock



Restricted investments in bank stock consist of FHLB stock and 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 stock at a carrying value of $889 thousand and $657 thousand repurchased during the three months ended March 31, 2018 and 2017, respectively. Stock purchases of $1.2 million and $554 thousand were made during the three months ended March 31, 2018 and 2017, respectively. Dividend payments of $5 thousand and $3 thousand were received during the three months ended March 31, 2018 and 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 March 31, 2018.

13

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 10 – Loans Receivable and Credit Quality



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





 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



March 31, 2018

 

December 31, 2017



 

 

Percentage of

 

 

 

Percentage of



Balance

 

total Loans

 

Balance

 

total Loans



 

 

 

 

 

 

 

 

 



 

(Dollars in Thousands)



 

 

 

 

 

 

 

 

 

Commercial real estate

$

376,857 

 

42.52% 

 

$

347,292 

 

40.46% 

Commercial construction

 

20,233 

 

2.28% 

 

 

30,090 

 

3.51% 

Commercial

 

36,712 

 

4.14% 

 

 

36,406 

 

4.24% 

Residential real estate

 

451,641 

 

50.96% 

 

 

443,601 

 

51.68% 

Consumer

 

862 

 

0.10% 

 

 

904 

 

0.11% 

Total loans

 

886,305 

 

100.00% 

 

 

858,293 

 

100.00% 

Unearned origination fees

 

520 

 

 

 

 

458 

 

 

Allowance for loan losses

 

(7,266)

 

 

 

 

(7,040)

 

 



$

879,559 

 

 

 

$

851,711 

 

 



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 March 31, 2018 and December 31, 2017, respectively:





 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



Pass

 

Special Mention

 

Substandard

 

Doubtful

 

Total



 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2018

 

(In Thousands)

Commercial real estate

$

371,458 

 

$

 -

 

$

5,399 

 

$

 -

 

$

376,857 

Commercial construction

 

19,918 

 

 

 -

 

 

315 

 

 

 -

 

 

20,233 

Commercial

 

36,712 

 

 

 -

 

 

 -

 

 

 -

 

 

36,712 

Residential real estate

 

450,160 

 

 

769 

 

 

712 

 

 

 -

 

 

451,641 

Consumer

 

862 

 

 

 -

 

 

 -

 

 

 -

 

 

862 

            Total

$

879,110 

 

$

769 

 

$

6,426 

 

$

 -

 

$

886,305 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 three  (3) foreclosed assets in the amount of $457 thousand as of March 31, 2018, of which one (1) is residential real estate in the amount of $100 thousand. At March 31, 2018 and December 31, 2017, the Company had $518 thousand and $499 thousand, respectively, in recorded investment in consumer mortgage loans collateralized by residential real estate that are in the process of foreclosure.

14

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 



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



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Year to Date

 



 

Recorded Investment

 

Unpaid Principal Balance

 

Related Allowance

 

Average Recorded Investment

 

Interest Income Recognized

 

March 31, 2018

 

 

(In Thousands)

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

5,723 

 

$

6,088 

 

 

 

 

$

6,553 

 

$

57 

 

  Commercial construction

 

 

315 

 

 

315 

 

 

 

 

 

315 

 

 

 

  Commercial

 

 

 -

 

 

 -

 

 

 

 

 

 -

 

 

 -

 

  Residential real estate

 

 

921 

 

 

1,203 

 

 

 

 

 

982 

 

 

 

  Consumer

 

 

 -

 

 

 -

 

 

 

 

 

 -

 

 

 -

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

 -

 

$

 -

 

$

 -

 

$

 -

 

$

 -

 

  Commercial construction

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

  Commercial

 

 

244 

 

 

244 

 

 

37 

 

 

245 

 

 

 

  Residential real estate

 

 

975 

 

 

975 

 

 

175 

 

 

981 

 

 

 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

5,723 

 

$

6,088 

 

$

 -

 

$

6,553 

 

$

57 

 

  Commercial construction

 

 

315 

 

 

315 

 

 

 -

 

 

315 

 

 

 

  Commercial

 

 

244 

 

 

244 

 

 

37 

 

 

245 

 

 

 

  Residential real estate

 

 

1,896 

 

 

2,178 

 

 

175 

 

 

1,963 

 

 

11 

 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 



 

$

8,178 

 

$

8,825 

 

$

212 

 

$

9,076 

 

$

73 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

7,383 

 

$

7,748 

 

 

 

 

$

6,536 

 

$

249 

 

  Commercial construction

 

 

315 

 

 

315 

 

 

 

 

 

315 

 

 

11 

 

  Commercial

 

 

 -

 

 

 -

 

 

 

 

 

25 

 

 

 -

 

  Residential real estate

 

 

1,043 

 

 

1,329 

 

 

 

 

 

1,072 

 

 

14 

 

  Consumer

 

 

 -

 

 

 -

 

 

 

 

 

 -

 

 

 -

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

 -

 

$

 -

 

$

 -

 

$

1,003 

 

$

 

  Commercial construction

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

  Commercial

 

 

245 

 

 

245 

 

 

39 

 

 

247 

 

 

10 

 

  Residential real estate

 

 

986 

 

 

986 

 

 

212 

 

 

1,053 

 

 

12 

 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Commercial real estate

 

$

7,383 

 

$

7,748 

 

$

 -

 

$

7,539 

 

$

251 

 

  Commercial construction

 

 

315 

 

 

315 

 

 

 -

 

 

315 

 

 

11 

 

  Commercial

 

 

245 

 

 

245 

 

 

39 

 

 

272 

 

 

10 

 

  Residential real estate

 

 

2,029 

 

 

2,315 

 

 

212 

 

 

2,125 

 

 

26 

 

  Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 



 

$

9,972 

 

$

10,623 

 

$

251 

 

$

10,251 

 

$

298 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 







15

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

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





 

 

 

 

 

 



 

 

 

 

 

 



March 31, 2018

 

December 31, 2017

 



 

 

 

 

 

 



(In Thousands)

 

  Commercial real estate

$

104 

 

$

104 

 

  Commercial construction

 

 -

 

 

 -

 

  Commercial

 

 -

 

 

 -

 

  Residential real estate

 

569 

 

 

686 

 

  Consumer

 

 -

 

 

 -

 

      Total

$

673 

 

$

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 March 31, 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



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2018

(In Thousands)

Commercial real estate

$

1,589 

 

$

 -

 

$

104 

 

$

1,693 

 

$

375,164 

 

$

376,857 

 

$

 -

Commercial construction

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

20,233 

 

 

20,233 

 

 

 -

Commercial

 

521 

 

 

264 

 

 

 -

 

 

785 

 

 

35,927 

 

 

36,712 

 

 

 -

Residential real estate

 

935 

 

 

292 

 

 

226 

 

 

1,453 

 

 

450,188 

 

 

451,641 

 

 

 -

Consumer

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

862 

 

 

862 

 

 

 -

            Total

$

3,045 

 

$

556 

 

$

330 

 

$

3,931 

 

$

882,374 

 

$

886,305 

 

$

 -



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 

 

$

 -



16

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 



The following tables detail the activity in the allowance for loan losses for the three months ended March 31, 2018 and 2017:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Commercial Real Estate

 

Commercial Construction

 

Commercial

 

Residential Real Estate

 

Consumer

 

Unallocated

 

Total



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Allowance for loan losses

(In Thousands)



Three Months Ending March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Beginning Balance - December 31, 2017

$

2,251 

 

$

369 

 

$

472 

 

$

3,510 

 

$

18 

 

$

420 

 

$

7,040 



  Charge-offs

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -



  Recoveries

 

 

 

 -

 

 

 -

 

 

 

 

 -

 

 

 -

 

 

11 



  Provisions

 

198 

 

 

(120)

 

 

 

 

(6)

 

 

 

 

136 

 

 

215 



Ending Balance - March 31, 2018

$

2,456 

 

$

249 

 

$

475 

 

$

3,508 

 

$

22 

 

$

556 

 

$

7,266 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Three Months Ending March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Beginning Balance - December 31, 2016

$

2,349 

 

$

516 

 

$

423 

 

$

2,937 

 

$

15 

 

$

277 

 

$

6,517 



  Charge-offs

 

 -

 

 

 -

 

 

(29)

 

 

(62)

 

 

 -

 

 

 -

 

 

(91)



  Recoveries

 

13 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

13 



  Provisions

 

(9)

 

 

154 

 

 

(31)

 

 

93 

 

 

 

 

(28)

 

 

180 



Ending Balance - March 31, 2017

$

2,353 

 

$

670 

 

$

363 

 

$

2,968 

 

$

16 

 

$

249 

 

$

6,619 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



17

 


 

 

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 March 31, 2018 and December 31, 2017:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Commercial Real Estate

 

Commercial Construction

 

Commercial

 

Residential Real Estate

 

Consumer

 

Unallocated

 

Total



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



(In Thousands)

March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance

$

2,456 

 

$

249 

 

$

475 

 

$

3,508 

 

$

22 

 

$

556 

 

$

7,266 

Ending balance: individually evaluated for impairment

$

 -

 

$

 -

 

$

37 

 

$

175 

 

$

 -

 

$

 -

 

$

212 

Ending balance: collectively evaluated for impairment

$

2,456 

 

$

249 

 

$

438 

 

$

3,333 

 

$

22 

 

$

556 

 

$

7,054 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

$

376,857 

 

$

20,233 

 

$

36,712 

 

$

451,641 

 

$

862 

 

 

 

 

$

886,305 

Ending balance: individually evaluated  for impairment

$

5,723 

 

$

315 

 

$

244 

 

$

1,896 

 

$

 -

 

 

 

 

$

8,178 

Ending balance: collectively evaluated for impairment

$

371,134 

 

$

19,918 

 

$

36,468 

 

$

449,745 

 

$

862 

 

 

 

 

$

878,127 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

18

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

The following table presents TDRs outstanding:



 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



Accrual Loans

 

Non-Accrual Loans

 

Total Modifications



 

 

 

 

 

 

 

 

March 31, 2018

(In Thousands)

Commercial real estate

$

1,366 

 

$

 -

 

$

1,366 

Commercial construction

 

260 

 

 

 -

 

 

260 

Commercial

 

244 

 

 

 -

 

 

244 

Residential real estate

 

1,184 

 

 

51 

 

 

1,235 

Consumer

 

 -

 

 

 -

 

 

 -



$

3,054 

 

$

51 

 

$

3,105 



 

 

 

 

 

 

 

 

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 March 31, 2018,  no available commitments were outstanding on TDRs.



There were no newly restructured loans that occurred during the three months ended March 31, 2018 and 2017. 





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 months ended March 31, 2018 and 2017.



Note 11 – 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.



19

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

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

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

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy utilized at March 31, 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

$

 -

 

$

7,977 

 

$

 -

 

$

7,977 



Municipal bonds

 

 -

 

 

36,012 

 

 

 -

 

 

36,012 



U.S. Government Sponsored Enterprise (GSE) -

 

 

 

 

 

 

 

 

 

 

 



  Mortgage-backed securities - residential

 

 -

 

 

49,935 

 

 

 -

 

 

49,935 



March 31, 2018 Securities available for sale

$

 -

 

$

93,924 

 

$

 -

 

$

93,924 



 

 

 

 

 

 

 

 

 

 

 

 



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 March 31, 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)

March 31, 2018 Impaired loans

$

 -

 

$

 -

 

$

1,007 

 

$

1,007 

March 31, 2018 Other real estate owned

$

 -

 

$

 -

 

$

457 

 

$

457 

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 March 31, 2018, of the impaired loans having an aggregate balance of $8.2 million, $7.0 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 $1.2 million in impaired loans, an aggregate valuation allowance of $212 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.

20

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

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.



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)

 

March 31, 2018:

 

 

 

 

 

 

 

 

 

Impaired loans

$

1,007 

 

Appraisal of collateral (1)

 

Appraisal adjustments (2)

 

0% to -25% (-11.3%)

 



 

 

 

 

 

Liquidation expenses (3)

 

0% to -10.0%  (-8.9%)

 

Other real estate owned

$

457 

 

Listings, Letters of Intent

 

Liquidation expenses (3)

 

-5%  (-5%)

 



 

 

 

& Third Party Evaluations (4)

 

 

 

 

 

December 31, 2017:

 

 

 

 

 

 

 

 

 

Impaired loans

$

980 

 

Appraisal of collateral (1)

 

Appraisal adjustments (2)

 

0% to -25% (-23.2%)

 



 

 

 

 

 

Liquidation expenses (3)

 

0% to -8.5%  (-7.7%)

 

Other real estate owned

$

458 

 

Listings, Letters of Intent

 

Liquidation expenses (3)

 

-5%  (-5%)

 



 

 

 

& Third Party Evaluations (4)

 

 

 

 

 



1.

Fair value is generally determined through independent appraisals of the underlying collateral, which generally include Level 3 inputs which are not identifiable.

2.

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.

3.

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.

4.

Fair value is determined by listings, letters of intent or third-party evaluations.



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 March 31, 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.





21

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

The estimated fair values of the Company’s financial instruments were as follows at March 31, 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)

 

March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

25,201 

 

$

25,201 

 

$

25,201 

 

$

 -

 

$

 -

 

Securities available-for-sale

 

 

93,924 

 

 

93,924 

 

 

 -

 

 

93,924 

 

 

 -

 

Loans receivable, net of allowance

 

 

879,559 

 

 

868,328 

 

 

 -

 

 

 -

 

 

868,328 

 

Restricted investments in bank stock

 

 

885 

 

 

885 

 

 

 -

 

 

885 

 

 

 -

 

Accrued interest receivable

 

 

1,907 

 

 

1,907 

 

 

 -

 

 

1,907 

 

 

 -

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

913,955 

 

 

912,793 

 

 

 -

 

 

912,793 

 

 

 -

 

Securities sold under agreements to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  repurchase and federal funds purchased

 

 

17,426 

 

 

17,414 

 

 

 -

 

 

17,414 

 

 

 -

 

Short-term borrowings

 

 

1,950 

 

 

1,950 

 

 

 -

 

 

1,950 

 

 

 -

 

Accrued interest payable

 

 

793 

 

 

793 

 

 

 -

 

 

793 

 

 

 -

 

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

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 







22

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 12 – 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 March 31, 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)

March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase Agreements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Institutions

 

$

17,426 

 

$

 -

 

$

17,426 

 

$

(17,426)

 

$

 -

 

$

 -



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase Agreements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Institutions

 

$

9,999 

 

$

 -

 

$

9,999 

 

$

(9,999)

 

$

 -

 

$

 -



As of March 31, 2018 and December 31, 2017, the fair value of securities pledged was $20.9 million and $15.8 million, respectively.







Note 13 –  Deposits



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



















 

 

 

 

 



 

 

 

 

 



March 31,

 

December 31,



2018

 

2017



(In Thousands)



 

 

 

 

 

Demand, non-interest bearing

$

161,851 

 

$

139,974 

Demand, NOW and money market, interest bearing

 

103,654 

 

 

110,122 

Savings

 

508,243 

 

 

507,840 

Time, $250 and over

 

58,415 

 

 

61,234 

Time, other

 

81,792 

 

 

81,684 

Total deposits

$

913,955 

 

$

900,854 





23

 


 

 

Embassy Bancorp, Inc.                                                                                                                          

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 14Future Accounting Standards 



In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10).  This ASU 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. The adoption of ASU 2016-01 on January 1, 2018 did not have a material impact on the Company’s financial condition or results of operations. In accordance with (5) above, the Company measured the fair value of its loan portfolio as of March 31, 2018 using an exit price notion.



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 a modified retrospective transition method to the beginning of the earliest period presented. The Company is continuing their assessment of the impact this new standard will have on its consolidated financial statements.



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 2021. 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.



In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic220). The amendments in this update were made to address concerns over accounting for deferred taxes as a result of the Tax Cuts and Jobs Act.

GAAP requires that deferred tax assets and liabilities be adjusted for the current effect of the change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date. Due to the adjustment of deferred taxes flowing through income from continuing operations, the tax effects of items within accumulated other comprehensive income (“stranded tax effects”) do not reflect the appropriate tax rate. As a result of this difference, the ASU allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Job Act. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this ASU in 2017 and determined it had no material impact.





 

24

 


 

 

 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 March 31, 2018 and for the three months ended March 31, 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.



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.



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.

 

The Company’s assets increased $23.8 million from $997.0 million at December 31, 2017 to $1.02 billion at March 31, 2018. The Company's deposits grew $13.1 million from $900.9 million at December 31, 2017 to $914.0 million at March 31, 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 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 $27.9 million from $851.7 

25

 


 

 

million at December 31, 2017  to $879.6 million at March 31, 2018.  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 March 31, 2018 was $2.4 million compared to net income for the three months ended March 31, 2017 of $1.9 million, an increase of $475 thousand, or 25.0%.  Diluted earnings per share increased to $0.32 for the three months ended March 31, 2018, as compared to $0.25 for the three months ended March 31, 2017Basic earnings per share increased to $0.32 for the three months ended March 31, 2018, as compared to $0.26 for the three months ended March 31, 2017. The difference in net income for the three months ended March 31, 2018 and March 31, 2017 resulted, in part, from an increase in interest income due to the Company’s growing loan portfolio, increase in interest income due to 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 and a decrease of $231 thousand in income tax expense due to a reduction in the corporate tax rate from the Tax Cuts and Jobs Act (the “Tax Act”),  offset by increased interest expense from the growth in deposits, an increase in provision for loan losses, and an increase in non-interest expenses. The Company experienced a 3.7% increase in full-time equivalent employees from eighty-two (82) at March 31, 2017 to eighty-five (85) at March 31, 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 $236 thousand.

 

RESULTS OF OPERATIONS



Net Interest Income



Total interest income for the three months ended March 31, 2018 and 2017 totaled $8.9 million and $8.1 million, respectively.  Average earning assets were $974.4 million for the three months ended March 31, 2018 as compared to $906.4 million for the three months ended March 31, 2017. The tax equivalent yield on average earning assets was 3.76% for the first quarter of 2018 compared to 3.69% for the first quarter of 2017.



Total interest expense for the three months ended March 31, 2018 increased $87 thousand to $1.1 million as compared to $1.0 million for the three months ended March 31, 2017.  Average interest bearing liabilities were $767.5 million for the three months ended March 31, 2018 compared to $742.1 million for the three months ended March 31, 2017.  The yield on average interest bearing liabilities was 0.59% and 0.57% for the first quarter of 2018 and 2017, respectively.  



Net interest income for the three months ended March 31, 2018 was $7.8 million compared to $7.0 million for the three months ended March 31, 2017. The improvement in net interest income for the three months ended March 31, 2018 is a result of the growth in the loan portfolio and increase in the taxable loan rate, the change in the mix and growth of the taxable investment portfolio and the rate increase in interest bearing deposits with banks, offset by an increase in the balances and rates of: certificates of deposit; securities sold under agreement to repurchase; and short-term borrowings. The Company’s net interest margin for the three months ended March 31, 2018 increased six (6) basis points to 3.29% as compared to 3.23% for the three months ended March 31, 2017. The increase in the net interest margin is due primarily to the rate increase in taxable loans, taxable investments and interest bearing deposits with banks, offset by a rate increase in certificate of deposits and short-term borrowings.

26

 


 

 

The table below sets forth average balances and corresponding yields for the corresponding periods ended March 31, 2018 and 2017, respectively:



Distribution of Assets, Liabilities and Stockholders’ Equity:

Interest Rates and Interest Differential (quarter to date)





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Three Months Ended March 31,

 



2018

 

2017

 



 

 

 

 

 

 

Tax

 

 

 

 

 

 

 

Tax

 



Average

 

 

 

 

Equivalent

 

Average

 

 

 

 

Equivalent

 



Balance

 

 

Interest

 

Yield

 

Balance

 

 

Interest

 

Yield

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

(Dollars In Thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans - taxable (2)

$

861,092 

 

$

8,196 

 

3.86%

 

$

795,034 

 

$

7,462 

 

3.81%

 

Loans - non-taxable (1)

 

8,577 

 

 

65 

 

3.89%

 

 

9,163 

 

 

69 

 

4.63%

 

Investment securities - taxable

 

52,536 

 

 

292 

 

2.25%

 

 

49,795 

 

 

177 

 

1.43%

 

Investment securities - non-taxable (1)

 

36,801 

 

 

317 

 

4.42%

 

 

36,808 

 

 

315 

 

5.26%

 

Federal funds sold

 

702 

 

 

 

1.58%

 

 

828 

 

 

 

0.78%

 

Interest bearing deposits with banks

 

14,709 

 

 

62 

 

1.71%

 

 

14,809 

 

 

32 

 

0.88%

 

TOTAL INTEREST EARNING ASSETS

 

974,417 

 

 

8,934 

 

3.76%

 

 

906,437 

 

 

8,057 

 

3.69%

 

Less allowance for loan losses

 

(7,099)

 

 

 

 

 

 

 

(6,534)

 

 

 

 

 

 

Other assets

 

34,416 

 

 

 

 

 

 

 

34,478 

 

 

 

 

 

 

TOTAL ASSETS

$

1,001,734 

 

 

 

 

 

 

$

934,381 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing demand deposits,
   NOW and money market

$

100,470 

 

$

21 

 

0.08%

 

$

97,219 

 

$

20 

 

0.08%

 

Savings

 

506,146 

 

 

603 

 

0.48%

 

 

501,478 

 

 

605 

 

0.49%

 

Certificates of deposit

 

142,604 

 

 

475 

 

1.35%

 

 

130,357 

 

 

403 

 

1.25%

 

Securities sold under agreements to
   repurchase and short-term borrowings

 

18,280 

 

 

22 

 

0.49%

 

 

13,030 

 

 

 

0.19%

 

TOTAL INTEREST BEARING LIABILITIES

 

767,500 

 

 

1,121 

 

0.59%

 

 

742,084 

 

 

1,034 

 

0.57%

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing demand deposits

 

147,030 

 

 

 

 

 

 

 

111,466 

 

 

 

 

 

 

Other liabilities

 

6,349 

 

 

 

 

 

 

 

5,944 

 

 

 

 

 

 

Stockholders' equity

 

80,855 

 

 

 

 

 

 

 

74,887 

 

 

 

 

 

 

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY

$

1,001,734 

 

 

 

 

 

 

$

934,381 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

$

7,813 

 

 

 

 

 

 

$

7,023 

 

 

 

Net interest spread

 

 

 

 

 

 

3.17%

 

 

 

 

 

 

 

3.12%

 

Net interest margin

 

 

 

 

 

 

3.29%

 

 

 

 

 

 

 

3.23%

 



(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 March 31, 2018 and March 31, 2017, respectively.

(2)

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



27

 


 

 

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 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 March 31, 2018, the provision for loan losses was $215 thousand, as compared to $180 thousand for the same period ended March 31, 2017.  In the three months ended March 31, 2018, there were no charge-offs and $11 thousand in recoveries, as compared to charge-offs of $91 thousand and recoveries of $13 thousand for the three months ended March 31, 2017. The allowance for loan losses is $7.3 million as of March 31, 2018, which is 0.82% of outstanding loans, compared to $6.6 million or 0.82% of outstanding loans as of March 31, 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.



28

 


 

 

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

 



March 31,

 



2018

 

2017

 



 

 

 

 

 

 



(In Thousands)

Loans receivable at end of period

$

886,305 

 

$

811,111 

 

Allowance for loan losses:

 

 

 

 

 

 

Balance, beginning

$

7,040 

 

$

6,517 

 

  Provision for loan losses

 

215 

 

 

180 

 

  Loans charged off:

 

 

 

 

 

 

     Commercial real estate

 

 -

 

 

 -

 

     Commercial construction

 

 -

 

 

 -

 

     Commercial

 

 -

 

 

(29)

 

     Residential real estate

 

 -

 

 

(62)

 

     Consumer

 

 -

 

 

 -

 

  Total loans charged off

 

 -

 

 

(91)

 

  Recoveries of loans previously charged off:

 

 

 

 

 

 

     Commercial real estate

 

 

 

13 

 

     Commercial construction

 

 -

 

 

 -

 

     Commercial

 

 -

 

 

 -

 

     Residential real estate

 

 

 

 -

 

     Consumer

 

 -

 

 

 -

 

  Total recoveries

 

11 

 

 

13 

 

  Net charge offs

 

11 

 

 

(78)

 

Balance at end of period

$

7,266 

 

$

6,619 

 

Allowance for loan losses to loans receivable at end of period

 

0.82% 

 

 

0.82% 

 



Non-interest Income



Total non-interest income was $395 thousand for the three months ended March 31, 2018, compared to $771 for the same period in 2017. The decrease is due primarily to a $364 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, and a decrease of $27 thousand in bank owned life insurance; offset by an increase in other service fees of $28 thousand due to growth in the Company’s deposit customer base.  



Non-interest Expense



Non-interest expenses increased $135 thousand from $5.0 million for the three months ended March 31, 2017 to $5.1 million for the same period ended March 31, 2018.  The increase in non-interest expenses is primarily due to an increase of $236 thousand over the three months ended March 31, 2017 in salaries and employee benefits. The Company had eighty-five (85) compared to eighty-two (82) full-time equivalent employees at March 31, 2018 and March 31, 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 $100 thousand in data processing due to the implementation of mobile and online banking products and an expanding customer base; an increase of $40 thousand in occupancy and equipment; an increase of $56 thousand in advertising and promotions in part due to focus on social media and website advertisements; an increase of $44 thousand in professional fees mainly due to increased internal control audit costs associated with becoming an accelerated filer, and an increase of $34 thousand in loan and real estate expenses, offset by a decrease of $390 thousand in credit card processing expense due to a conversion to a new merchant processing vendor.  



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 March 31, 2018 totaled $531 thousand, or 18.3% of income before taxes. The provision for income taxes for the three months ended March 31, 2017 totaled $762 thousand, or 28.6% 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% . 

29

 


 

 

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 March 31, 2018. The Bank has not made any investments in non-U.S. government agency mortgage backed securities or sub-prime loans.



Total securities at March 31, 2018 were $93.9 million compared to $90.3 million at December 31, 2017. The increase in the investment portfolio is the result of the purchase of three (3) mortgage-backed securities totaling $9.8 million, offset by a combination of principal pay downs on mortgage-backed securities, maturities, calls and a decrease in unrealized gains. The carrying value of the securities portfolio as of March 31, 2018 includes a net unrealized loss of $1.6 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 March 31, 2018 increased $27.9 million to $879.6 million from $851.7 million at December 31, 2017. The loan-to-deposit ratio increased from 95% at December 31, 2017 to 97% at March 31, 2018. The Bank’s loan portfolio at March 31, 2018 was comprised of residential real estate and consumer loans of $452.5 million, an increase of $8.0 million from December 31, 2017, and commercial loans of $433.8 million, an increase of $20.0 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 $226 thousand to $7.3 million at March 31, 2018 compared to $7.0 million at December 31, 2017. At March 31, 2018 and December 31, 2017, the allowance for loan losses represented 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 March 31, 2018,  December 31, 2017, and March 31, 2017 aggregate balances on non-performing loans equaled $3.7 million, $5.5 million and $5.9 million, respectively, representing 0.42%,  0.64% and 0.72% of total loans at March 31, 2018,  December 31, 2017 and March 31, 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 three months ended March 31, 2018

30

 


 

 

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





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

March 31,

 

 

December 31,

 

 

March 31,



 

2018

 

 

2017

 

 

2017



 

 

 

 

 

 

 

 



(In Thousands)

Non-accrual - commercial

$

104 

 

$

104 

 

$

208 

Non-accrual - consumer

 

569 

 

 

686 

 

 

849 

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

 

3,054 

 

 

4,705 

 

 

4,796 

Loans past due 90 or more days, accruing interest

 

 -

 

 

 -

 

 

 -

Total nonperforming loans

 

3,727 

 

 

5,495 

 

 

5,853 

Foreclosed assets

 

457 

 

 

458 

 

 

480 

Total nonperforming assets

$

4,184 

 

$

5,953 

 

$

6,333 

Nonperforming loans to total loans at period-end

 

0.42% 

 

 

0.64% 

 

 

0.72% 

Nonperforming assets to total assets

 

0.41% 

 

 

0.60% 

 

 

0.66% 

 

Premises and Equipment



Company premises and equipment, net of accumulated depreciation, decreased $115 thousand from December 31, 2017 to March 31, 2018. This decrease is due primarily to depreciation on existing premises and equipment, offset by increases related to purchases.



Deposits



Total deposits at March 31, 2018 increased $13.1 million to $914.0 million from $900.9 million at December 31, 2017. Demand, NOW and money market deposits increased $15.4 million, savings deposits increased $403 thousand, and time deposits decreased  $2.7 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 $25.2 million at March 31, 2018, compared to $33.5 million at December 31, 2017. The $8.3 million decrease in cash and cash equivalents was primarily due to growth in the loan and investment portfolio,  offset by growth in deposits, securities sold under agreements to repurchase and short-term borrowings.



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 March 31, 2018, the Company had $93.9 million of available for sale securities. Securities with carrying values of approximately $84.1 million and $87.3 million at March 31, 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 March 31, 2018, the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $498.7 million.  This borrowing capacity with the FHLB includes a line of credit of $150.0 million. There were short-term FHLB advances of $2.0 million outstanding as of March 31, 2018 and no short-term FHLB advances outstanding as of December 31, 2017. There were no long-term FHLB advances outstanding as of March 31, 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 March 31, 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

31

 


 

 

commitments, as well as lines of credit made under the same standards as on-balance sheet instruments. These unused commitments totaled $128.6 million at March 31, 2018. At March 31, 2018 the Company also had letters of credit outstanding of $5.0 million and FHLB deposit letters of credit outstanding of $5.0 million. 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 $81.0 million as of March 31, 2018, representing a net increase of $1.3 million from December 31, 2017.  The increase in capital was primarily the result of the net income of $2.4 million and an increase in surplus of $183 thousand,  offset by a decrease of $1.3 million in unrealized gains on available for sale securities.



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.

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 March 31, 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

 



 

 

 

 

 

 

 



March 31, 2018

 

 

December 31, 2017

 



 

 

 

 

 

 

 



(Dollars In Thousands)

 

Tier I, common stockholders' equity

$

82,180 

 

 

$

79,669 

 

Tier II, allowable portion of allowance for loan losses

 

7,266 

 

 

 

7,040 

 

Total capital

$

89,446 

 

 

$

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

 

8.2 

%

 

 

8.0 

%



 

 

 

 

 

 

 

Note: Unrealized gains 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%.

32

 


 

 

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

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



 

 

 

 

 

 

 



 

 

 

 

 

 

 

Consolidated Corporation

 



 

 

 

 

 

 

 



March 31, 2018

 

 

December 31, 2017

 



 

 

 

 

 

 

 



(Dollars In Thousands)

 

Tier I, common stockholders' equity

$

82,317 

 

 

$

79,750 

 

Tier II, allowable portion of allowance for loan losses

 

7,266 

 

 

 

7,040 

 

Total capital

$

89,583 

 

 

$

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

 

8.2 

%

 

 

8.0 

%



33

 


 

 

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 March 31, 2018. For income simulation purposes, personal savings accounts are repriced quarterly and NOW and business savings reprice every 4 to 12 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

 

-0.9%

 



Down 200 basis points

 

-4.6%

 



 

 

 

 



Up 100 basis points

 

-1.7%

 



Up 200 basis points

 

-3.8%

 



 

 

 

 

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 March 31, 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.



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 March 31, 2018, including any corrective actions with regard to significant deficiencies and material weakness.

34

 


 

 

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.

35

 


 

 

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 5

 



 

 

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.

36

 


 

 

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: May 9, 2018

By:

 /s/ David M. Lobach, Jr.

 

 

 

David M. Lobach, Jr.

 

 

 

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

Dated: May 9, 2018

By:

/s/ Judith A. Hunsicker

 

 

 

    Judith A. Hunsicker

 

 

 

    First Executive Officer,

 

 

 

    Chief Operating Officer, Secretary and

 



 

    Chief Financial Officer

 



 

 

37

 


 

 

EXHIBIT INDEX





 

 

 

 



 

 

 

 



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 5

 



 

 

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.









38