EMYB 10-Q Quarterly Report Sept. 30, 2010

EMBASSY BANCORP, INC.

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10-Q 1 form10q.htm EMBASSY BANCORP 10-Q 9-30-2010 form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010 OR

o 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 000-1449794

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
(Issuer’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 x No o

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 o No o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

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

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o

Not applicable.

APPLICABLE ONLY TO CORPORATE REGISTRANTS:

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

COMMON STOCK
Number of shares outstanding as of November 8, 2010	($1.00 Par Value)	7,096,493
	(Title Class)	(Outstanding Shares)

Table of Contents

Part I – Financial Information	3

Item 1 – Financial Statements	3
Consolidated Balance Sheets (Unaudited)	3
Consolidated Statements of Income (Unaudited)	4
Consolidated Statements of Stockholders’ Equity (Unaudited)	5
Consolidated Statements of Cash Flows (Unaudited)	6
Notes to Consolidated Financial Statements (Unaudited)	7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3 – Quantitative and Qualitative Disclosures About Market Risk	26

Item 4 – Controls and Procedures	26

Part II - Other Information	27

Item 1 - Legal Proceedings	27

Item 1A - Risk Factors	27

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3 - Defaults Upon Senior Securities	27

Item 4 – Removed and Reserved	27

Item 5 - Other Information	27

Item 6 - Exhibits	28
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32

Table of Contents

Embassy Bancorp, Inc.

Part I – Financial Information

Item 1 – Fi nancial Statements

Consolidated Balance Sheets (Unaudited)

	September 30,			December 31,
ASSETS	2010			2009
	(In Thousands, Except Share and Per Share Data)
Cash and due from banks	$	5,427		$	4,108
Interest bearing demand deposits with banks		10,866			13,981
Federal funds sold		7,050			8,375

Cash and Cash Equivalents		23,343			26,464

Interest bearing time deposits		8,211			10,724
Securities available for sale		93,590			72,795
Restricted investment in bank stock		2,109			2,109
Loans receivable, net of allowance for loan losses of $3,961 in 2010; $3,598 in 2009		378,402			346,320
Premises and equipment, net of accumulated depreciation		2,507			2,465
Deferred income taxes		-			199
Accrued interest receivable		1,785			1,615
Other assets		2,154			2,498

Total Assets	$	512,101		$	465,189

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Deposits:
Non-interest bearing	$	38,126		$	25,785
Interest bearing		373,399			355,499

Total Deposits		411,525			381,284

Securities sold under agreements to repurchase and federal funds purchased		46,750			30,964
Long-term borrowings		13,586			17,016
Deferred income taxes		303			-
Accrued interest payable		1,078			1,457
Other liabilities		1,353			791

Total Liabilities		474,595			431,512

Stockholders' Equity:
Common stock, $1 par value; authorized 20,000,000 shares; 2010 issued 7,055,072 shares; outstanding 7,054,719 shares; 2009 issued 6,940,663 shares; outstanding 6,940,310 shares		7,055			6,941
Surplus		22,635			22,900
Retained earnings		5,459			2,455
Accumulated other comprehensive income		2,360			1,384
Treasury stock, at cost, 353 shares		(3	)		(3	)

Total Stockholder' Equity		37,506			33,677

Total Liabilities and Stockholders' Equity	$	512,101		$	465,189

See notes to consolidated financial statements.

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Embassy Bancorp, Inc.

Consolidated Statements of Income (Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2010		2009			2010		2009
INTEREST INCOME	(In Thousands, Except Per Share Data)					(In Thousands, Except Per Share Data)

Loans receivable, including fees	$	5,193	$	4,987		$	15,236	$	14,501
Securities, taxable		584		661			1,736		1,969
Securities, non-taxable		251		149			700		274
Federal funds sold, and other		7		10			22		27
Interest on time deposits		32		59			105		176
Total Interest Income		6,067		5,866			17,799		16,947

INTEREST EXPENSE

		1,170		1,784			3,727		6,081
Securities sold under agreements to repurchase and federal funds purchased		92		111			314		407
Short-term borrowings		-		-			-		17
Long-term borrowings		187		284			578		803
Total Interest Expense		1,449		2,179			4,619		7,308

Net Interest Income		4,618		3,687			13,180		9,639

PROVISION FOR LOAN LOSSES		350		195			833		562

Net Interest Income after Provision for Loan Losses		4,268		3,492			12,347		9,077

OTHER INCOME

Credit card processing fees		196		139			566		383
Other service fees		102		76			276		225
Loss on retirement of fixed assets		-		(5	)		-		(5	)
Total Other Income		298		210			842		603

OTHER EXPENSES

Salaries and employee benefits		1,251		1,056			3,707		3,075
Occupancy and equipment		562		431			1,603		1,134
Data processing		196		174			634		511
Credit card processing		184		128			532		352
Advertising and promotion		203		130			554		365
Professional fees		90		96			282		317
FDIC insurance		169		139			508		585
Insurance		14		12			33		35
Loan department		54		27			115		94
Charitable contributions		79		65			265		218
Other		146		150			525		418
Total Other Expenses		2,948		2,408			8,758		7,104

Income before Income Taxes		1,618		1,294			4,431		2,576

INCOME TAX EXPENSE		467		392			1,286		796

Net Income	$	1,151	$	902		$	3,145	$	1,780

BASIC EARNINGS PER SHARE	$	0.17	$	0.13		$	0.45	$	0.26

DILUTED EARNINGS PER SHARE	$	0.16	$	0.12		$	0.43	$	0.24

See notes to consolidated financial statements.

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Embassy Bancorp , Inc.

Consolidated Statements of Stockholders’ Equity (Unaudited)

Nine Months Ended September 30, 2010 and 2009

	Common Stock			Surplus			Accumulated Earnings (Deficit)			Accumulated Other Comprehensive Income		Treasury Stock			Total
	(In Thousands, Except Share and Per Share Data)

BALANCE - DECEMBER 31, 2008		6,891			22,787			(278	)		974		(3	)		30,371

Comprehensive income:
Net income		-			-			1,780			-		-			1,780
Net change in unrealized gain on securities available for sale, net of income tax effects		-			-			-			1,071		-			1,071

Total Comprehensive Income																2,851

Exercise of stock options, 21,032 shares		21			60			-			-		-			81

BALANCE - SEPTEMBER 30, 2009	$	6,912		$	22,847		$	1,502		$	2,045	$	(3	)	$	33,303

BALANCE - DECEMBER 31, 2009		6,941			22,900			2,455			1,384		(3	)		33,677

Comprehensive income:
Net income		-			-			3,145			-		-			3,145
Net change in unrealized gain on securities available for sale, net of income tax effects		-			-			-			976		-			976

Total Comprehensive Income																4,121

Dividend declared, $0.02 per share								(141	)							(141	)
Exercise of stock options, 294,075 shares		294			543			-			-		-			837
Stock tendered for funding exercise of stock options and tax expense, 179,666 shares		(180	)		(808	)		-			-		-			(988	)

BALANCE - SEPTEMBER 30, 2010	$	7,055		$	22,635		$	5,459		$	2,360	$	(3	)	$	37,506

See notes to consolidated financial statements.

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Embassy Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

	Nine Months ended September 30,
	2010			2009
	(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	3,145		$	1,780
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		833			562
(Accretion) Amortization of deferred loan costs		(71	)		116
Depreciation and amortization		458			336
Net amortization of investment security premiums and discounts		87			33
Deferred income taxes		-			(292	)
Increase in accrued interest receivable		(170	)		(393	)
Decrease (Increase) in other assets		344			(43	)
Decrease in accrued interest payable		(379	)		(367	)
Increase in other liabilities		562			102

Net Cash Provided by Operating Activities		4,809			1,834

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities available for sale		(32,420	)		(29,748	)
Maturities, calls and principal repayments of securities available for sale		13,016			8,981
Net increase in loans		(32,844	)		(28,808	)
Increase in restricted investment in bank stock		-			(34	)
Net maturities (purchases) of interest bearing time deposits		2,513			(9,278	)
Purchases of premises and equipment		(500	)		(637	)

Net Cash Used in Investing Activities		(50,235	)		(59,524	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		30,241			65,079
Net increase in securities sold under agreements to repurchase and federal funds purchased		15,786			2,115
Proceeds from long-term borrowed funds		-			5,650
Payment of long-term borrowed funds		(3,430	)		(4,678	)
Net payment of stock tendered		(151	)		-
Proceeds from the exercise of stock options		-			81
Dividends paid		(141	)		-

Net Cash Provided by Financing Activities		42,305			68,247

Net (Decrease) Increase in Cash and Cash Equivalents		(3,121	)		10,557

CASH AND CASH EQUIVALENTS - BEGINNING		26,464			12,054

CASH AND CASH EQUIVALENTS - ENDING	$	23,343		$	22,611

SUPPLEMENTARY CASH FLOWS INFORMATION
Interest paid	$	4,998		$	7,675

Income taxes paid	$	1,286		$	956

See notes to consolidated financial statements.

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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 section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “BHC Act”) and section 225.15 of Regulation Y. The Company was formed for purposes of acquiring Embassy Bank For The Lehigh Valley (the “Bank”) in connection with the reorganization of the Bank into a bank holding company structure, which was consummated on November 11, 2008. Accordingly, the Company owns all of the capital stock of the Bank, giving the organization more flexibility in meeting its capital needs as the Company continues to grow. The Company entered into an operating agreement as the sole member of Embassy Holdings, LLC, (the “LLC”) in March 2010. The LLC was organized to engage in the holding of property acquired by the Bank in satisfaction of debts previously contracted and to engage in any other business permitted under applicable laws and ordinances, and any and all things necessary, convenient or incidental to such purposes. 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 was originally incorporated as a Pennsylvania bank on May 11, 2001 and opened its doors on November 6, 2001. It was formed by a group of local business persons and professionals with significant prior experience in community banking in the Lehigh Valley area of Pennsylvania, the Bank’s primary market area.

The accompanying unaudited financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“US GAAP”) for interim financial information and in accordance with instructions for Form 10-Q and Rule 10-01 of the Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

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, 2009, included in the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2010.

In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred after September 30, 2010 through the date these consolidated financial statements were issued.

Note 2 - Summary of Significant Accounting Policies

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, 2009.

Note 3 – Stockholders’ Equity

On November 11, 2008, the Company consummated its acquisition of Embassy Bank For The Lehigh Valley pursuant to a Plan of Merger and Reorganization dated April 18, 2008, pursuant to which the Bank was reorganized into a bank holding company structure. At the effective time of the reorganization, each share of common stock of Embassy Bank For The Lehigh Valley issued and outstanding was automatically converted into one share of Company common stock. The issuance of Company common stock in connection with the reorganization was exempt from registration pursuant to Section 3(a)(12) of the Securities Act of 1933, as amended.

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Embassy Bancorp, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 4 – Comprehensive Income

The only other comprehensive income item that the Company presently has is unrealized gains on securities available for sale. The components of the change in unrealized gains for the three and nine months ended September 30, 2010 and 2009, respectively, are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
	(In thousands)						(In thousands)

Change in unrealized holding gains on securities available for sale	$	1,151		$	1,415		$	1,478		$	1,622
Less: Reclassification adjustment for realized gains		-			-			-			-
		1,151			1,415			1,478			1,622
Tax effect		(391	)		(481	)		(502	)		(551	)
Change in net unrealized gains	$	760		$	934		$	976		$	1,071

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 September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
	(Dollars In Thousands, except per share data)				(Dollars In Thousands, except per share data)

Net income	$	1,151	$	902	$	3,145	$	1,781

Weighted average shares outstanding		6,972		6,912		6,971		6,902
Dilutive effect of potential common shares, stock options		190		363		267		372

Diluted weighted average common shares outstanding		7,162		7,275		7,238		7,274
Basic earnings per share	$	0.17	$	0.13	$	0.45	$	0.26
Diluted earnings per share	$	0.16	$	0.12	$	0.43	$	0.24

Stock options for 72,739 and 73,339 shares of common stock were not considered in computing diluted earnings per common share for the three and nine months ended September 30, 2010 and 2009, respectively, because they are not dilutive to earnings.

Note 6 – Guarantees

The Company, through the Bank, does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued, have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Bank generally holds collateral and/or personal guarantees supporting these commitments. The Company had $2.9 million of standby letters of credit outstanding as of September 30, 2010. The approximate value of underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $2.6 million. The current amount of the liability as of September 30, 2010 for guarantees under standby letters of credit issued is not considered material.

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Embassy Bancorp, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 7 – Short-term and Long-term Borrowings

Securities sold under agreements to repurchase, federal funds purchased and Federal Home Loan Bank of Pittsburgh (“FHLB”) short term advances generally represent overnight or less than twelve month borrowings. Securities sold under agreements to repurchase and federal funds purchased totaled $46.8 million and $31.0 million at September 30, 2010 and December 31, 2009, respectively. Long term advances from the FHLB are for proceeds of twelve months or more and are generally less than sixty months. The Bank has an agreement with the FHLB which allows for borrowings up to a percentage of qualifying assets. At September 30, 2010, the Bank had a maximum borrowing capacity for short-term and long-term advances of approximately $196.2 million, of which $7.9 million was outstanding in long-term loans. Long-term loans with FHLB of $11.4 million were outstanding at December 31, 2009. There were no short-term advances outstanding at September 30, 2010. All FHLB borrowings are secured by qualifying assets of the Bank.

The Bank has a federal funds line of credit with the Atlantic Central Bankers Bank (“ACBB”) of approximately $6.0 million, of which none was outstanding at September 30, 2010 and December 31, 2009. Advances from this line are unsecured.

The Company has two lines of credit with Univest National Bank and Trust Company (“Univest”) totaling $10 million. As of September 30, 2010 and December 31, 2009, the outstanding balance was $5.7 million and $5.6 million, respectively, which are included in long-term borrowings. Advances from these lines of credit are secured by 833,333 shares of Bank common stock. Under the terms of the loan agreement, the Bank is required to remain well capitalized. The proceeds of the loan were primarily used for the holding company’s investment in the Bank, thus providing additional capital to support the Bank’s growth.

Note 8 – Securities Available For Sale

At September 30, 2010 and December 31, 2009, respectively, the amortized cost and fair values of securities available-for-sale were as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In Thousands)
September 30, 2010:
U.S. Government agencies	$	30,992	$	605	$	(21	)	$	31,576
Municipal bonds		37,640		1,894		(2	)		39,532
Mortgage-backed securities - residential		17,600		874		-			18,474
Corporate Bonds		3,782		226		-			4,008
Total	$	90,014	$	3,599	$	(23	)	$	93,590

December 31, 2009:
U.S. Government agencies	$	16,583	$	500	$	-		$	17,083
Municipal bonds		28,157		514		(97	)		28,574
Mortgage-backed securities - residential		22,170		949		-			23,119
Corporate Bonds		3,787		232		-			4,019
Total	$	70,697	$	2,195	$	(97	)	$	72,795

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Embassy Bancorp, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 8 – Securities Available For Sale (Continued)

The amortized cost and fair value of securities as of September 30, 2010, 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	$	6,253	$	6,314
Due after one year through five years		31,092		31,868
Due after five years through ten years		7,730		8,182
Due after ten years		27,339		28,752
		72,414		75,116

Mortgage-backed securities		17,600		18,474
	$	90,014	$	93,590

There were no sales of securities for the nine months ended September 30, 2010 and 2009. Sales of securities for the year ended December 31, 2009 totaled $3.1 million with net gains of $174 thousand; the proceeds were used, in part, to pay down FHLB debt.

Securities with a carrying value of $65.4 million and $49.2 million at September 30, 2010 and December 31, 2009, respectively, were subject to agreements to repurchase, pledged to secure public deposits, or pledged for other purposes required or permitted by law.

The following tables show the Company’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2010 and December 31, 2009, respectively:

	Less Than 12 Months					12 Months or More				Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In Thousands)					(In Thousands)				(In Thousands)
September 30, 2010:

U.S. Government agencies	$	8,255	$	(21	)	$	-	$	-	$	8,255	$	(21	)
Municipal bonds		614		(2	)		-		-		614		(2	)
Total Temporarily Impaired Securities	$	8,869	$	(23	)	$	-	$	-	$	8,869	$	(23	)

December 31, 2009:

Municipal bonds	$	2,860	$	(97	)	$	-	$	-	$	2,860	$	(97	)
Total Temporarily Impaired Securities	$	2,860	$	(97	)	$	-	$	-	$	2,860	$	(97	)

The Company had eight (8) securities in an unrealized loss position at September 30, 2010. Unrealized losses detailed above relate to US government agency and municipal securities and the decline in fair value is due only to interest rate fluctuations. As of September 30, 2010, the Company does not intend to sell and, it is not more likely than not, that it would be required to sell the securities before recovery of its amortized cost basis. None of the individual unrealized losses are significant and management believes that the unrealized losses represent temporary impairment of the securities.

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Embassy Bancorp, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 8 – Securities Available For Sale (Continued)

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. All of the Company’s investment securities classified as available-for-sale are evaluated for OTTI under ASC Topic 320, Accounting for Certain Investments in Debt and Equity Securities .

In determining OTTI under the ASC Topic 320 model, management considers many factors, including:

the length of time and the extent to which the fair value has been less than amortized cost,

the financial condition and near-term prospects of the issuer,

whether the market decline was affected by macroeconomic conditions, and

whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on information available to management at a point in time. An OTTI is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows.

When an OTTI occurs under the model, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If an entity intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors shall be recognized in other comprehensive income, net of applicable tax benefit. The previous amortized cost basis less the OTTI recognized in earnings shall become the new amortized cost basis of the investment.

Note 9 – Restricted Investment In Bank Stock

As a member of the Federal Home Loan Bank of Pittsburgh (“FHLB”), the Company is required to purchase and hold stock in the FHLB to satisfy membership and borrowing requirements. This stock is restricted in that it can only be sold to the FHLB or to another member institution, and all sales of FHLB stock must be at par. As a result of these restrictions, FHLB stock is unlike other investment securities insofar as there is no trading market for FHLB stock and the transfer price is determined by FHLB membership rules and not by market participants. As of September 30, 2010 and December 31, 2009, the value of the Company’s FHLB stock totaled $2.1 million.

In December 2008, the FHLB voluntarily suspended dividend payments on its stock, as well as the repurchase of excess stock from members. The FHLB cited a significant reduction in the level of core earnings resulting from lower short-term interest rates, the increased cost of liquidity, and constrained access to the debt markets at attractive rates and maturities as the main reasons for the decision to suspend dividends and the repurchase of excess capital stock. The FHLB last paid a dividend in the third quarter of 2008. Subsequent to September 30, 2010, the FHLB announced a limited excess capital stock repurchase program, pursuant to which it would repurchase from its members a certain amount of shares of FHLB stock equal to the lesser of the amount of the member’s excess capital stock or five percent of the member’s total FHLB capital stock, based on shares outstanding at close of business, October 28, 2010. On October 29 , 2010, the FHLB repurchased from the Bank one thousand thirty five (1,035) shares of FHLB stock at a purchase price of $100 per share.

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Embassy Bancorp, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 9 – Restricted Investment In Bank Stock (Continued)

FHLB stock is held as a long-term investment and its value is determined based on the ultimate recoverability of the par value. The Company evaluates impairment quarterly. The decision of whether impairment exists is a matter of judgment that reflects our view of the FHLB’s long-term performance, which includes factors such as the following:

its operating performance;

the severity and duration of declines in the fair value of its net assets related to its capital stock amount;

its commitment to make payments required by law or regulation and the level of such payments in relation to its operating performance;

the impact of legislative and regulatory changes on the FHLB, and accordingly, on the members of FHLB; and

its liquidity and funding position.

After evaluating all of these considerations, the Company concluded that the par value of its investment in FHLB stock will be recovered. Accordingly, no impairment charge was recorded on these securities for the three and nine months ended September 30, 2010. Our evaluation of the factors described above in future periods could result in the recognition of impairment charges on FHLB stock.

Note 10 – 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. In accordance with the Fair Value Measurements and Disclosures topic of FASB ASC, 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.

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

ASC Topic 860 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC Topic 860 are as follows:

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

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

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

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.

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Embassy Bancorp, Inc.

Notes to Consolidated Financial Statements (Unaudited)

10 – Fair Value Measurements (Continued)

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2010 and December 31, 2009, respectively are as follows:

Description	(Level 1) Quoted Prices in Active Markets for Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Unobservable Inputs		Total
	(In Thousands)

September 30, 2010 Securities available for sale	$	-	$	93,590	$	-	$	93,590
December 31, 2009 Securities available for sale	$	-	$	72,795	$	-	$	72,795

For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2010 and December 31, 2009, respectively are as follows:

Description	(Level 1) Quoted Prices in Active Markets for Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Unobservable Inputs		Total
	(In Thousands)

September 30, 2010 Impaired loans	$	-	$	-	$	3,770	$	3,770
December 31, 2009 Impaired loans	$	-	$	-	$	328	$	328

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at September 30, 2010:

Cash and Cash Equivalents (Carried at Cost)

The carrying amounts reported in the balance sheet for cash and short-term instruments approximate those assets’ fair values.

Interest Bearing Time Deposits (Carried at Cost)

Fair values for fixed-rate time certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits. The Company generally purchases amounts below the insured limit, limiting the amount of credit risk on these time deposits.

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Embassy Bancorp, Inc.

Notes to Consolidated Financial Statements (Unaudited)

10 – Fair Value Measurements (Continued)

Securities (Carried at Fair Value)

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or 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 certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use, along with indicative exit pricing obtained from broker/dealers (where available) were used to support fair values of certain Level 3 investments.

Loans Receivable (Carried at Cost)

The fair values of loans are estimated using discounted cash flow analyses and market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates and projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Impaired Loans (Generally Carried at Fair Value)

Impaired loans are those that are accounted for under ASC Topic 310, Accounting by Creditors for Impairment of a Loan. Under this topic, impairment is generally measured based on the fair value of the collateral securing the loan. Fair value of the collateral is generally determined based upon independent third-party appraisals or discounted cash flows based upon expected proceeds from the liquidation of such collateral.

At September 30, 2010, of the impaired loans having an aggregate balance of $8.3 million, $4.2 million did not require a valuation allowance because the value of the collateral securing the loan was determined to meet or exceed the balance owed on the loan. Of the remaining $4.1 million in impaired loans, an aggregate valuation allowance of $371 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. This valuation allowance required an increase in the allowance for loan losses of $371 thousand.

Restricted Investment in Bank Stock (Carried at Cost)

The carrying amount of restricted investment in bank stock approximates fair value, and considers the limited marketability of such securities.

Accrued Interest Receivable and Payable (Carried at Cost)

The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposit Liabilities (Carried at Cost)

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Securities Sold Under Agreements to Repurchase and Federal Funds Purchased (Carried at Cost)

These borrowings are short term and the carrying amount approximates the fair value.

Short-Term Borrowings (Carried at Cost)

The carrying amounts of short-term borrowings approximate their fair values.

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Embassy Bancorp, Inc.

Notes to Consolidated Financial Statements (Unaudited)

10 – Fair Value Measurements (Continued)

Long-Term Debt (Carried at Cost)

Fair values of FHLB and Univest advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB and Univest advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Off-Balance Sheet Financial Instruments (Disclosed at Cost)

Fair values for the Company’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.

The estimated fair values of the Company’s financial instruments were as follows at September 30, 2010 and December 31, 2009 (in thousands):

	September 30, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value

Financial assets:
Cash and cash equivalents	$	23,343	$	23,343	$	26,464	$	26,464
Interest bearing time deposits		8,211		8,376		10,724		10,857
Securities available-for-sale		93,590		93,590		72,795		72,795
Loans receivable, net of allowance		378,402		385,596		346,320		351,075
Restricted investments in bank stock		2,109		2,109		2,109		2,109
Accrued interest receivable		1,785		1,785		1,615		1,615

Financial liabilities:
Deposits		411,525		413,858		381,284		373,087
Securities sold under agreements to repurchase and federal funds purchased		46,750		46,758		30,964		30,974
Long-term borrowings		13,586		14,190		17,016		17,197
Accrued interest payable		1,078		1,078		1,457		1,457

Off-balance sheet finanacial instruments:
Commitments to grant loans		-		-		-		-
Unfunded commitments under lines of credit		-		-		-		-
Standby letters of credit		-		-		-		-

Note 11 – New Accounting Standards

The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) 2010-08, Technical Corrections to Various Topics, thereby amending the Codification. This ASU resulted from a review by the FASB of its standards to determine if any provisions are outdated, contain inconsistencies, or need clarifications to reflect the FASB’s original intent. The FASB believes the amendments do not fundamentally change U.S. Generally Accepted Accounting Principles (“GAAP”). However, certain clarifications on embedded derivatives and hedging reflected in Topic 815, Derivatives and Hedging, may cause a change in the application of the guidance in Subtopic 815-15. Accordingly, the FASB provided special transition provisions for those amendments.

The ASU contains various effective dates. The clarifications of the guidance on embedded derivatives and hedging (Subtopic 815-15) are effective for fiscal years beginning after December 15, 2009. The amendments to the guidance on accounting for income taxes in a reorganization (Subtopic 852-740) applies to reorganizations for which the date of the reorganization is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. All other amendments are effective as of the first reporting period (including interim periods) beginning after the date this ASU was issued (February 2, 2010). The Company does not believe this new guidance will have a material effect on its consolidated financial statements.

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Embassy Bancorp, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 11 – New Accounting Standards (Continued)

The FASB has issued ASU 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. The amendments in the ASU remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued. The FASB believes these amendments remove potential conflicts with the SEC’s literature.

In addition, the amendments in the ASU require an entity that is a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events through the date of issuance of its financial statements and must disclose such date.

All of the amendments in the ASU were effective upon issuance (February 24, 2010) except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The new pronouncement had no effect on the Company’s consolidated financial statements.

ASU 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset, codifies the consensus reached in EITF Issue No. 09-I, “Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset.” The amendments to the Codification provide that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. ASU 2010-18 does not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40.

ASU 2010-18 is effective prospectively for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. Early application is permitted. Upon initial adoption of ASU 2010-18, an entity may make a one-time election to terminate accounting for loans as a pool under Subtopic 310-30. This election may be applied on a pool-by-pool basis and does not preclude an entity from applying pool accounting to subsequent acquisitions of loans with credit deterioration. The new pronouncement had no effect on the Company’s consolidated financial statements.

ASU 20100-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, will help investors assess the credit risk of a company’s receivables portfolio and the adequacy of its allowance for credit losses held against the portfolios by expanding credit risk disclosures.

This ASU requires more information about the credit quality of financing receivables in the disclosures to financial statements, such as aging information and credit quality indicators. Both new and existing disclosures must be disaggregated by portfolio segment or class. The disaggregation of information is based on how a company develops its allowance for credit losses and how it manages its credit exposure.

The amendments in this Update apply to all public and nonpublic entities with financing receivables. Financing receivables include loans and trade accounts receivable. However, short-term trade accounts receivable, receivables measured at fair value or lower of cost or fair value, and debt securities are exempt from these disclosure amendments.

The effective date of ASU 2010-20 differs for public and nonpublic companies. For public companies, the amendments that require disclosures as of the end of a reporting period are effective for periods ending on or after December 15, 2010. The amendments that require disclosures about activity that occurs during a reporting period are effective for periods beginning on or after December 15, 2010. For nonpublic companies, the amendments are effective for annual reporting periods ending on or after December 15, 2011. The Company is currently reviewing the effect the new pronouncement will have on its consolidated financial statements.

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

This discussion and analysis provides an overview of the financial condition and results of operations of Embassy Bancorp, Inc. (the “Company”) as of September 30, 2010 and for the three and nine month periods ended September 30, 2010 and 2009, 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, 2009, 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, 2009. 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 discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements of goals, intentions, and expectations as to future trends, plans, events or results of the Company’s operations and policies and regarding general economic conditions. 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 section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “BHC Act”) and section 225.15 of Regulation Y. The Company was formed for purposes of acquiring Embassy Bank For The Lehigh Valley (the “Bank”) in connection with the reorganization of the Bank into a bank holding company structure, which was consummated on November 11, 2008. Accordingly, the Company owns all of the capital stock of the Bank, giving the organization more flexibility in meeting its capital needs as the Company continues to grow. The Company entered into an operating agreement as the sole member of Embassy Holdings, LLC, (the “LLC”) in March 2010. The LLC was organized to engage in the holding of property acquired by the Bank in satisfaction of debts previously contracted and to engage in any other business permitted under applicable laws and ordinances, and any and all things necessary, convenient or incidental to such purposes. As such, the consolidated financial statements contained herein include the accounts of the Company, the Bank and the LLC.

The Company’s assets grew $46.9 million from $465.2 million at December 31, 2009 to $512.1 million at September 30, 2010 due to the purchase of short and long term investment securities and loan growth, which were funded through strong deposit growth as well as securities purchased under agreements to repurchase.

Net income for the three months ended September 30, 2010 was $1.2 million compared to a net income for the three months ended September 30, 2009 of $902 thousand. Net income for the nine months ended September 30, 2010 was $3.1 million compared to a net income for the nine months ended September 30, 2009 of $1.8 million. Due to the current interest rate environment, the cost of deposits has decreased. Furthermore, due to the current competitive nature of lending, loan yields have decreased as well. Loan yields, however, have decreased at a slower pace than the cost of deposits. The result has been an increase in the net interest margins as compared to 2009. Net income is anticipated to increase as the Bank increases its deposit base and generates additional loan volume. The additional branch locations opened in 2009 and 2010 have added expenses which, over time, should be offset by the increase in net interest income generated by branch activities.

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RESULTS OF OPERATIONS

Net Interest Income

Total interest income for the three months ended September 30, 2010 increased $201 thousand to $6.1 million, as compared with $5.9 million for the three months ended September 30, 2009, as a result of growth in the loan and investment portfolios offset by reductions in rates paid on interest bearing deposits. Average earning assets were $493.1 million for the three months ended September 30, 2010 compared to $445.6 million for the three months ended September 30, 2009. The yield on average earning assets was 4.99% for the third quarter of 2010 compared to 5.29% for the third quarter of 2009.

Total interest expense for the three months ended September 30, 2010 decreased $730 thousand to $1.4 million as compared with $2.2 million for the three months ended September 30, 2009, primarily due to decreases in deposit rates and borrowing rates on securities sold under agreement to repurchase and other borrowings. Average interest bearing liabilities were $439.5 million for the three months ended September 30, 2010 compared to $398.7 million for the three months ended September 30, 2009. The yield on average interest bearing liabilities was 1.31% for the third quarter of 2010 compared to 2.17% for the third quarter of 2009. This decrease was the result of market conditions, including those for borrowings, deposit mix, competition, and management’s resulting adjustments to the interest rates provided to depositors.

Net interest income for the three months ended September 30, 2010 was $4.6 million compared to $3.7 million for the three months ended September 30, 2009. The improvement in net interest income for the three months ended September 30, 2010 is a result of growth in the loan and investment portfolios and decreases in the interest expense associated with deposits and other borrowed funds, offset to a lesser extent by a reduction in rates received on interest earning assets. The Company’s net interest margin for the three months ended September 30, 2010 increased 47 basis points to 3.82% as compared to 3.35% for the three months ended September 30, 2009, due to the current interest rate environment, including the decreased cost of deposits and borrowed funds and the competitive interest rate pressure of lending, which kept loan rates from falling at the same rate as deposit rates, in relation to overall market rate reductions.

Total interest income for the nine months ended September 30, 2010 increased $852 thousand to $17.8 million as compared with $16.9 million for the nine months ended September 30, 2009 as a result of growth in the loan and investment portfolios. Average earning assets were $473.7 million for the nine months ended September 30, 2010 compared to $428.6 million for the nine months ended September 30, 2009. The yield on average earning assets was 5.12% for the nine months ended September 30, 2010 compared to 5.33% for the nine months ended September 30, 2009.

Total interest expense for the nine months ended September 30, 2010 decreased $2.7 million to $4.6 million as compared with $7.3 million for the nine months ended September 30, 2009, primarily due to decreases in deposit rates, and borrowing rates on securities sold under agreement to repurchase and other borrowings. Average interest bearing liabilities were $424.2 million for the nine months ended September 30, 2010 compared to $383.8 million for the nine months ended September 30, 2009. The yield on average interest bearing liabilities was 1.46% for the nine months ended September 30, 2010 compared to 2.55% for the nine months ended September 30, 2009. This decrease was the result of market conditions, including those for borrowings, deposit mix, competition, and management’s resulting adjustments to the interest rates provided to depositors.

Net interest income for the nine months ended September 30, 2010 was $13.2 million compared to $9.6 million for the nine months ended September 30, 2009. The improvement in net interest income for the nine months ended September 30, 2010 is a result of growth in the loan and investment portfolios and decreases in the interest expense associated with deposits and other borrowed funds, offset to a lesser extent, by a decrease in interest rates received on earning assets. The Company’s net interest margin for the nine months ended September 30, 2010 increased 77 basis points to 3.82% as compared to 3.05% for the nine months ended September 30, 2009, due to the current interest rate environment, including the decreased cost of deposits and borrowed funds and the competitive interest rate pressure of lending, which kept loan rates from falling at the same rate as deposit rates, in relation to overall market rate reductions.

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Below is a table which sets forth average balances and corresponding yields for the three and nine month periods ended September 30, 2010 and September 30, 2009, respectively:

Distribution of Assets, Liabilities and Stockholders’ Equity:

Interest Rates and Interest Differential (quarter to date)

	Three Months Ended September 30,
	2010								2009

						Tax								Tax
	Average					Equivalent			Average					Equivalent
	Balance			Interest		Yield			Balance			Interest		Yield
	(Dollars In Thousands)
ASSETS
Loans - taxable	$	377,818		$	5,186		5.45	%	$	345,089		$	4,987		5.73	%
Loans - non-taxable		693			7		5.95	%		-			-		-
Investment securities - taxable		63,662			584		3.67	%		60,472			661		4.37	%
Investment securities - non-taxable		25,851			251		5.81	%		14,726			149		6.05	%
Federal funds sold		6,128			2		0.13	%		10,229			8		0.31	%
Time deposits		7,982			32		1.59	%		10,519			59		2.23	%
Interest bearing deposits with banks		10,944			5		0.18	%		4,560			2		0.17	%

TOTAL INTEREST EARNING ASSETS		493,078			6,067		4.99	%		445,595			5,866		5.29	%

Less allowance for loan losses		(3,994	)							(3,352	)
Other assets		19,897								12,789

TOTAL ASSETS	$	508,981							$	455,032

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing demand deposits, NOW and money market	$	34,486		$	34		0.39	%	$	34,598		$	67		0.77	%
Savings		228,686			584		1.01	%		172,968			656		1.50	%
Certificates of deposit		120,927			552		1.81	%		141,458			1,061		2.98	%
Securities sold under agreements to repurchase and other borrowings		55,419			279		2.00	%		49,667			395		3.16	%

TOTAL INTEREST BEARING LIABILITIES		439,518			1,449		1.31	%		398,691			2,179		2.17	%

Non-interest bearing demand deposits		28,106								19,080
Other liabilities		1,877								3,673
Stockholders' equity		39,480								33,588

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	$	508,981							$	455,032

Net interest income				$	4,618							$	3,687
Net interest spread							3.68	%							3.12	%
Net interest margin							3.82	%							3.35	%

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Distribution of Assets, Liabilities and Stockholders’ Equity:

Interest Rates and Interest Differential (year to date)

	Nine Months Ended September 30,
	2010								2009

						Tax								Tax
	Average					Equivalent			Average					Equivalent
	Balance			Interest		Yield			Balance			Interest		Yield
	(Dollars In Thousands)
ASSETS
Loans - taxable	$	366,553		$	15,228		5.55	%	$	335,449		$	14,501		5.78	%
Loans - non-taxable		305			8		5.17	%		-			-		-
Investment securities - taxable		58,265			1,736		3.97	%		59,037			1,969		4.45	%
Investment securities - non-taxable		23,827			700		5.85	%		9,084			274		6.09	%
Federal funds sold		6,019			7		0.16	%		12,407			24		0.26	%
Time deposits		8,328			105		1.69	%		9,736			176		2.42	%
Interest bearing deposits with banks		10,401			15		0.19	%		2,854			3		0.14	%

TOTAL INTEREST EARNING ASSETS		473,698			17,799		5.12	%		428,567			16,947		5.33	%

Less allowance for loan losses		(3,823	)							(3,163	)
Other assets		18,915								12,203

TOTAL ASSETS	$	488,790							$	437,607

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing demand deposits, NOW and money market	$	33,395		$	129		0.52	%	$	34,310		$	288		1.12	%
Savings		218,152			1,868		1.14	%		147,717			2,051		1.86	%
Certificates of deposit		120,605			1,730		1.92	%		151,179			3,742		3.31	%
Securities sold under agreements to repurchase and other borrowings		52,087			892		2.29	%		50,593			1,227		3.24	%

TOTAL INTEREST BEARING LIABILITIES		424,239			4,619		1.46	%		383,799			7,308		2.55	%

Non-interest bearing demand deposits		25,235								17,990
Other liabilities		2,150								3,645
Stockholders' equity		37,166								32,173

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	$	488,790							$	437,607

Net interest income				$	13,180							$	9,639
Net interest spread							3.66	%							2.78	%
Net interest margin							3.82	%							3.05	%

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 considered 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 is based on historical loss experience adjusted for qualitative factors. The specific component relates to loans that are classified as watch, other assets especially mentioned, substandard, doubtful or loss. For such loans they may also be classified as impaired or restructured. For loans that are further 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.

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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 and nine months ended September 30, 2010, management has provided a provision for loan losses of $350 thousand and $833 thousand, respectively, as compared to $195 thousand and $562 thousand, respectively, for the same periods ended September 30, 2009. In the first nine months of 2010 principal in the amount of $474 thousand was charged off on two loans, while principal in the amount of $4 thousand was recovered on three loans. As of September 30, 2010, the allowance for loan losses is $4.0 million, which is 1.04% of outstanding loans, compared to $3.5 million or 1.00% of outstanding loans as of September 30, 2009. At December 31, 2009, the allowance for loan losses of $3.6 million represented 1.03% of total outstanding loans. The increase in the allowance for loan losses is primarily attributable to overall loan growth and inherent risk in the commercial loan portfolio. Based principally on economic conditions, asset quality, and loan-loss experience, including that of comparable institutions in the Bank’s market area, the allowance is believed to be adequate to absorb any losses inherent in the portfolio. Because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that material increases will not be necessary should the quality of the loans deteriorate. The Bank has not participated in any sub-prime lending activity.

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

	September 30,
	2010			2009
	(In Thousands)

Loans receivable at end of period	$	382,363		$	348,257

Allowance for loan losses:
Balance, beginning	$	3,598		$	2,932
Provision for loan losses		833			562
Loans charged off		(474	)		(15	)
Recoveries		4			-
Balance at end of period	$	3,961		$	3,479

Allowance for loan losses to loans receivable at end of period		1.04	%		1.00	%

Non-interest Income

Total non-interest income was $298 thousand for the three month period ended September 30, 2010 compared to $210 thousand for the same period in 2009. Total non-interest income was $842 thousand for the nine month period ended September 30, 2010 compared to $603 thousand for the same period in 2009. The increase is primarily due to the growth in the Bank’s credit card and merchant processing customer base and to a lesser extent, fees generated through a larger deposit base.

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Non-interest Expense

Non-interest expenses increased $540 thousand or 22.4% from $2.4 million for the three months ended September 30, 2009 to $2.9 million for the same period ended September 30, 2010. The increase is due to: an increase of $195 thousand in salary and employee benefits, the majority of which are in conjunction with increased branch staffing and salary adjustments; an increase of $131 thousand in occupancy and equipment expense resulting from increases in other occupancy costs associated with the main office and the new branch offices; an increase of $22 thousand in data processing expenses; an increase of $56 thousand in credit card expense; an increase of $73 thousand in advertising; an increase of $30 thousand in FDIC insurance; an increase of $2 thousand in insurance expense; an increase of $27 thousand in loan expenses; and an increase of $14 thousand in charitable contributions; offset by a decrease of $6 thousand in professional fees; and a decrease of $4 thousand in other expenses.

Non-interest expenses increased $1.7 million or 23.3% from $7.1 million for the nine months ended September 30, 2009 to $8.8 million for the same period ended September 30, 2010. The increase is due to: an increase of $632 thousand in salary and employee benefits, the majority of which are in conjunction with increased branch staffing and salary adjustments; an increase of $469 thousand in occupancy and equipment expense resulting from increases in other occupancy costs associated with the main office and the new branch offices; an increase of $123 thousand in data processing expenses; an increase of $180 thousand in credit card expense; an increase of $189 thousand in advertising; an increase of $21 thousand in loan expenses; an increase of $47 thousand in charitable contributions; and an increase of $87 thousand in other expenses, $58 thousand of which is penalties on the prepayment of FHLB advances, offset by a decrease of $35 thousand in professional fees; a decrease of $77 thousand in FDIC insurance; and a decrease of $2 thousand in insurance expense. The decrease in FDIC insurance was due to a one-time special assessment incurred as of June 30, 2009 in the amount of $205 thousand.

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

Income Taxes

The provision for income taxes for the three months ended September 30, 2010 and 2009, respectively, totaled $467 thousand, or 28.9% of income before taxes and $392 thousand, or 30.3% of income before taxes. The provision for income taxes for the nine months ended September 30, 2010 and 2009, respectively, totaled $1.3 million, or 29.0% of income before taxes and $796 thousand, or 30.9% of income before taxes. The reduction in the tax rate is a result of an increase in the tax-free investment and loan portfolios.

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, corporate bonds, and taxable and non taxable municipal bonds. The Bank holds no high-risk securities or derivatives as of September 30, 2010. The Bank has not made any investments in non-U.S. government agency mortgage backed securities or sub-prime loans.

Total securities at September 30, 2010 were $93.6 million compared to $72.8 million at December 31, 2009. The increase in the investment portfolio is the result of municipal bond and U.S. government agency bond purchases, offset by principal payments on U.S. government agency mortgage-backed securities and maturities of U.S. government agency bonds. The carrying value of the securities portfolio as of September 30, 2010 includes a net unrealized gain of $3.6 million, which is recorded as accumulated other comprehensive income in stockholders’ equity net of income tax effect. This compares to a net unrealized gain of $2.1 million at December 31, 2009. The current unrealized gain position of the securities portfolio is due to the changes in market rates since December 31, 2009. No securities are deemed to be other than temporarily impaired.

Restricted investments in bank stock consists of FHLB stock and ACBB stock. Federal law requires a member institution of the FHLB to hold stock of its district FHLB according to a predetermined formula. The restricted stocks are carried at cost. The Company had $2.1 million of FHLB stock and $40 thousand of ACBB stock as of September 30, 2010.

In December 2008, the FHLB of Pittsburgh notified member banks that it was suspending dividend payments and the repurchase of capital stock. Subsequent to September 30, 2010, the FHLB announced a limited excess capital stock repurchase program, pursuant to which it would repurchase from its members a certain amount of shares of FHLB stock equal to the lesser of the amount of the member’s excess capital stock or five percent of the member’s total FHLB capital stock, based on shares outstanding at close of business, October 28, 2010. On October 29 , 2010, the FHLB repurchased from the Bank one thousand thirty five (1,035) shares of FHLB stock at a purchase price of $100 per share.

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Management evaluates the restricted stock for impairment in accordance with ASC Topic 942, “Accounting by Certain Entities (Including Entities With Trade Receivables) That Lend to or Finance the Activities of Others.” 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 FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB.

Management believes no impairment charge is necessary related to the FHLB or ACBB restricted stock as of September 30, 2010.

Loans

The loan portfolio comprises a major component of the Bank’s earning assets. All of the Bank’s loans are to domestic borrowers. Total net loans at September 30, 2010 increased $32.1 million to $378.4 million from $346.3 million at December 31, 2009. The loan to deposit ratio has increased slightly from 91.8% at December 31, 2009 to 92.9% at September 30, 2010. The Bank’s loan portfolio at September 30, 2010 was comprised of consumer loans of $175.1 million, an increase of $13.8 million from December 31, 2009, and commercial loans of $207.3 million, an increase of $18.8 million from December 31, 2009, before the allowance for loan losses and deferred costs. 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 $363 thousand to $4.0 million at September 30, 2010 from $3.6 million at December 31, 2009. At September 30, 2010 and December 31, 2009, the allowance for loan losses represented 1.04% and 1.03%, respectively, of total loans. Based upon current economic conditions, the composition of the loan portfolio, the inherent credit risk in the portfolio and loan-loss experience of comparable institutions in the Bank’s market area, management feels the allowance is adequate to absorb reasonably anticipated losses.

At September 30, 2010, aggregate balances on non-performing loans equaled $9.1 million compared to $4.8 million at December 31, 2009 and $854 thousand at September 30, 2009, representing 2.39%, 1.37% and 0.25% of total loans at September 30, 2010, December 31, 2009 and September 30, 2009, respectively. In certain circumstances in which the Company has deemed it prudent for reasons related to a borrower's financial condition, the Company has agreed to restructure certain loans (referred to as troubled debt restructurings). Troubled debt restructurings are considered non-performing loans, although all of the loans modified under a troubled debt restructuring were current under their modified terms at September 30, 2010. The details for non-performing loans are included in the following table:

	September 30,			December 31,			September 30,
	2010			2009			2009
		(Dollars In Thousands)

Non-accrual - commercial		5,621			4,152			854
Non-accrual - consumer		843
Troubled debt restructured		5,213			-			-
Loans past due 90 or more days, accruing interest		-			584			-
Other		159			60			-
Total nonperforming loans		9,123			4,796			854
Other real estate owned		-			-			-
Total nonperforming assets		9,123			4,796			854
Nonperforming loans to total loans at period-end		2.39	%		1.37	%		0.25	%
Nonperforming assets to period end loans and foreclosed assets		2.39	%		1.37	%		0.25	%

Premises and Equipment

Company premises and equipment, net of accumulated depreciation, increased $42 thousand from December 31, 2009 to September 30, 2010. This increase is due, primarily, to equipment purchased for the new branch, offset by depreciation on existing premises and equipment.

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Deposits

Total deposits at September 30, 2010 increased $30.2 million to $411.5 million from $381.3 million at December 31, 2009. Savings deposits increased by $22.8 million, and demand deposits increased by $16.0 million, while time deposits decreased $8.6 million. The significant growth in savings and demand deposits is attributed to successful promotions as well as migration from time deposits.

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 $23.3 million at September 30, 2010, compared to $26.5 million at December 31, 2009.

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 or raising additional capital. At September 30, 2010, the Company had $93.6 million of available for sale securities. Securities with carrying values of approximately $65.4 and $49.2 million at September 30, 2010 and December 31, 2009, respectively, were pledged as collateral to secure securities sold under agreements to repurchase, public deposits, and for other purposes required or permitted by law.

The Bank also has borrowing capacity with the FHLB of approximately $196.2 million, of which $7.9 million was outstanding in long-term loans at September 30, 2010. All of the long-term loans mature in 2013. The Bank also has a line of credit with the FHLB and the ACBB of approximately $25.0 million and $6.0 million, respectively, of which none was outstanding at September 30, 2010. All FHLB borrowings are secured by qualifying assets of the Bank and advances from the ACBB line are unsecured.

The Company has two lines of credit totaling an aggregate of $10 million with Univest, of which an aggregate of $5.7 million was outstanding at September 30, 2010. These lines of credit are secured by 833,333 shares of Bank common stock.

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 mainly of unfunded loans and commitments, as well as lines of credit made under the same standards as on-balance sheet instruments. These unused commitments totaled $58.9 million at September 30, 2010. The Company also has letters of credit outstanding of $2.9 million at September 30, 2010. 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.

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Capital Resources and Adequacy

Total stockholders’ equity was $37.5 million as of September 30, 2010, representing a net increase of $3.8 million from December 31, 2009. The increase in capital was a result of the net income of $3.1 million, the increase in unrealized holding gains on available for sale securities of $976 thousand, the exercise of stock options totaling $837 thousand, offset by $988 thousand attributable to stock tendered in connection with the cashless exercise of stock options and related tax expenses, and a dividend payment of $141 thousand.

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

	September 30, 2010			December 31, 2009
	(Dollars In Thousands)

Tier I, common stockholders' equity	$	40,395		$	37,464
Tier II, allowable portion of allowance for loan losses		3,961			3,598

Total capital	$	44,356		$	41,062

Tier I risk based capital ratio		11.7	%		11.7	%

Total risk based capital ratio		12.9	%		12.8	%

Tier I leverage ratio		8.0	%		8.1	%

At September 30, 2010, the Bank exceeded the minimum regulatory capital requirements necessary to be considered a “well capitalized” financial institution under applicable federal banking regulations.

RECENT DEVELOPMENTS

On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, into law. The Dodd-Frank Act will have a broad impact on the financial services industry, including significant regulatory and compliance changes. Many of the requirements called for in the Dodd-Frank Act will be implemented over time and most will be subject to implementing regulations over the course of several years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies and through regulations, the full extent of the impact such requirements will have on our operations is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage requirements or otherwise adversely affect our business. In particular, the potential impact of the Dodd-Frank Act on our operations and activities, both currently and prospectively, include, among others:

•

a reduction in our ability to generate or originate revenue-producing assets as a result of compliance with heightened capital standards;

•

increased cost of operations due to greater regulatory oversight, supervision and examination of banks and bank holding companies, and higher deposit insurance premiums;

•

the limitation on our ability to raise capital through the use of trust preferred securities as these securities may no longer be included as Tier 1 capital going forward; and

•

the limitation on our ability to expand consumer product and service offerings due to anticipated stricter consumer protection laws and regulations.

Further, we may be required to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements under the Dodd-Frank Act. Failure to comply with the new requirements may negatively impact our results of operations and financial condition. While we cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, these changes could be materially adverse to our investors.

Section 36 of the FDI Act and Part 363 of the FDIC's regulations, as amended, require insured depository institutions with at least $500 million but less than $1 billion in total assets to file a Part 363 Annual Report with the FDIC, which includes establishing and maintaining an adequate internal control structure over financial reporting and providing an assessment by management of the institution's compliance with the designated laws and regulations pertaining to insider loans and dividend restrictions. These requirements are expected to be effective for the Company for the year ending December 31, 2011.

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Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4 – Controls and Procedures

The term “disclosure controls and procedures” is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods. Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2010, 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 September 30, 2010, including any corrective actions with regard to significant deficiencies and material weakness.

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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

Not Applicable

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

Repurchases of Equity Securities

The following table provides information on purchases of the Company’s common stock made by the Company during the three month period ended September 30, 2010.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a)		(b)		(c)		(d)
	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
7/1/2010 - 7/31/2010		0		n/a		0		0
8/1/2010 - 8/31/2010		16,757¹	$	5.50		0		0
9/1/2010 - 9/30/2010		5,840¹	$	5.50		0		0
Total		22,597¹	$	5.50		0		0

__________________

(1)

This repurchase of shares was made in order to facilitate the cashless exercise of stock options by recipients of Company options, including Judith A. Hunsicker, Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer, and M. Bernadette Holland, Director, and with respect to Ms. Hunsicker and Ms. Holland, to satisfy applicable withholding taxes resulting therefrom, in each case pursuant to stock option agreements between such recipients and the Company.

Item 3 - Defaults Upon Senior Securities

Not Applicable

Item 4 – (Removed and Reserved)

Item 5 - Other Information

Not Applicable.

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Item 6 - Exhibits

Exhibit Number	Description

3.1	Articles of Incorporation as amended (conformed) (Incorporated by reference to Exhibit 3.1 of Registrants Form 10-Q filed on May 14, 2010).
3.2	By-Laws (Incorporated by reference to Exhibit 2 of Registrant’s Form 8-A filed on December 11, 2008).
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.

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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)

	By:	/s/ David M. Lobach, Jr.
Dated: November 15, 2010		David M. Lobach, Jr.
		President and Chief Executive Officer



Dated: November 15, 2010	By:	/s/ Judith A. Hunsicker
		Judith A. Hunsicker
		Senior Executive Vice President,
		Chief Operating Officer, Secretary and
		Chief Financial Officer

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Part I Financial Information Item 1 Fi Nancial Statements Note 1 Basis Of Presentation Note 2 - Summary Of Significant Accounting Policies Note 3 Stockholders Equity Note 4 Comprehensive Income Note 5 Basic and Diluted Earnings Per Share Note 6 Guarantees Note 7 Short-term and Long-term Borrowings Note 8 Securities Available For Sale Note 8 Securities Available For Sale (continued)Note 9 Restricted Investment in Bank Stock Note 9 Restricted Investment in Bank Stock (continued)Note 10 Fair Value Measurements Note 11 New Accounting Standards Note 11 New Accounting Standards (continued)Item 2 Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3 Quantitative and Qualitative Disclosures About Market Risk Item 4 Controls and Procedures Part II - Other Information Item 1 - Legal Proceedings Item 1A - Risk Factors Item 2 - Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3 - Defaults Upon Senior Securities Item 4 (removed and Reserved)Item 5 - Other Information Item 6 - Exhibits

Exhibits

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.

EMYB 10-Q Quarter ended Sept. 30, 2010

Exhibits