This discussion and analysis provides an overview of the financial condition and results of operations of Embassy Bancorp, Inc. (the "Company") as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021, 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, 2021 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, 2021. Some of these policies are particularly sensitive, requiring significant judgments, estimates and assumptions to be made by management, most particularly in connection with determining the provision for loan losses and the appropriate level of the allowance for loan losses and the valuation of deferred tax assets. Additional information is contained in this Form 10-Q under the paragraphs titled "Provision for Loan Losses," "Credit Risk and Loan Quality," and "Income Taxes" contained on the following pages.

Caution About Forward-looking Statements

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

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

No assurance can be given that the future results covered by forward-looking statements will be achieved. Such statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could impact the Company's operating results include, but are not limited to, (i) the effects of changing economic conditions in the Company's market areas and nationally, (ii) credit risks of commercial, real estate, consumer and other lending activities, (iii) significant changes in interest rates, (iv) changes in federal and state banking laws and regulations which could impact the Company's operations, (v) changes in accounting policies or procedures as may be required by FASB or regulatory agencies, (vi) risks and uncertainties related to the COVID-19 pandemic and its variants and resulting governmental and societal responses, (vii) geopolitical events in the Ukraine, Russia, and North Korea, and (viii) other external developments which could materially affect the Company's business and operations, as well as the risks described in the Company's Form 10-K for the year ended December 31, 2021 and subsequent filings with the SEC.

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, for the purpose of providing a local community bank to serve Lehigh and Northampton Counties in Pennsylvania.

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


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At September 30, 2022, the Company continued to be in a strong financial and operational condition. The Bank's September 30, 2022 capital ratios exceeded the amounts required to be considered "well capitalized" as defined in applicable banking regulations. The Company's ratio of non-performing loans to total loans and the ratio of non-performing loans to total loans excluding PPP loans at September 30, 2022 were both 0.19% and the ratio of non-performing assets to total assets was 0.14%. The Company had its last Community Reinvestment Act ("CRA") examination in 2022 and received a "satisfactory" rating.

The Company's assets decreased by $17.2 million from $1.63 billion at December 31, 2021 to $1.62 billion at September 30, 2022. The decrease was due to a $97.5 million decrease in cash and cash equivalents and a decrease of $8.3 million in net PPP loans receivable due to net loan forgiveness, offset by an increase of $1.6 million in securities available for sale, an increase of $73.3 million in net loans receivable (excluding PPP loans), and an increase in other assets of $14.3 million. The growth in securities available for sale and net loans receivable was primarily funded by deposits. The decrease in cash and cash equivalents was primarily due to repayments of FHLB long term borrowings of $14.7 million maturing during the first quarter of 2022, purchases of available for sale securities, net loan growth (excluding PPP), offset, in part, by the forgiveness of PPP loans, an increase in deposits, and an increase in securities sold under agreement to repurchase. The $1.6 million growth in securities was net of an increase in unrealized losses of $72.3 million. The increase of $14.3 million in other assets was primarily due to the growth of $15.2 million in the deferred tax asset in relation to unrealized losses on securities. The current unrealized loss position of the securities portfolio is due to increasing market interest rates in response to economic conditions since purchase and not due to credit quality of the investment portfolio. The Company's deposits grew $40.0 million from $1.47 billion at December 31, 2021 to $1.51 billion at September 30, 2022. The overall deposit growth was due to a highly effective relationship building, sales and marketing effort, which served to further increase the Company's overall presence in the market it serves, along with deposit relationships developed as a result of cross-marketing efforts to its loan and other non-depository banking service customers. Also contributing to the growth is the increased usage of the Company's online banking platform, competitively offered rates, and the continued convenience and efficiency of our branch network and branch personnel. The Company also continues to gain new deposit opportunities created by recent merger announcements, name changes, and competitive branch hour adjustments and/or closures in the Company's market area, attracting new customers looking to relocate to a local, reputable community bank.

Net loans receivable (excluding PPP loans) increased by $73.3 million to $1.17 billion at September 30, 2022 from $1.10 billion at December 31, 2021. The market continues to be very competitive and the Company is committed to maintaining a high-quality portfolio that returns a reasonable market rate. While the past and current economic and competitive conditions in the marketplace have created more competition for loans to credit-worthy customers, the Company continues to expand its market presence, its pipeline, and continues to focus on developing a reputation as being a market leader in both commercial and consumer/mortgage lending. Management believes that this combination of relationship building, cross marketing and responsible underwriting will translate into continued long-term growth of a portfolio of quality loans and core deposit relationships, 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. See expanded discussion under the Financial Condition: Loans section below.

Net income for the three months ended September 30, 2022 was $4.7 million compared to net income for the three months ended September 30, 2021 of $4.4 million, an increase of $309 thousand, or 7.0%. Basic and diluted earnings per share increased to $0.63 for the three months ended September 30, 2022, as compared to $0.59 for the three months ended September 30, 2021. The difference in net income for the three months ended September 30, 2022 and September 30, 2021 resulted from an increase in net interest income driven by a $786 thousand, or 72.0%, increase in investment securities interest income. The Company's pre-tax net income for the three months ended September 30, 2021 included $867 thousand of PPP loan interest and fees, as compared to $2 thousand for the three months ended September 30, 2022. There was also an increase in non-interest income, offset by an increase in the provision for loan losses and an increase in non-interest expenses.

Net income for the nine months ended September 30, 2022 was $12.7 million compared to net income for the nine months ended September 30, 2021 of $12.6 million, an increase of $130 thousand, or 1.0%. Basic and diluted earnings per share increased to $1.68 for the nine months ended September 30, 2022, as compared to $1.67 for the nine months ended September 30, 2021. The difference in net income for the nine months ended September 30, 2022 and September 30, 2021 resulted from an increase in net interest income driven by a $2.8 million, or 111.0%, increase in investment securities interest income. The Company's pre-tax net income for the nine months ended September 30, 2021 included $2.4 million of PPP loan interest and fees, as compared to $183 thousand for the nine months ended September 30, 2022. In the nine months ended September 30, 2022 there was also an increase in non-interest income and a decrease in the provision for loan losses, offset by an increase in non-interest expenses, compared to the same nine month period in 2021.




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RESULTS OF OPERATIONS

Net Interest Income

The Company determines interest rate spread and margin on both a US GAAP and tax equivalent basis. The use of tax equivalent basis in determining interest rate spread and margin is considered a non-US GAAP measure. The Company believes use of this measure provides meaningful information to the reader of the consolidated financial statements when comparing taxable and nontaxable assets. However, it is supplemental to US GAAP which is used to prepare the Company's consolidated financial statements and should not be read in isolation or relied upon as a substitute for US GAAP measures. In addition, the non-US GAAP measure may not be comparable to non-US GAAP measures reported by other companies. The tax rate used to calculate the tax equivalent adjustments was 21% for 2022 and 2021.

Total interest income for the three months ended September 30, 2022 increased $737 thousand to $13.0 million, as compared to $12.3 million for the three months ended September 30, 2021. Average earning assets were $1.58 billion for the three months ended September 30, 2022 as compared to $1.50 billion for the three months ended September 30, 2021. The increase was driven by a $53.8 million increase in average taxable loans and a $92.3 million increase in average investment securities. The tax equivalent yield on average earning assets was 3.29% for the third quarter of 2022 compared to 3.27% for the third quarter of 2021.

Total interest expense for the three months ended September 30, 2022 decreased $28 thousand to $910 thousand, as compared to $938 thousand for the three months ended September 30, 2021. Average interest bearing liabilities were $1.16 billion for the three months ended September 30, 2022 as compared to $1.10 billion for the three months ended September 30, 2021. The yield on average interest bearing liabilities was 0.31% and 0.34% for the third quarter of 2022 and 2021, respectively.

Net interest income for the three months ended September 30, 2022 was $12.1 million, compared to $11.3 million for the three months ended September 30, 2021. The improvement in net interest income is, in part, the result of an increase in the balances of taxable loans and an increase in taxable and non-taxable investments, along with an increase in the rate of taxable investments, non-taxable investments, federal funds sold, and interest bearing deposits with banks. Also contributing to the improvement in net interest income for the three months ended September 30, 2022 was a decrease in the balance of certificates of deposits and a decrease in interest expense on long term FHLB borrowings due to being paid off in the first quarter of 2022. The improvements were offset, in part, by a decrease in the interest and fee income from PPP loans, a decrease in the rates of taxable and non-taxable loans, a decrease in the balance of interest bearing deposits with banks, and an increase in the balance of interest bearing demand deposits, NOW, money market, and savings. The Company's net interest margin is 3.04% on a US GAAP basis and 3.06% on a tax equivalent (non-US GAAP) basis for the three months ended September 30, 2022, as compared to 3.00% on a US GAAP basis and 3.02% on a tax equivalent (non-US GAAP) basis for the three months ended September 30, 2021.

Total interest income for the nine months ended September 30, 2022 increased $1.2 million to $36.8 million, as compared to $35.6 million for the nine months ended September 30, 2021. Average earning assets were $1.58 billion for the nine months ended September 30, 2022 as compared to $1.44 billion for the nine months ended September 30, 2021. The tax equivalent yield on average earning assets was 3.13% for the nine months ended September 30, 2022 compared to 3.33% for the nine months ended September 30, 2021.

Total interest expense for the nine months ended September 30, 2022 decreased $404 thousand to $2.7 million, as compared to $3.1 million for the nine months ended September 30, 2021. Average interest bearing liabilities were $1.17 billion for the nine months ended September 30, 2022 as compared to $1.06 billion for the nine months ended September 30, 2021. The yield on average interest bearing liabilities was 0.31% and 0.39% for the nine months ended September 30, 2022 and September 30, 2021, respectively.

Net interest income for the nine months ended September 30, 2022 was $34.1 million compared to $32.5 million for the nine months ended September 30, 2021. The slight improvement in net interest income is, in part, the result of an increase in the balances of taxable loans, an increase in taxable and non-taxable investments due to purchases of $93.3 million and an increase in interest bearing deposits with banks, along with an increase in the rates of taxable and non-taxable investments, federal funds sold, and interest bearing deposits with banks. Also contributing to the improvement in net interest income for the nine months ended September 30, 2022 was a decrease in the balance and rates of certificates of deposit, a decrease in interest expense on long term FHLB borrowings due to repayment in the first quarter of 2022, and no interest expense from PPPLF borrowings due to repayment in the first quarter of 2021. The improvements were offset, in part, by a decrease in the interest and fee income from PPP loans, a decrease in the rates of taxable loans and non-taxable loans, and an increase in the balance of interest bearing demand deposits, NOW, money market, and savings. The Company's net interest margin is 2.88% on a US GAAP basis and 2.90% on a tax equivalent (non-US GAAP) basis for the nine months ended September 30, 2022, as compared to 3.02% on a US GAAP basis and 3.04% on a tax equivalent (non-US GAAP) basis for the nine months ended September 30, 2021.

The Company's net interest margin was also affected by the balance of PPP loans, which bear interest at a rate of 1.0%, and PPPLF borrowings, which bore an interest rate of 0.35% and were paid off in early February 2021. The net interest margin on a tax


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equivalent (non-US GAAP) basis excluding PPP loans and PPP interest income and PPPLF borrowings interest expense for the three and nine months ended September 30, 2022 was 3.08% and 2.90%, respectively, compared to 2.85% and 2.90% for the three and nine months ended September 30, 2021, respectively.




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The tables below sets forth average balances and corresponding yields for the corresponding periods ended September 30, 2022 and 2021, respectively:

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