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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2025
OR
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☐ |
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 001-41505
LINKBANCORP, Inc.
(Exact name of registrant as specified in its charter)
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Pennsylvania |
82-5130531 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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1250 Camp Hill Bypass, Suite 202
Camp Hill, PA 17011
(Address of principal executive offices)
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Registrant’s telephone number, including area code: (855) 569-2265
Former name, former address, and former fiscal year, if changed since last report: N/A
Securities registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share |
LNKB |
The NASDAQ Stock Market LLC |
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 such filing requirements for the past 90 days. Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer |
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Accelerated Filer |
☐ |
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Non-Accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒.
Indicate the number of shares of the Registrant’s Common Stock outstanding as of the latest practicable date: 37,449,323 shares as of August 5, 2025.
LINKBANCORP, Inc.
FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
LINKBANCORP, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
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June 30, 2025 |
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December 31, 2024 |
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(In Thousands, except share and per share data) |
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ASSETS |
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Noninterest-bearing cash equivalents |
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$ |
15,319 |
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$ |
13,834 |
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Interest-bearing deposits with other institutions |
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139,764 |
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152,266 |
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Cash and cash equivalents |
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155,083 |
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166,100 |
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Securities available for sale, at fair value |
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169,569 |
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145,590 |
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Securities held to maturity (Fair value of $26,104 and $30,284, respectively) |
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27,284 |
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31,967 |
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Less: Allowance for credit losses - securities |
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(475 |
) |
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(459 |
) |
Securities held to maturity, net |
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26,809 |
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31,508 |
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Loans receivable |
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2,356,609 |
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2,255,749 |
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Less: Allowance for credit losses - loans |
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(24,651 |
) |
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(26,435 |
) |
Net loans |
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2,331,958 |
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2,229,314 |
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Investments in restricted bank stock |
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4,821 |
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5,209 |
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Premises and equipment, net |
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15,861 |
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18,029 |
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Right-of-Use Asset – Premises |
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15,410 |
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14,913 |
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Bank-owned life insurance |
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52,943 |
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52,079 |
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Goodwill |
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58,806 |
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58,806 |
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Other intangible assets, net |
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17,490 |
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20,955 |
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Deferred tax asset |
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16,474 |
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18,866 |
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Assets held for sale |
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— |
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94,146 |
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Accrued interest receivable and other assets |
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21,330 |
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23,263 |
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TOTAL ASSETS |
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$ |
2,886,554 |
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$ |
2,878,778 |
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LIABILITIES |
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Deposits: |
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Demand, noninterest bearing |
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$ |
646,654 |
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$ |
658,646 |
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Interest bearing |
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1,809,755 |
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1,701,936 |
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Total deposits |
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2,456,409 |
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2,360,582 |
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Long-term borrowings |
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40,000 |
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40,000 |
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Short-term borrowings |
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— |
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10,000 |
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Note payable |
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— |
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565 |
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Subordinated debt |
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62,279 |
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61,984 |
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Lease liabilities |
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15,740 |
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15,666 |
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Allowance for credit losses - unfunded commitments |
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2,057 |
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1,857 |
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Liabilities held for sale |
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— |
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93,777 |
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Accrued interest payable and other liabilities |
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12,071 |
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14,126 |
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TOTAL LIABILITIES |
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2,588,556 |
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2,598,557 |
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COMMITMENTS AND CONTINGENT LIABILITIES (Note 11) |
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SHAREHOLDERS’ EQUITY |
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Preferred stock (At June 30, 2025 and December 31, 2024: no par value; 5,000,000 shares authorized; no shares issued and outstanding.) |
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— |
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— |
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Common stock (At June 30, 2025 and December 31, 2024: $0.01 par value; 50,000,000 shares authorized; 37,441,879 and 37,370,917 shares issued and outstanding, respectively.) |
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370 |
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370 |
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Surplus |
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265,293 |
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264,449 |
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Retained earnings |
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37,107 |
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19,947 |
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Accumulated other comprehensive loss |
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(4,772 |
) |
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(4,545 |
) |
TOTAL SHAREHOLDERS' EQUITY |
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297,998 |
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280,221 |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
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$ |
2,886,554 |
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$ |
2,878,778 |
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See accompanying notes to the unaudited consolidated financial statements.
LINKBANCORP, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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(In Thousands, except share and per share data) |
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INTEREST AND DIVIDEND INCOME |
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Loans receivable, including fees |
|
$ |
36,032 |
|
|
$ |
36,112 |
|
|
$ |
73,073 |
|
|
$ |
72,237 |
|
Investment securities and certificates of deposit: |
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
1,819 |
|
|
|
1,592 |
|
|
|
3,568 |
|
|
|
2,983 |
|
Exempt from federal income tax |
|
|
378 |
|
|
|
350 |
|
|
|
758 |
|
|
|
711 |
|
Other |
|
|
1,097 |
|
|
|
1,395 |
|
|
|
2,069 |
|
|
|
2,293 |
|
Total interest and dividend income |
|
|
39,326 |
|
|
|
39,449 |
|
|
|
79,468 |
|
|
|
78,224 |
|
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
12,467 |
|
|
|
13,071 |
|
|
|
24,824 |
|
|
|
24,918 |
|
Other borrowings |
|
|
931 |
|
|
|
932 |
|
|
|
1,917 |
|
|
|
2,018 |
|
Subordinated debt |
|
|
979 |
|
|
|
962 |
|
|
|
1,947 |
|
|
|
1,920 |
|
Total interest expense |
|
|
14,377 |
|
|
|
14,965 |
|
|
|
28,688 |
|
|
|
28,856 |
|
NET INTEREST INCOME BEFORE PROVISION FOR CREDIT LOSSES |
|
|
24,949 |
|
|
|
24,484 |
|
|
|
50,780 |
|
|
|
49,368 |
|
Provision for credit losses |
|
|
344 |
|
|
|
— |
|
|
|
572 |
|
|
|
40 |
|
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES |
|
|
24,605 |
|
|
|
24,484 |
|
|
|
50,208 |
|
|
|
49,328 |
|
NONINTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
|
1,056 |
|
|
|
865 |
|
|
|
2,117 |
|
|
|
1,645 |
|
Bank-owned life insurance |
|
|
436 |
|
|
|
386 |
|
|
|
864 |
|
|
|
769 |
|
Net realized gains (losses) on the sales of debt securities |
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
4 |
|
Gain on sale of loans |
|
|
128 |
|
|
|
12 |
|
|
|
205 |
|
|
|
62 |
|
Gain on sale of branches |
|
|
— |
|
|
|
— |
|
|
|
11,093 |
|
|
|
— |
|
Other |
|
|
1,313 |
|
|
|
591 |
|
|
|
1,911 |
|
|
|
1,107 |
|
Total noninterest income |
|
|
2,933 |
|
|
|
1,858 |
|
|
|
16,190 |
|
|
|
3,587 |
|
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
10,252 |
|
|
|
9,941 |
|
|
|
21,408 |
|
|
|
21,059 |
|
Occupancy |
|
|
1,308 |
|
|
|
1,559 |
|
|
|
2,772 |
|
|
|
3,137 |
|
Equipment and data processing |
|
|
2,052 |
|
|
|
1,824 |
|
|
|
4,095 |
|
|
|
3,650 |
|
Professional fees |
|
|
728 |
|
|
|
788 |
|
|
|
1,215 |
|
|
|
1,536 |
|
FDIC insurance and supervisory fees |
|
|
537 |
|
|
|
545 |
|
|
|
1,136 |
|
|
|
897 |
|
Intangible amortization |
|
|
1,083 |
|
|
|
1,204 |
|
|
|
2,167 |
|
|
|
2,411 |
|
Merger & restructuring expenses |
|
|
16 |
|
|
|
631 |
|
|
|
57 |
|
|
|
687 |
|
Advertising |
|
|
176 |
|
|
|
241 |
|
|
|
320 |
|
|
|
475 |
|
Other |
|
|
1,913 |
|
|
|
2,167 |
|
|
|
4,553 |
|
|
|
4,298 |
|
Total noninterest expense |
|
|
18,065 |
|
|
|
18,900 |
|
|
|
37,723 |
|
|
|
38,150 |
|
Income before income tax expense |
|
|
9,473 |
|
|
|
7,442 |
|
|
|
28,675 |
|
|
|
14,765 |
|
Income tax expense |
|
|
2,086 |
|
|
|
1,638 |
|
|
|
5,945 |
|
|
|
3,235 |
|
NET INCOME |
|
$ |
7,387 |
|
|
$ |
5,804 |
|
|
$ |
22,730 |
|
|
$ |
11,530 |
|
EARNINGS PER SHARE, BASIC |
|
$ |
0.20 |
|
|
$ |
0.16 |
|
|
$ |
0.61 |
|
|
$ |
0.31 |
|
EARNINGS PER SHARE, DILUTED |
|
$ |
0.20 |
|
|
$ |
0.16 |
|
|
$ |
0.61 |
|
|
$ |
0.31 |
|
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, |
|
|
|
|
|
|
|
|
|
|
|
|
BASIC |
|
|
37,136,851 |
|
|
|
36,970,768 |
|
|
|
37,122,883 |
|
|
|
36,966,371 |
|
DILUTED |
|
|
37,244,008 |
|
|
|
37,040,748 |
|
|
|
37,231,839 |
|
|
|
37,042,896 |
|
See accompanying notes to the unaudited consolidated financial statements.
LINKBANCORP, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
(In Thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
7,387 |
|
|
$ |
5,804 |
|
|
$ |
22,730 |
|
|
$ |
11,530 |
|
Components of other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on available-for-sale securities |
|
|
(836 |
) |
|
|
(361 |
) |
|
|
1,224 |
|
|
|
(1,972 |
) |
Tax effect |
|
|
176 |
|
|
|
76 |
|
|
|
(257 |
) |
|
|
414 |
|
Net of tax amount |
|
|
(660 |
) |
|
|
(285 |
) |
|
|
967 |
|
|
|
(1,558 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized (loss) gain on cash flow hedges |
|
|
(346 |
) |
|
|
551 |
|
|
|
(1,114 |
) |
|
|
2,272 |
|
Adjustment for amounts reclassified into net income |
|
|
(198 |
) |
|
|
(387 |
) |
|
|
(396 |
) |
|
|
(773 |
) |
Tax effect |
|
|
114 |
|
|
|
(34 |
) |
|
|
316 |
|
|
|
(314 |
) |
Net of tax amount |
|
|
(430 |
) |
|
|
130 |
|
|
|
(1,194 |
) |
|
|
1,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive loss |
|
|
(1,090 |
) |
|
|
(155 |
) |
|
|
(227 |
) |
|
|
(373 |
) |
Total comprehensive income |
|
$ |
6,297 |
|
|
$ |
5,649 |
|
|
$ |
22,503 |
|
|
$ |
11,157 |
|
See accompanying notes to the unaudited consolidated financial statements.
LINKBANCORP, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands, except share data) |
|
Common Stock Shares |
|
|
Common Stock Amount |
|
|
Surplus |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Loss |
|
|
Total |
|
Balance, March 31, 2025 |
|
|
37,377,342 |
|
|
$ |
370 |
|
|
$ |
264,871 |
|
|
$ |
32,507 |
|
|
$ |
(3,682 |
) |
|
$ |
294,066 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,387 |
|
|
|
— |
|
|
|
7,387 |
|
Dividends declared ($0.075 per share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,787 |
) |
|
|
— |
|
|
|
(2,787 |
) |
Employee stock purchase plan |
|
|
8,592 |
|
|
|
— |
|
|
|
55 |
|
|
|
— |
|
|
|
— |
|
|
|
55 |
|
Issuance of common stock including proceeds from exercise of common stock compensation plans (1) |
|
|
55,945 |
|
|
|
— |
|
|
|
73 |
|
|
|
— |
|
|
|
— |
|
|
|
73 |
|
Stock compensation amortization |
|
|
— |
|
|
|
— |
|
|
|
294 |
|
|
|
— |
|
|
|
— |
|
|
|
294 |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,090 |
) |
|
|
(1,090 |
) |
Balance, June 30, 2025 |
|
|
37,441,879 |
|
|
$ |
370 |
|
|
$ |
265,293 |
|
|
$ |
37,107 |
|
|
$ |
(4,772 |
) |
|
$ |
297,998 |
|
(1)Issuance of common stock includes 10,227 stock options and 45,718 restricted stock units which is net of shares held for tax purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands, except share data) |
|
Common Stock Shares |
|
|
Common Stock Amount |
|
|
Surplus |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Loss |
|
|
Total |
|
Balance, March 31, 2024 |
|
|
37,348,151 |
|
|
$ |
369 |
|
|
$ |
263,577 |
|
|
$ |
7,724 |
|
|
$ |
(3,427 |
) |
|
$ |
268,243 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,804 |
|
|
|
— |
|
|
|
5,804 |
|
Dividends declared ($0.075 per share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,702 |
) |
|
|
— |
|
|
|
(2,702 |
) |
Employee stock purchase plan |
|
|
8,127 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Stock option expense |
|
|
— |
|
|
|
— |
|
|
|
218 |
|
|
|
— |
|
|
|
— |
|
|
|
218 |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(155 |
) |
|
|
(155 |
) |
Balance, June 30, 2024 |
|
|
37,356,278 |
|
|
$ |
370 |
|
|
$ |
263,795 |
|
|
$ |
10,826 |
|
|
$ |
(3,582 |
) |
|
$ |
271,409 |
|
LINKBANCORP, Inc. and Subsidiaries
Consolidated Statements of Shareholders’ Equity (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands, except share data) |
|
Common Stock Shares |
|
|
Common Stock Amount |
|
|
Surplus |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Loss |
|
|
Total Shareholders' Equity |
|
Balance, December 31, 2024 |
|
|
37,370,917 |
|
|
$ |
370 |
|
|
$ |
264,449 |
|
|
$ |
19,947 |
|
|
$ |
(4,545 |
) |
|
$ |
280,221 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
22,730 |
|
|
|
— |
|
|
|
22,730 |
|
Dividends declared ($0.15 per share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,570 |
) |
|
|
— |
|
|
|
(5,570 |
) |
Employee stock purchase plan |
|
|
15,017 |
|
|
|
— |
|
|
|
101 |
|
|
|
— |
|
|
|
— |
|
|
|
101 |
|
Issuance of common stock including proceeds from exercise of common stock compensation plans(1) |
|
|
55,945 |
|
|
|
— |
|
|
|
73 |
|
|
|
— |
|
|
|
— |
|
|
|
73 |
|
Stock compensation amortization |
|
|
— |
|
|
|
— |
|
|
|
670 |
|
|
|
— |
|
|
|
— |
|
|
|
670 |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(227 |
) |
|
|
(227 |
) |
Balance, June 30, 2025 |
|
|
37,441,879 |
|
|
$ |
370 |
|
|
$ |
265,293 |
|
|
$ |
37,107 |
|
|
$ |
(4,772 |
) |
|
$ |
297,998 |
|
(1)Issuance of common stock includes 10,227 stock options and 45,718 restricted stock units which is net of shares held for tax purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands, except share data) |
|
Common Stock Shares |
|
|
Common Stock Amount |
|
|
Surplus |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Loss |
|
|
Total Equity Attributable to Parent |
|
|
Noncontrolling interest in consolidated subsidiary |
|
|
Total Shareholders' Equity |
|
Balance, December 31, 2023 |
|
|
37,340,700 |
|
|
$ |
369 |
|
|
$ |
263,310 |
|
|
$ |
4,843 |
|
|
$ |
(3,209 |
) |
|
$ |
265,313 |
|
|
$ |
483 |
|
|
$ |
265,796 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,530 |
|
|
|
— |
|
|
|
11,530 |
|
|
|
— |
|
|
|
11,530 |
|
Dividends declared ($0.15 per share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,547 |
) |
|
|
— |
|
|
|
(5,547 |
) |
|
|
— |
|
|
|
(5,547 |
) |
Exercise of stock options |
|
|
1,777 |
|
|
|
— |
|
|
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
11 |
|
|
|
— |
|
|
|
11 |
|
Employee stock purchase plan |
|
|
13,801 |
|
|
|
1 |
|
|
|
54 |
|
|
|
— |
|
|
|
— |
|
|
|
55 |
|
|
|
— |
|
|
|
55 |
|
Stock compensation amortization |
|
|
— |
|
|
|
— |
|
|
|
420 |
|
|
|
— |
|
|
|
— |
|
|
|
420 |
|
|
|
— |
|
|
|
420 |
|
Dissolution of Minority Interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(483 |
) |
|
|
(483 |
) |
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(373 |
) |
|
|
(373 |
) |
|
|
— |
|
|
|
(373 |
) |
Balance, June 30, 2024 |
|
|
37,356,278 |
|
|
$ |
370 |
|
|
$ |
263,795 |
|
|
$ |
10,826 |
|
|
$ |
(3,582 |
) |
|
$ |
271,409 |
|
|
$ |
— |
|
|
$ |
271,409 |
|
See accompanying notes to the unaudited consolidated financial statements.
LINKBANCORP, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, |
|
(In Thousands) |
|
2025 |
|
|
2024 |
|
OPERATING ACTIVITIES |
|
|
|
Net income |
|
$ |
22,730 |
|
|
$ |
11,530 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
Gain on sale of branches |
|
|
(11,093 |
) |
|
|
— |
|
Provision for credit losses |
|
|
572 |
|
|
|
40 |
|
Depreciation |
|
|
823 |
|
|
|
1,012 |
|
Amortization of intangible assets |
|
|
2,167 |
|
|
|
2,411 |
|
Accretion of discounts, net |
|
|
(5,510 |
) |
|
|
(6,043 |
) |
Origination of loans to be sold |
|
|
(6,545 |
) |
|
|
(967 |
) |
Proceeds from loan sales |
|
|
6,750 |
|
|
|
1,029 |
|
Gain on sale of loans |
|
|
(205 |
) |
|
|
(62 |
) |
Share-based and deferred compensation |
|
|
1,112 |
|
|
|
825 |
|
Bank-owned life insurance income |
|
|
(864 |
) |
|
|
(769 |
) |
(Gain) loss on sale of debt securities, available for sale |
|
|
— |
|
|
|
(4 |
) |
Change in accrued interest receivable and other assets |
|
|
(1,166 |
) |
|
|
723 |
|
Change in accrued interest payable and other liabilities |
|
|
548 |
|
|
|
(4,017 |
) |
Other, net |
|
|
(477 |
) |
|
|
(87 |
) |
Net cash provided by operating activities |
|
|
8,842 |
|
|
|
5,621 |
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
Investment securities available for sale: |
|
|
|
|
|
|
Proceeds from sales |
|
|
— |
|
|
|
1,691 |
|
Proceeds from calls and maturities |
|
|
430 |
|
|
|
1,295 |
|
Proceeds from principal repayments |
|
|
8,935 |
|
|
|
5,548 |
|
Purchases |
|
|
(31,873 |
) |
|
|
(34,916 |
) |
Investment securities held to maturity: |
|
|
|
|
|
|
Proceeds from principal repayments |
|
|
4,703 |
|
|
|
915 |
|
Purchase of restricted investment in bank stocks |
|
|
(6,062 |
) |
|
|
(10,131 |
) |
Redemption of restricted investment in bank stocks |
|
|
6,450 |
|
|
|
9,168 |
|
Increase in loans, net |
|
|
(102,833 |
) |
|
|
(59,541 |
) |
Cash paid to buy-out minority interest |
|
|
— |
|
|
|
(483 |
) |
Proceeds from disposal of premises and equipment |
|
|
1,326 |
|
|
|
1,135 |
|
Purchase of premises and equipment |
|
|
(508 |
) |
|
|
(507 |
) |
Proceeds from sale of branches, net |
|
|
26,194 |
|
|
|
— |
|
Net cash used in investing activities |
|
|
(93,238 |
) |
|
|
(85,826 |
) |
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
Increase in deposits, net |
|
|
88,775 |
|
|
|
157,153 |
|
Change in short-term borrowings, net |
|
|
(10,000 |
) |
|
|
(10,000 |
) |
Proceeds from long-term borrowings |
|
|
— |
|
|
|
40,000 |
|
Issuance of shares from exercise of stock options |
|
|
73 |
|
|
|
11 |
|
Dividends paid |
|
|
(5,570 |
) |
|
|
(5,547 |
) |
Net proceeds from issuance of common stock |
|
|
101 |
|
|
|
55 |
|
Net cash provided by financing activities |
|
|
73,379 |
|
|
|
181,672 |
|
(Decrease) Increase in cash and cash equivalents |
|
|
(11,017 |
) |
|
|
101,467 |
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
|
166,100 |
|
|
|
80,190 |
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
155,083 |
|
|
$ |
181,657 |
|
See accompanying notes to the unaudited consolidated financial statements.
LINKBANCORP, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, |
|
|
|
2025 |
|
|
2024 |
|
SUPPLEMENTAL CASH FLOW DISCLOSURES |
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
Interest |
|
$ |
28,888 |
|
|
$ |
28,636 |
|
Income taxes |
|
$ |
— |
|
|
$ |
— |
|
Reclassification of New Jersey branch loans from portfolio loans to assets held-for-sale, net |
|
$ |
— |
|
|
$ |
(2,863 |
) |
Reclassification of New Jersey branch assets to assets held-for-sale, net |
|
$ |
— |
|
|
$ |
114 |
|
Reclassification of New Jersey branch deposits to liabilities held-for-sale, net |
|
$ |
— |
|
|
$ |
(2,861 |
) |
Reclassification of New Jersey branch liabilities to liabilities held-for-sale, net |
|
$ |
— |
|
|
$ |
(76 |
) |
See accompanying notes to the unaudited consolidated financial statements.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting and reporting policies applied in the presentation of the accompanying unaudited consolidated financial statements follows:
Nature of Operations
LINKBANCORP, Inc. (the “Company” or "LINKBANCORP") was incorporated on April 6, 2018, under the laws of the Commonwealth of Pennsylvania. The Company was formed with the intent of becoming a bank holding company through acquisition of a bank.
On September 17, 2018, the Pennsylvania Department of Banking and Securities (the "PADOBS") approved the acquisition of 100 percent of the shares of Stonebridge Bank. On October 5, 2018, LINKBANCORP purchased 100 percent of the outstanding shares of Stonebridge Bank, from its former parent company Stonebridge Financial Corp. under section 363 of the Bankruptcy Code. LINKBANCORP subsequently renamed the bank LINKBANK.
On December 10, 2020, the Company and its wholly owned subsidiary, LINKBANK, and GNB Financial Services, Inc. (“GNBF”), and its wholly owned subsidiary, The Gratz Bank (the "Bank”) entered into an Agreement and Plan of Merger pursuant to which GNBF merged with and into the Company, with the Company as the surviving corporation. LINKBANK merged with and into The Gratz Bank, with The Gratz Bank as the surviving institution (collectively, the "Gratz Merger"). The Gratz Merger was consummated effective September 18, 2021. In markets other than the pre-merger Gratz Bank areas, the Bank operated as "LINKBANK, a division of The Gratz Bank." Effective November 4, 2022, the Bank legally changed its name and began to operate under one brand under the name LINKBANK.
On November 30, 2023, the Company completed its merger with Partners Bancorp ("Partners"), and its wholly owned subsidiaries, The Bank of Delmarva and Virginia Partners Bank, pursuant to which Partners merged with and into the Company with the Company as the surviving corporation (the "Partners Merger"). The Bank of Delmarva and Virginia Partners Bank merged with and into LINKBANK with LINKBANK as the surviving bank. In connection with the announcement of the Partners Merger in the first quarter of 2023, LINKBANCORP completed a private placement of $10.0 million with certain directors of LINKBANCORP as well as other accredited investors.
The Bank is a full-service commercial bank providing personal and business lending and deposit services. The Bank’s operations are conducted from its eight solutions centers located in Dauphin, Chester, Cumberland, Lancaster, Northumberland, and Schuylkill Counties, and loan production offices located in Chester and York Counties, in Pennsylvania, eight solutions centers in Wicomico, Charles, Anne Arundel, and Worcester counties in Maryland, four solutions centers and a loan production office in Sussex county in Delaware, three solutions centers in Spotsylvania and Fairfax counties in Virginia, and one solutions center in the city of Fredericksburg, Virginia. The Company’s corporate office resides in Camp Hill, Pennsylvania. As a state chartered, non-Federal Reserve member bank, the Bank is subject to regulation and supervision by the PADOBS and the Federal Deposit Insurance Corporation (the "FDIC"). The Company is regulated by the Federal Reserve Bank of Philadelphia. The Bank’s deposits are insured up to the applicable limits by the FDIC.
Initial Public Offering
In September 2022, the Company completed its initial public offering whereby it issued and sold 5,101,205 shares of common stock at a public offering price of $7.50 per share. The Company received net proceeds of $34,659 after deducting underwriting discounts and commissions of $2,487 and other offering expenses of $1,114. The Company's common stock trades on the Nasdaq Capital Market under the symbol "LNKB."
Sale of New Jersey Solutions Centers
On March 31, 2025, the Bank completed the sale of the New Jersey operations of the Bank pursuant to a purchase and assumption agreement (the "Agreement") with American Heritage Federal Credit Union (“AHFCU”) pursuant to which AHFCU purchased certain assets and assumed certain liabilities (the "Transaction" or "New Jersey Branch Sale"), including all three branch locations (including two branch leases).
Under the Agreement, AHFCU acquired $105.0 million in loans, $2.1 million in fixed assets, and $87.1 million in deposits. The total deposit premium paid by AHFCU was 7% or $6.2 million. With respect to acquired loans, AHFCU paid an amount equal to the principal balances plus any accrued but unpaid interest and late charges on the loans measured as of the closing date. Unamortized loan discounts of $6.7 million were taken into income which was included within the gain on sale of New Jersey solutions centers.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
Core deposit intangibles of $1.3 million were written off, included within the gain on sale of New Jersey solutions centers. AHFCU paid book value for fixed assets, real estate, and other assets located at the owned branches. The Transaction resulted in an after-tax gain, net of transaction costs, of approximately $8.7 million.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting practices of the Company conform to accounting principles generally accepted in the United States of America (GAAP) and to general practices within the banking industry. In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in the unaudited condensed consolidated financial statements.
The Company has evaluated events and transactions occurring subsequent to the consolidated balance sheet date of June 30, 2025 for items that should potentially be recognized or disclosed in these unaudited condensed consolidated financial statements. The evaluation was conducted through the date these unaudited condensed consolidated financial statements were issued.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the allowance for credit losses, accounting for business combinations, and the valuation of deferred tax assets.
Interim Financial Information
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Reclassification of Prior Period Financial Statements
Certain previously reported items have been reclassified to conform to the current year's classifications. Reclassifications had no effect on prior year net income or shareholders' equity.
Recently Adopted Accounting Standards
In 2024, the Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard update requires additional interim and annual disclosures about a reportable segment's expenses, even for companies with only one reportable segment. The adoption of this standard did not have a material effect on the Company's operating results or financial condition. Refer to Note 13 for the Company's segment disclosures.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard update requires additional interim and annual disclosures about a company's income taxes, including more detailed information around the annual rate reconciliation and income taxes paid. For public business entities, this Update is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the guidance; however, the adoption of this standard is not expected to have a material effect on the Company's operating results or financial condition.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).This ASU requires disclosure in the notes to financial statements of specified information about certain costs and expenses.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
Specific disclosures are required for (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas producing activities. The amendments in this Update do not change or remove current expense disclosure requirements. However, the amendments affect where this information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. The amendments in ASU 2024-03 apply only to public business entities and are effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the guidance, however, the adoption of this standard is not expected to have a material effect on the Company's operating results or financial condition.
In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU. The Company is currently evaluating the guidance, however, the adoption of this standard is not expected to have a material effect on the Company's operating results or financial condition.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The amortized cost, gross unrealized gains and losses, and fair value of investment securities available for sale are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
(In Thousands) |
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Allowance for Credit Losses |
|
|
Fair Value |
|
Available for Sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Government Agency securities |
|
$ |
13,177 |
|
|
$ |
186 |
|
|
$ |
(18 |
) |
|
$ |
— |
|
|
$ |
13,345 |
|
Obligations of state and political subdivisions |
|
|
50,758 |
|
|
|
16 |
|
|
|
(4,455 |
) |
|
|
— |
|
|
|
46,319 |
|
Mortgage-backed securities in government-sponsored entities |
|
|
111,564 |
|
|
|
544 |
|
|
|
(2,554 |
) |
|
|
— |
|
|
|
109,554 |
|
Other securities |
|
|
358 |
|
|
|
— |
|
|
|
(7 |
) |
|
|
— |
|
|
|
351 |
|
|
|
$ |
175,857 |
|
|
$ |
746 |
|
|
$ |
(7,034 |
) |
|
$ |
— |
|
|
$ |
169,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Fair Value |
|
|
Allowance for Credit Losses |
|
Held to Maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debentures |
|
$ |
12,250 |
|
|
$ |
— |
|
|
$ |
(728 |
) |
|
$ |
11,522 |
|
|
$ |
(475 |
) |
Structured mortgage-backed securities |
|
|
15,034 |
|
|
|
6 |
|
|
|
(458 |
) |
|
|
14,582 |
|
|
|
— |
|
|
|
$ |
27,284 |
|
|
$ |
6 |
|
|
$ |
(1,186 |
) |
|
$ |
26,104 |
|
|
$ |
(475 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
(In Thousands) |
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Allowance for Credit Losses |
|
|
Fair Value |
|
Available for Sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Government Agency securities |
|
$ |
13,017 |
|
|
$ |
96 |
|
|
$ |
(40 |
) |
|
$ |
— |
|
|
$ |
13,073 |
|
Obligations of state and political subdivisions |
|
|
51,254 |
|
|
|
10 |
|
|
|
(4,063 |
) |
|
|
— |
|
|
|
47,201 |
|
Mortgage-backed securities in government-sponsored entities |
|
|
88,289 |
|
|
|
61 |
|
|
|
(3,567 |
) |
|
|
— |
|
|
|
84,783 |
|
Other securities |
|
|
542 |
|
|
|
— |
|
|
|
(9 |
) |
|
|
— |
|
|
|
533 |
|
|
|
$ |
153,102 |
|
|
$ |
167 |
|
|
$ |
(7,679 |
) |
|
$ |
— |
|
|
$ |
145,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Fair Value |
|
|
Allowance for Credit Losses |
|
Held to Maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debentures |
|
$ |
15,250 |
|
|
$ |
— |
|
|
$ |
(984 |
) |
|
$ |
14,266 |
|
|
$ |
(459 |
) |
Structured mortgage-backed securities |
|
|
16,717 |
|
|
|
6 |
|
|
|
(705 |
) |
|
|
16,018 |
|
|
|
— |
|
|
|
$ |
31,967 |
|
|
$ |
6 |
|
|
$ |
(1,689 |
) |
|
$ |
30,284 |
|
|
$ |
(459 |
) |
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The following tables summarize the Company's debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by security type and length of time in a continuous unrealized loss position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
|
|
Less Than Twelve Months |
|
|
Twelve Months or Greater |
|
|
Total |
|
(In Thousands) |
|
Fair Value |
|
|
Gross Unrealized Loss |
|
|
Fair Value |
|
|
Gross Unrealized Loss |
|
|
Fair Value |
|
|
Gross Unrealized Loss |
|
Available for Sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Government Agency Securities |
|
$ |
3,982 |
|
|
$ |
(18 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,982 |
|
|
$ |
(18 |
) |
Obligations of state and political subdivisions |
|
|
10,961 |
|
|
|
(309 |
) |
|
|
33,554 |
|
|
|
(4,146 |
) |
|
|
44,515 |
|
|
|
(4,455 |
) |
Mortgage-backed securities in government-sponsored entities |
|
|
31,384 |
|
|
|
(375 |
) |
|
|
31,339 |
|
|
|
(2,179 |
) |
|
|
62,723 |
|
|
|
(2,554 |
) |
Other securities |
|
|
— |
|
|
|
— |
|
|
|
351 |
|
|
|
(7 |
) |
|
|
351 |
|
|
|
(7 |
) |
|
|
$ |
46,327 |
|
|
$ |
(702 |
) |
|
$ |
65,244 |
|
|
$ |
(6,332 |
) |
|
$ |
111,571 |
|
|
$ |
(7,034 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
|
|
Less Than Twelve Months |
|
|
Twelve Months or Greater |
|
|
Total |
|
(In Thousands) |
|
Fair Value |
|
|
Gross Unrealized Loss |
|
|
Fair Value |
|
|
Gross Unrealized Loss |
|
|
Fair Value |
|
|
Gross Unrealized Loss |
|
Available for Sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Government Agency Securities |
|
$ |
3,960 |
|
|
$ |
(40 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,960 |
|
|
$ |
(40 |
) |
Obligations of state and political subdivisions |
|
|
11,433 |
|
|
|
(273 |
) |
|
|
34,345 |
|
|
|
(3,790 |
) |
|
|
45,778 |
|
|
|
(4,063 |
) |
Mortgage-backed securities in government-sponsored entities |
|
|
45,629 |
|
|
|
(902 |
) |
|
|
29,877 |
|
|
|
(2,665 |
) |
|
|
75,506 |
|
|
|
(3,567 |
) |
Other securities |
|
|
— |
|
|
|
— |
|
|
|
407 |
|
|
|
(9 |
) |
|
|
407 |
|
|
|
(9 |
) |
|
|
$ |
61,022 |
|
|
$ |
(1,215 |
) |
|
$ |
64,629 |
|
|
$ |
(6,464 |
) |
|
$ |
125,651 |
|
|
$ |
(7,679 |
) |
No allowance for credit losses on available for sale debt securities was needed at June 30, 2025 or December 31, 2024. The Company reviews its position quarterly and believes that as of June 30, 2025 and December 31, 2024, the declines outlined in the above tables represent temporary declines, and the Company does not intend to sell, and does not believe it will be required to sell, these debt securities before recovery of their cost basis, which may be at maturity. There were 204 and 210 available for sale debt securities with unrealized losses at June 30, 2025 and December 31, 2024, respectively. The Company has concluded that the unrealized losses disclosed above are the result of interest rate changes and market conditions that are not expected to result in the non-collection of principal and interest during the year.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
Accrued interest receivable on available for sale debt securities totaled $915 at June 30, 2025 and is excluded from the estimate of credit losses.
There were nine and ten held to maturity debt securities with unrealized losses at June 30, 2025 and December 31, 2024, respectively.
The Company monitors the credit quality of corporate debentures held to maturity through the use of credit ratings, where available, and financial analysis, including capital monitoring and financial performance analysis. The Company monitors these securities on a quarterly basis.
The following tables present the activity in the allowance for credit losses for corporate debentures held to maturity for the three and six months ended June 30, 2025 and 2024.
|
|
|
|
|
|
|
For the Three Months Ended June 30, |
|
(in Thousands) |
|
2025 |
|
Balance, March 31, 2025 |
|
$ |
421 |
|
Changes in the allowance for credit losses |
|
|
54 |
|
Balance June 30, 2025 |
|
$ |
475 |
|
|
|
|
|
|
|
For the Three Months Ended June 30, |
|
(in Thousands) |
|
2024 |
|
Balance, March 31, 2024 |
|
$ |
507 |
|
Changes in the allowance for credit losses |
|
|
(5 |
) |
Balance June 30, 2024 |
|
$ |
502 |
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, |
|
(in Thousands) |
|
2025 |
|
Balance, December 31, 2024 |
|
$ |
459 |
|
Changes in the allowance for credit losses |
|
|
16 |
|
Balance, June 30, 2025 |
|
$ |
475 |
|
|
|
|
|
|
|
For the Six Months Ended June 30, |
|
(in Thousands) |
|
2024 |
|
Balance, December 31, 2023 |
|
$ |
512 |
|
Credit to allowance for credit losses |
|
|
(10 |
) |
Balance, June 30, 2024 |
|
$ |
502 |
|
Accrued interest receivable on held-to-maturity debt securities totaled $197 at June 30, 2025 which is excluded from the estimate of credit losses.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
As of June 30, 2025, amortized cost and fair value by contractual maturity, where applicable, are shown below. Actual maturities may differ from contractual maturities because the borrower may have the right to prepay obligations with or without penalty.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale Securities |
|
|
Held to Maturity Securities |
|
(In Thousands) |
|
Amortized Cost |
|
|
Fair Value |
|
|
Amortized Cost |
|
|
Fair Value |
|
Due within one year |
|
$ |
222 |
|
|
$ |
222 |
|
|
$ |
— |
|
|
$ |
— |
|
Due after one year through five years |
|
|
16,430 |
|
|
|
16,161 |
|
|
|
3,000 |
|
|
|
2,970 |
|
Due after five years through ten years |
|
|
22,142 |
|
|
|
21,327 |
|
|
|
9,250 |
|
|
|
8,552 |
|
Due after ten years |
|
|
25,141 |
|
|
|
21,954 |
|
|
|
— |
|
|
|
— |
|
Mortgage-backed securities and Collateralized mortgage obligations |
|
|
111,564 |
|
|
|
109,554 |
|
|
|
15,034 |
|
|
|
14,582 |
|
Other securities |
|
|
358 |
|
|
|
351 |
|
|
|
— |
|
|
|
— |
|
|
|
$ |
175,857 |
|
|
$ |
169,569 |
|
|
$ |
27,284 |
|
|
$ |
26,104 |
|
The following tables summarize sales of debt securities for the three and six months ended June 30, 2024. There were no sales of debt securities for the three and six months ended June 30, 2025.
|
|
|
|
|
|
|
For the Three Months Ended June 30, |
|
(In Thousands) |
|
2024 |
|
Proceeds |
|
$ |
1,691 |
|
Gross gains |
|
|
4 |
|
Gross losses |
|
|
— |
|
Net gains (losses) |
|
$ |
4 |
|
|
|
|
|
|
|
For the Six Months Ended June 30, |
|
(In Thousands) |
|
2024 |
|
Proceeds |
|
$ |
1,691 |
|
Gross gains |
|
|
4 |
|
Gross losses |
|
|
— |
|
Net gains (losses) |
|
$ |
4 |
|
The tax provision related to these realized gains and losses was approximately $1 as of three and six months ended June 30, 2024.
The Company had pledged debt securities with a carrying value of $55,435 and $57,852 to secure public deposits and certain borrowing capacity as of June 30, 2025 and December 31, 2024, respectively.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The portfolio segments and classes of loans are as follows:
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
Agriculture and farmland loans |
|
$ |
61,996 |
|
|
$ |
67,741 |
|
Construction loans |
|
|
140,976 |
|
|
|
152,619 |
|
Commercial & industrial loans |
|
|
259,877 |
|
|
|
245,833 |
|
Commercial real estate loans |
|
|
|
|
|
|
Multifamily |
|
|
231,469 |
|
|
|
211,778 |
|
Owner occupied |
|
|
502,515 |
|
|
|
477,742 |
|
Non-owner occupied |
|
|
681,521 |
|
|
|
628,237 |
|
Residential real estate loans |
|
|
|
|
|
|
First liens |
|
|
375,879 |
|
|
|
373,469 |
|
Second liens and lines of credit |
|
|
81,194 |
|
|
|
76,713 |
|
Consumer and other loans |
|
|
17,525 |
|
|
|
17,086 |
|
Municipal loans |
|
|
2,917 |
|
|
|
3,886 |
|
|
|
|
2,355,869 |
|
|
|
2,255,104 |
|
Deferred costs |
|
|
740 |
|
|
|
645 |
|
Allowance for credit losses |
|
|
(24,651 |
) |
|
|
(26,435 |
) |
Total |
|
$ |
2,331,958 |
|
|
$ |
2,229,314 |
|
The above table does not include loans that were held for sale at December 31, 2024 related to the New Jersey Branch Sale.
The Company originates commercial, residential, and consumer loans within its primary market areas of southcentral and southeastern Pennsylvania, northern Virginia, eastern Maryland, and Delaware. A significant portion of the loan portfolio is secured by real estate.
At June 30, 2025 and December 31, 2024 the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process was $231 and $585, respectively.
4.
ALLOWANCE FOR CREDIT LOSSES
The segments of the Company’s loan portfolio are disaggregated to a level that allows management to monitor risk and performance. The loan segments used are consistent with the internal reports evaluated by the Company’s management and Board of Directors to monitor risk and performance within various segments of its loan portfolio and, therefore, no further disaggregation is considered necessary. The Company’s loan portfolio consists primarily of real estate loans on commercial and residential property. The portfolio also includes agricultural loans, commercial loans, municipal loans, and consumer loans.
The Company’s primary lending activity is the origination of commercial loans extended to small and mid-sized commercial and industrial entities.
Commercial loans are primarily underwritten on the basis of the borrowers’ ability to service such debt from income. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. As a general practice, the Company takes as collateral a security interest in any equipment, or other chattel, although loans may also be made on an unsecured basis. Collateralized working capital loans typically are secured by short-term assets whereas long-term loans are primarily secured by long-term assets.
Construction and Land loans are to finance the construction of owner-occupied and income producing properties. These loans are categorized within commercial or one-to-four family residential loans based upon the underlying collateral and intended use following the completion of the construction period. Real estate development and construction loans are approved based on an analysis of the borrower and guarantor, the viability of the project and on an acceptable percentage of the appraised value of the property securing the loan. Construction loan funds are disbursed periodically based on the percentage of construction or development completed. The Company carefully monitors these loans with on-site inspections and requires the receipt of lien waivers on funds advanced.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The Company considers the market conditions and feasibility of proposed projects, the financial condition and reputation of the borrower and guarantors, the amount of the borrower’s equity in the project, independent appraisals, cost estimates and pre-construction sale information. The Company also makes loans on occasion for the purchase of land for future development by the borrower. Land loans are extended for the future development for either commercial or residential use by the borrower. The Company carefully analyzes the intended use of the property and the viability thereof.
The Company’s commercial real estate loans consist of mortgage loans secured by nonresidential real estate, such as by apartment buildings, small office buildings, and owner-occupied properties. Commercial real estate loans are secured by the subject property and are underwritten based on loan to value limits, cash flow coverage and general creditworthiness of the obligors. These loans tend to involve larger loan balances and their repayment is typically dependent upon the successful operation and management of the underlying real estate.
Residential real estate loans are underwritten based on the borrower’s repayment capacity and source, value of the underlying property, credit history and stability. These loans are secured by a first or second mortgage on the borrower’s principal residence or their second/vacation home (excluding investment/rental property).
In addition to the main types of loans discussed above, the Company also originates agricultural loans, consumer loans, and municipal loans. The agricultural loan portfolio consists of loans to local farmers and agricultural businesses that are generally secured by farmland and equipment. The consumer loan portfolio consists of lending in the form of home equity loans secured by financed property and personal consumer loans, which may be secured or unsecured. The municipal loan portfolio consists of loans to qualified local municipalities, which are generally supported by the taxing authority of the borrowing municipality, and is frequently secured by collateral.
Management systematically monitors the loan portfolio and the appropriateness of the allowance for credit losses on a quarterly basis to provide for expected losses inherent in the portfolio. For segments determined by discounted cash flow analysis, the Company's estimate of future economic conditions utilized in its estimate is primarily dependent on the Federal Open Market Committee's forecasts related to Real Gross Domestic Product and Unemployment rate. For segments determined by the remaining life method, an average loss rate is generally calculated based on peer losses and applied to the future outstanding loan balances at quarter end.
Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to non-classified loans. The following qualitative factors are analyzed for each portfolio segment:
•
Levels of and trends in delinquencies
•
Trends in volume and terms
•
Changes in management and lending staff
•
Concentrations of credit
•
Changes in lending policies
•
Changes in underwriting process
•
Trends in credit quality ratings
These qualitative factors are reviewed each quarter and adjusted based upon relevant changes within the portfolio.
The total allowance reflects management’s estimate of credit losses inherent in the loan portfolio at the Consolidated Balance Sheet date. The Company considers the allowance for credit losses adequate to cover loan losses inherent in the loan portfolio at June 30, 2025 and December 31, 2024.
Accrued interest receivable on loans totaled $8,644 and $8,714 at June 30, 2025 and December 31, 2024, respectively, and was reported within accrued interest receivable and other assets on the consolidated balance sheets and is excluded from the estimate of credit losses.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The following tables summarize the activity in the allowance for credit losses by loan segment for the three and six months ended June 30, 2025 and 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
Charge-offs |
|
|
Charge-offs on PCD Acquired Loans |
|
|
Recoveries |
|
|
Provision for credit losses |
|
|
Ending balance |
|
(In Thousands) |
|
For the Three Months Ended June 30, 2025 |
|
Allowance for credit losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agriculture and farmland |
|
$ |
10 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(1 |
) |
|
$ |
9 |
|
Construction |
|
|
1,360 |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
116 |
|
|
|
1,478 |
|
Commercial & industrial |
|
|
4,403 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(161 |
) |
|
|
4,242 |
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily |
|
|
1,813 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
66 |
|
|
|
1,879 |
|
Owner occupied |
|
|
5,339 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
423 |
|
|
|
5,763 |
|
Non-owner occupied |
|
|
9,050 |
|
|
|
(35 |
) |
|
|
(2,018 |
) |
|
|
— |
|
|
|
(273 |
) |
|
|
6,724 |
|
Residential real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First liens |
|
|
3,299 |
|
|
|
(3 |
) |
|
|
— |
|
|
|
5 |
|
|
|
(74 |
) |
|
|
3,227 |
|
Second liens and lines of credit |
|
|
1,208 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(20 |
) |
|
|
1,188 |
|
Municipal |
|
|
36 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
37 |
|
Consumer |
|
|
101 |
|
|
|
(11 |
) |
|
|
— |
|
|
|
1 |
|
|
|
13 |
|
|
|
104 |
|
Total |
|
$ |
26,619 |
|
|
$ |
(49 |
) |
|
$ |
(2,018 |
) |
|
$ |
9 |
|
|
$ |
90 |
|
|
$ |
24,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
Charge-offs |
|
|
Recoveries |
|
|
Allowance for Credit Losses on PCD Acquired Loans |
|
|
Provision for credit losses |
|
|
Ending balance |
|
(In Thousands) |
|
For the Three Months Ended June 30, 2024 |
|
Allowance for credit losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agriculture and farmland |
|
$ |
12 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
12 |
|
Construction |
|
|
1,523 |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
316 |
|
|
|
1,841 |
|
Commercial & industrial |
|
|
2,962 |
|
|
|
(4 |
) |
|
|
6 |
|
|
|
— |
|
|
|
471 |
|
|
|
3,435 |
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily |
|
|
1,592 |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
320 |
|
|
|
1,914 |
|
Owner occupied |
|
|
5,738 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
143 |
|
|
|
5,881 |
|
Non-owner occupied |
|
|
6,099 |
|
|
|
— |
|
|
|
4 |
|
|
|
2,300 |
|
|
|
(377 |
) |
|
|
8,026 |
|
Residential real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First liens |
|
|
4,675 |
|
|
|
— |
|
|
|
6 |
|
|
|
— |
|
|
|
(634 |
) |
|
|
4,047 |
|
Second liens and lines of credit |
|
|
1,071 |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
(97 |
) |
|
|
977 |
|
Municipal |
|
|
68 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
64 |
|
Consumer |
|
|
102 |
|
|
|
(2 |
) |
|
|
3 |
|
|
|
— |
|
|
|
(12 |
) |
|
|
91 |
|
Total |
|
$ |
23,842 |
|
|
$ |
(6 |
) |
|
$ |
26 |
|
|
$ |
2,300 |
|
|
$ |
126 |
|
|
$ |
26,288 |
|
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
Charge-offs |
|
|
Charge-offs on PCD Acquired Loans |
|
|
Recoveries |
|
|
Provision for credit losses |
|
|
Ending balance |
|
(In Thousands) |
|
For the Six Months Ended June 30, 2025 |
|
Allowance for credit losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agriculture and farmland |
|
$ |
11 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(2 |
) |
|
$ |
9 |
|
Construction |
|
|
893 |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
582 |
|
|
|
1,478 |
|
Commercial & industrial |
|
|
4,093 |
|
|
|
(74 |
) |
|
|
— |
|
|
|
4 |
|
|
|
219 |
|
|
|
4,242 |
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily |
|
|
1,805 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
74 |
|
|
|
1,879 |
|
Owner occupied |
|
|
5,611 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
151 |
|
|
|
5,763 |
|
Non-owner occupied |
|
|
9,345 |
|
|
|
(35 |
) |
|
|
(2,018 |
) |
|
|
— |
|
|
|
(568 |
) |
|
|
6,724 |
|
Residential real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First liens |
|
|
3,395 |
|
|
|
(3 |
) |
|
|
— |
|
|
|
9 |
|
|
|
(174 |
) |
|
|
3,227 |
|
Second liens and lines of credit |
|
|
1,154 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
33 |
|
|
|
1,188 |
|
Municipal |
|
|
48 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11 |
) |
|
|
37 |
|
Consumer |
|
|
80 |
|
|
|
(29 |
) |
|
|
|
|
|
2 |
|
|
|
51 |
|
|
|
104 |
|
Total |
|
$ |
26,435 |
|
|
$ |
(141 |
) |
|
$ |
(2,018 |
) |
|
$ |
20 |
|
|
$ |
355 |
|
|
$ |
24,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
Charge-offs |
|
|
Recoveries |
|
|
Allowance for Credit Losses on PCD Acquired Loans |
|
|
Provision for credit losses |
|
|
Ending balance |
|
(In Thousands) |
|
For the Six Months Ended June 30, 2024 |
|
Allowance for credit losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agriculture and farmland |
|
$ |
12 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
12 |
|
Construction |
|
|
959 |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
880 |
|
|
|
1,841 |
|
Commercial & industrial |
|
|
2,940 |
|
|
|
(10 |
) |
|
|
8 |
|
|
|
— |
|
|
|
497 |
|
|
|
3,435 |
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily |
|
|
1,483 |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
429 |
|
|
|
1,914 |
|
Owner occupied |
|
|
6,572 |
|
|
|
(6 |
) |
|
|
1 |
|
|
|
— |
|
|
|
(686 |
) |
|
|
5,881 |
|
Non-owner occupied |
|
|
5,773 |
|
|
|
(54 |
) |
|
|
4 |
|
|
|
2,300 |
|
|
|
3 |
|
|
|
8,026 |
|
Residential real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First liens |
|
|
4,778 |
|
|
|
— |
|
|
|
13 |
|
|
|
— |
|
|
|
(744 |
) |
|
|
4,047 |
|
Second liens and lines of credit |
|
|
1,072 |
|
|
|
— |
|
|
|
10 |
|
|
|
— |
|
|
|
(105 |
) |
|
|
977 |
|
Municipal |
|
|
79 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(15 |
) |
|
|
64 |
|
Consumer |
|
|
99 |
|
|
|
(25 |
) |
|
|
5 |
|
|
|
— |
|
|
|
12 |
|
|
|
91 |
|
Total |
|
$ |
23,767 |
|
|
$ |
(95 |
) |
|
$ |
45 |
|
|
$ |
2,300 |
|
|
$ |
271 |
|
|
$ |
26,288 |
|
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The following tables present the amortized cost basis of nonaccrual loans and loans past due 90 days or greater and still accruing by segments of the loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2025 |
|
(In Thousands) |
|
Nonaccrual with No Allowance for Credit Loss |
|
|
Nonaccrual with a related Allowance for Credit Loss |
|
|
Total Nonaccrual |
|
|
Loans 90 days or greater past due still accruing |
|
Agriculture and farmland |
|
$ |
— |
|
|
$ |
362 |
|
|
$ |
362 |
|
|
$ |
20 |
|
Construction |
|
|
151 |
|
|
|
9 |
|
|
|
160 |
|
|
|
— |
|
Commercial & industrial |
|
|
1,780 |
|
|
|
4,700 |
|
|
|
6,480 |
|
|
|
300 |
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Owner occupied |
|
|
944 |
|
|
|
8,039 |
|
|
|
8,983 |
|
|
|
— |
|
Non-owner occupied |
|
|
— |
|
|
|
2,906 |
|
|
|
2,906 |
|
|
|
— |
|
Residential real estate |
|
|
|
|
|
|
|
|
|
|
|
|
First liens |
|
|
— |
|
|
|
2,149 |
|
|
|
2,149 |
|
|
|
58 |
|
Second liens and lines of credit |
|
|
— |
|
|
|
460 |
|
|
|
460 |
|
|
|
— |
|
Municipal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Consumer |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
2,875 |
|
|
$ |
18,625 |
|
|
$ |
21,500 |
|
|
$ |
378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
(In Thousands) |
|
Nonaccrual with No Allowance for Credit Loss |
|
|
Nonaccrual with a related Allowance for Credit Loss |
|
|
Total Nonaccrual |
|
|
Loans 90 days or greater past due still accruing |
|
Agriculture and farmland |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Construction |
|
|
9 |
|
|
|
— |
|
|
|
9 |
|
|
|
157 |
|
Commercial & industrial |
|
|
125 |
|
|
|
7 |
|
|
|
132 |
|
|
|
— |
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Owner occupied |
|
|
6,171 |
|
|
|
3,581 |
|
|
|
9,752 |
|
|
|
— |
|
Non-owner occupied |
|
|
398 |
|
|
|
3,931 |
|
|
|
4,329 |
|
|
|
— |
|
Residential real estate |
|
|
|
|
|
|
|
|
|
|
|
|
First liens |
|
|
1,975 |
|
|
|
— |
|
|
|
1,975 |
|
|
|
289 |
|
Second liens and lines of credit |
|
|
482 |
|
|
|
— |
|
|
|
482 |
|
|
|
— |
|
Municipal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Consumer |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48 |
|
Total |
|
$ |
9,160 |
|
|
$ |
7,519 |
|
|
$ |
16,679 |
|
|
$ |
494 |
|
The Company recognized $93 and $217 of interest income on nonaccrual loans during the three and six months ended June 30, 2025, respectively, and $88 and $111 for the three and six months ended June 30, 2024, respectively.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The following tables present, by class of loans, the carrying value of collateral dependent nonaccrual loans and type of collateral as of June 30, 2025 and December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
(In Thousands) |
|
Real Estate |
|
|
Business Assets |
|
|
Other |
|
|
Total |
|
Agriculture and farmland loans |
|
$ |
362 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
362 |
|
Construction |
|
|
160 |
|
|
|
— |
|
|
|
— |
|
|
|
160 |
|
Commercial & industrial loans |
|
|
5,840 |
|
|
|
640 |
|
|
|
— |
|
|
|
6,480 |
|
Commercial real estate loans |
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Owner occupied |
|
|
8,983 |
|
|
|
— |
|
|
|
— |
|
|
|
8,983 |
|
Non-owner occupied |
|
|
2,906 |
|
|
|
— |
|
|
|
— |
|
|
|
2,906 |
|
Residential real estate loans |
|
|
|
|
|
|
|
|
|
|
|
|
First liens |
|
|
2,149 |
|
|
|
— |
|
|
|
— |
|
|
|
2,149 |
|
Second liens and lines of credit |
|
|
460 |
|
|
|
— |
|
|
|
— |
|
|
|
460 |
|
Municipal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Consumer |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
$ |
20,860 |
|
|
$ |
640 |
|
|
$ |
— |
|
|
$ |
21,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
(In Thousands) |
|
Real Estate |
|
|
Business Assets |
|
|
Other |
|
|
Total |
|
Agriculture and farmland loans |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Construction |
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
Commercial & industrial loans |
|
|
— |
|
|
|
132 |
|
|
|
— |
|
|
|
132 |
|
Commercial real estate loans |
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Owner occupied |
|
|
9,752 |
|
|
|
— |
|
|
|
— |
|
|
|
9,752 |
|
Non-owner occupied |
|
|
4,329 |
|
|
|
— |
|
|
|
— |
|
|
|
4,329 |
|
Residential real estate loans |
|
|
|
|
|
|
|
|
|
|
|
|
First liens |
|
|
1,975 |
|
|
|
— |
|
|
|
— |
|
|
|
1,975 |
|
Second liens and lines of credit |
|
|
482 |
|
|
|
— |
|
|
|
— |
|
|
|
482 |
|
Municipal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Consumer |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
$ |
16,547 |
|
|
$ |
132 |
|
|
$ |
— |
|
|
$ |
16,679 |
|
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The following tables present an aging analysis of the recorded investment of past due loans at June 30, 2025 and December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
(In Thousands) |
|
30-59 Days Past Due |
|
|
60-89 Days Past Due |
|
|
90 Days or Greater Past Due |
|
|
Total Past Due |
|
|
Current |
|
|
Total Loans |
|
Agriculture and farmland |
|
$ |
323 |
|
|
$ |
— |
|
|
$ |
382 |
|
|
$ |
705 |
|
|
$ |
61,291 |
|
|
$ |
61,996 |
|
Construction |
|
|
— |
|
|
|
— |
|
|
|
9 |
|
|
|
9 |
|
|
|
140,967 |
|
|
|
140,976 |
|
Commercial & industrial |
|
|
394 |
|
|
|
6,065 |
|
|
|
700 |
|
|
|
7,159 |
|
|
|
252,718 |
|
|
|
259,877 |
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily |
|
|
— |
|
|
|
311 |
|
|
|
— |
|
|
|
311 |
|
|
|
231,158 |
|
|
|
231,469 |
|
Owner occupied |
|
|
875 |
|
|
|
587 |
|
|
|
8,983 |
|
|
|
10,445 |
|
|
|
492,070 |
|
|
|
502,515 |
|
Non-owner occupied |
|
|
2,629 |
|
|
|
23 |
|
|
|
277 |
|
|
|
2,929 |
|
|
|
678,592 |
|
|
|
681,521 |
|
Residential real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First liens |
|
|
2,422 |
|
|
|
684 |
|
|
|
716 |
|
|
|
3,822 |
|
|
|
372,057 |
|
|
|
375,879 |
|
Second liens and lines of credit |
|
|
192 |
|
|
|
34 |
|
|
|
301 |
|
|
|
527 |
|
|
|
80,667 |
|
|
|
81,194 |
|
Municipal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,917 |
|
|
|
2,917 |
|
Consumer |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
17,524 |
|
|
|
17,525 |
|
Total |
|
$ |
6,836 |
|
|
$ |
7,704 |
|
|
$ |
11,368 |
|
|
$ |
25,908 |
|
|
$ |
2,329,961 |
|
|
$ |
2,355,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
(In Thousands) |
|
30-59 Days Past Due |
|
|
60-89 Days Past Due |
|
|
90 Days or Greater Past Due |
|
|
Total Past Due |
|
|
Current |
|
|
Total Loans |
|
Agriculture and farmland |
|
$ |
23 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
23 |
|
|
$ |
67,718 |
|
|
$ |
67,741 |
|
Construction |
|
|
197 |
|
|
|
— |
|
|
|
166 |
|
|
|
363 |
|
|
|
152,256 |
|
|
|
152,619 |
|
Commercial & industrial |
|
|
41 |
|
|
|
— |
|
|
|
90 |
|
|
|
131 |
|
|
|
245,702 |
|
|
|
245,833 |
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily |
|
|
314 |
|
|
|
— |
|
|
|
— |
|
|
|
314 |
|
|
|
211,464 |
|
|
|
211,778 |
|
Owner occupied |
|
|
334 |
|
|
|
660 |
|
|
|
8,768 |
|
|
|
9,762 |
|
|
|
467,980 |
|
|
|
477,742 |
|
Non-owner occupied |
|
|
— |
|
|
|
— |
|
|
|
398 |
|
|
|
398 |
|
|
|
627,839 |
|
|
|
628,237 |
|
Residential real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First liens |
|
|
686 |
|
|
|
317 |
|
|
|
1,220 |
|
|
|
2,223 |
|
|
|
371,246 |
|
|
|
373,469 |
|
Second liens and lines of credit |
|
|
191 |
|
|
|
119 |
|
|
|
276 |
|
|
|
586 |
|
|
|
76,127 |
|
|
|
76,713 |
|
Municipal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,886 |
|
|
|
3,886 |
|
Consumer |
|
|
7 |
|
|
|
1 |
|
|
|
48 |
|
|
|
56 |
|
|
|
17,030 |
|
|
|
17,086 |
|
Total |
|
$ |
1,793 |
|
|
$ |
1,097 |
|
|
$ |
10,966 |
|
|
$ |
13,856 |
|
|
$ |
2,241,248 |
|
|
$ |
2,255,104 |
|
Credit Quality Information
The following tables represent credit exposures by internally assigned grades as of June 30, 2025 and December 31, 2024. The grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all.
The Company’s internally assigned grades are as follows:
Pass – loans that are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral. There are four sub-grades within the Pass category to further distinguish the loan.
Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.
Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
Doubtful – loans classified as Doubtful have all the weaknesses inherent in a Substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.
Loss – loans classified as a Loss are considered uncollectible and are immediately charged against allowances.
The following tables present the classes of the loan portfolio summarized by the internal risk rating system as of June 30, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
|
|
Term Loans Amortized Cost Basis by Origination Year |
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
Prior |
|
|
Revolving loans amortized cost basis |
|
|
Revolving loans converted to term |
|
|
Total |
|
Agriculture and farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
$ |
667 |
|
|
$ |
10,319 |
|
|
$ |
760 |
|
|
$ |
13,318 |
|
|
$ |
8,251 |
|
|
$ |
23,187 |
|
|
$ |
3,961 |
|
|
$ |
20 |
|
|
$ |
60,483 |
|
Special mention |
|
|
— |
|
|
|
— |
|
|
|
245 |
|
|
|
— |
|
|
|
— |
|
|
|
177 |
|
|
|
250 |
|
|
|
— |
|
|
|
672 |
|
Substandard or lower |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
841 |
|
|
|
— |
|
|
|
— |
|
|
|
841 |
|
Total Agriculture and farmland |
|
$ |
667 |
|
|
$ |
10,319 |
|
|
$ |
1,005 |
|
|
$ |
13,318 |
|
|
$ |
8,251 |
|
|
$ |
24,205 |
|
|
$ |
4,211 |
|
|
$ |
20 |
|
|
$ |
61,996 |
|
Agriculture and farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Construction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
14,826 |
|
|
|
40,923 |
|
|
|
35,671 |
|
|
|
17,304 |
|
|
|
17,181 |
|
|
|
6,372 |
|
|
|
8,194 |
|
|
|
— |
|
|
|
140,471 |
|
Special mention |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Substandard or lower |
|
|
— |
|
|
|
— |
|
|
|
505 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
505 |
|
Total Construction |
|
|
14,826 |
|
|
|
40,923 |
|
|
|
36,176 |
|
|
|
17,304 |
|
|
|
17,181 |
|
|
|
6,372 |
|
|
|
8,194 |
|
|
|
— |
|
|
|
140,976 |
|
Construction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Commercial & industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
24,177 |
|
|
|
40,393 |
|
|
|
20,448 |
|
|
|
15,291 |
|
|
|
16,462 |
|
|
|
12,019 |
|
|
|
113,558 |
|
|
|
4,329 |
|
|
|
246,677 |
|
Special mention |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,377 |
|
|
|
66 |
|
|
|
— |
|
|
|
1,309 |
|
|
|
— |
|
|
|
5,752 |
|
Substandard or lower |
|
|
— |
|
|
|
— |
|
|
|
15 |
|
|
|
383 |
|
|
|
— |
|
|
|
247 |
|
|
|
6,803 |
|
|
|
— |
|
|
|
7,448 |
|
Total Commercial & industrial |
|
|
24,177 |
|
|
|
40,393 |
|
|
|
20,463 |
|
|
|
20,051 |
|
|
|
16,528 |
|
|
|
12,266 |
|
|
|
121,670 |
|
|
|
4,329 |
|
|
|
259,877 |
|
Commercial & industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
74 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
74 |
|
Commercial real estate - Multifamily |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
23,034 |
|
|
|
34,083 |
|
|
|
17,900 |
|
|
|
78,381 |
|
|
|
48,650 |
|
|
|
28,983 |
|
|
|
438 |
|
|
|
— |
|
|
|
231,469 |
|
Special mention |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Substandard or lower |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total Commercial real estate - Multifamily |
|
|
23,034 |
|
|
|
34,083 |
|
|
|
17,900 |
|
|
|
78,381 |
|
|
|
48,650 |
|
|
|
28,983 |
|
|
|
438 |
|
|
|
— |
|
|
|
231,469 |
|
Commercial real estate - Multifamily |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
|
|
Term Loans Amortized Cost Basis by Origination Year |
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
Prior |
|
|
Revolving loans amortized cost basis |
|
|
Revolving loans converted to term |
|
|
Total |
|
Commercial real estate - Owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
50,627 |
|
|
|
52,919 |
|
|
|
45,359 |
|
|
|
95,756 |
|
|
|
80,810 |
|
|
|
136,859 |
|
|
|
16,185 |
|
|
|
— |
|
|
|
478,515 |
|
Special mention |
|
|
— |
|
|
|
671 |
|
|
|
3,049 |
|
|
|
359 |
|
|
|
1,934 |
|
|
|
5,275 |
|
|
|
280 |
|
|
|
— |
|
|
|
11,568 |
|
Substandard or lower |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,220 |
|
|
|
587 |
|
|
|
2,582 |
|
|
|
43 |
|
|
|
— |
|
|
|
12,432 |
|
Total Commercial real estate - Owner occupied |
|
|
50,627 |
|
|
|
53,590 |
|
|
|
48,408 |
|
|
|
105,335 |
|
|
|
83,331 |
|
|
|
144,716 |
|
|
|
16,508 |
|
|
|
— |
|
|
|
502,515 |
|
Commercial real estate - Owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Commercial real estate - Non-owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
79,961 |
|
|
|
78,479 |
|
|
|
55,176 |
|
|
|
182,377 |
|
|
|
108,413 |
|
|
|
154,634 |
|
|
|
11,205 |
|
|
|
— |
|
|
|
670,245 |
|
Special mention |
|
|
3,004 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,355 |
|
|
|
3,311 |
|
|
|
— |
|
|
|
— |
|
|
|
7,670 |
|
Substandard or lower |
|
|
— |
|
|
|
700 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,906 |
|
|
|
— |
|
|
|
— |
|
|
|
3,606 |
|
Total Commercial real estate - Non-owner occupied |
|
|
82,965 |
|
|
|
79,179 |
|
|
|
55,176 |
|
|
|
182,377 |
|
|
|
109,768 |
|
|
|
160,851 |
|
|
|
11,205 |
|
|
|
— |
|
|
|
681,521 |
|
Commercial real estate - Non-owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,018 |
|
|
|
35 |
|
|
|
— |
|
|
|
— |
|
|
|
2,053 |
|
Municipal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
— |
|
|
|
63 |
|
|
|
306 |
|
|
|
— |
|
|
|
315 |
|
|
|
2,147 |
|
|
|
86 |
|
|
|
— |
|
|
|
2,917 |
|
Special mention |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Substandard or lower |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total Municipal |
|
|
— |
|
|
|
63 |
|
|
|
306 |
|
|
|
— |
|
|
|
315 |
|
|
|
2,147 |
|
|
|
86 |
|
|
|
— |
|
|
|
2,917 |
|
Municipal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
$ |
193,292 |
|
|
$ |
257,179 |
|
|
$ |
175,620 |
|
|
$ |
402,427 |
|
|
$ |
280,082 |
|
|
$ |
364,201 |
|
|
$ |
153,627 |
|
|
$ |
4,349 |
|
|
$ |
1,830,777 |
|
Special mention |
|
|
3,004 |
|
|
|
671 |
|
|
|
3,294 |
|
|
|
4,736 |
|
|
|
3,355 |
|
|
|
8,763 |
|
|
|
1,839 |
|
|
|
— |
|
|
|
25,662 |
|
Substandard or lower |
|
|
— |
|
|
|
700 |
|
|
|
520 |
|
|
|
9,603 |
|
|
|
587 |
|
|
|
6,576 |
|
|
|
6,846 |
|
|
|
— |
|
|
|
24,832 |
|
Total |
|
$ |
196,296 |
|
|
$ |
258,550 |
|
|
$ |
179,434 |
|
|
$ |
416,766 |
|
|
$ |
284,024 |
|
|
$ |
379,540 |
|
|
$ |
162,312 |
|
|
$ |
4,349 |
|
|
$ |
1,881,271 |
|
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The following tables present the classes of the loan portfolio summarized by the internal risk rating system as of December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
|
|
Term Loans Amortized Cost Basis by Origination Year |
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
Prior |
|
|
Revolving loans amortized cost basis |
|
|
Revolving loans converted to term |
|
|
Total |
|
Agriculture and farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
$ |
11,357 |
|
|
$ |
1,040 |
|
|
$ |
13,682 |
|
|
$ |
8,761 |
|
|
$ |
4,780 |
|
|
$ |
21,105 |
|
|
$ |
5,320 |
|
|
$ |
— |
|
|
$ |
66,045 |
|
Special mention |
|
|
— |
|
|
|
10 |
|
|
|
— |
|
|
|
51 |
|
|
|
— |
|
|
|
1,387 |
|
|
|
248 |
|
|
|
— |
|
|
|
1,696 |
|
Substandard or lower |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total Agriculture and farmland |
|
$ |
11,357 |
|
|
$ |
1,050 |
|
|
$ |
13,682 |
|
|
$ |
8,812 |
|
|
$ |
4,780 |
|
|
$ |
22,492 |
|
|
$ |
5,568 |
|
|
$ |
— |
|
|
$ |
67,741 |
|
Agriculture and farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Construction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
38,681 |
|
|
|
54,929 |
|
|
|
17,645 |
|
|
|
18,952 |
|
|
|
1,226 |
|
|
|
8,567 |
|
|
|
12,422 |
|
|
|
— |
|
|
|
152,422 |
|
Special mention |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Substandard or lower |
|
|
— |
|
|
|
197 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
197 |
|
Total Construction |
|
|
38,681 |
|
|
|
55,126 |
|
|
|
17,645 |
|
|
|
18,952 |
|
|
|
1,226 |
|
|
|
8,567 |
|
|
|
12,422 |
|
|
|
— |
|
|
|
152,619 |
|
Construction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Commercial & industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
36,194 |
|
|
|
23,645 |
|
|
|
18,632 |
|
|
|
18,880 |
|
|
|
10,145 |
|
|
|
8,154 |
|
|
|
115,655 |
|
|
|
— |
|
|
|
231,305 |
|
Special mention |
|
|
301 |
|
|
|
153 |
|
|
|
4,606 |
|
|
|
88 |
|
|
|
— |
|
|
|
363 |
|
|
|
7,023 |
|
|
|
— |
|
|
|
12,534 |
|
Substandard or lower |
|
|
74 |
|
|
|
51 |
|
|
|
384 |
|
|
|
47 |
|
|
|
— |
|
|
|
299 |
|
|
|
1,139 |
|
|
|
— |
|
|
|
1,994 |
|
Total Commercial & industrial |
|
|
36,569 |
|
|
|
23,849 |
|
|
|
23,622 |
|
|
|
19,015 |
|
|
|
10,145 |
|
|
|
8,816 |
|
|
|
123,817 |
|
|
|
— |
|
|
|
245,833 |
|
Commercial & industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20 |
|
|
|
7 |
|
|
|
125 |
|
|
|
— |
|
|
|
152 |
|
Commercial real estate - Multifamily |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
34,006 |
|
|
|
11,064 |
|
|
|
84,497 |
|
|
|
49,859 |
|
|
|
19,451 |
|
|
|
11,232 |
|
|
|
685 |
|
|
|
— |
|
|
|
210,794 |
|
Special mention |
|
|
— |
|
|
|
— |
|
|
|
984 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
984 |
|
Substandard or lower |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total Commercial real estate - Multifamily |
|
|
34,006 |
|
|
|
11,064 |
|
|
|
85,481 |
|
|
|
49,859 |
|
|
|
19,451 |
|
|
|
11,232 |
|
|
|
685 |
|
|
|
— |
|
|
|
211,778 |
|
Commercial real estate - Multifamily |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
|
|
Term Loans Amortized Cost Basis by Origination Year |
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
Prior |
|
|
Revolving loans amortized cost basis |
|
|
Revolving loans converted to term |
|
|
Total |
|
Commercial real estate - Owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
52,566 |
|
|
|
56,674 |
|
|
|
101,351 |
|
|
|
83,703 |
|
|
|
48,003 |
|
|
|
99,600 |
|
|
|
15,120 |
|
|
|
— |
|
|
|
457,017 |
|
Special mention |
|
|
— |
|
|
|
— |
|
|
|
365 |
|
|
|
1,984 |
|
|
|
416 |
|
|
|
5,608 |
|
|
|
262 |
|
|
|
— |
|
|
|
8,635 |
|
Substandard or lower |
|
|
— |
|
|
|
— |
|
|
|
9,327 |
|
|
|
— |
|
|
|
— |
|
|
|
2,632 |
|
|
|
131 |
|
|
|
— |
|
|
|
12,090 |
|
Total Commercial real estate - Owner occupied |
|
|
52,566 |
|
|
|
56,674 |
|
|
|
111,043 |
|
|
|
85,687 |
|
|
|
48,419 |
|
|
|
107,840 |
|
|
|
15,513 |
|
|
|
— |
|
|
|
477,742 |
|
Commercial real estate - Owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23 |
|
|
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
29 |
|
Commercial real estate - Non-owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
78,928 |
|
|
|
60,584 |
|
|
|
187,113 |
|
|
|
111,191 |
|
|
|
48,512 |
|
|
|
120,340 |
|
|
|
8,535 |
|
|
|
— |
|
|
|
615,203 |
|
Special mention |
|
|
744 |
|
|
|
— |
|
|
|
— |
|
|
|
1,536 |
|
|
|
3,352 |
|
|
|
3,073 |
|
|
|
— |
|
|
|
— |
|
|
|
8,705 |
|
Substandard or lower |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,931 |
|
|
|
— |
|
|
|
324 |
|
|
|
74 |
|
|
|
— |
|
|
|
4,329 |
|
Total Commercial real estate - Non-owner occupied |
|
|
79,672 |
|
|
|
60,584 |
|
|
|
187,113 |
|
|
|
116,658 |
|
|
|
51,864 |
|
|
|
123,737 |
|
|
|
8,609 |
|
|
|
— |
|
|
|
628,237 |
|
Commercial real estate - Non-owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
54 |
|
|
|
— |
|
|
|
— |
|
|
|
54 |
|
Municipal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
|
71 |
|
|
|
356 |
|
|
|
— |
|
|
|
350 |
|
|
|
939 |
|
|
|
2,088 |
|
|
|
82 |
|
|
|
— |
|
|
|
3,886 |
|
Special mention |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Substandard or lower |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total Commercial real estate - Municipal |
|
|
71 |
|
|
|
356 |
|
|
|
— |
|
|
|
350 |
|
|
|
939 |
|
|
|
2,088 |
|
|
|
82 |
|
|
|
— |
|
|
|
3,886 |
|
Municipal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
$ |
251,803 |
|
|
$ |
208,292 |
|
|
$ |
422,920 |
|
|
$ |
291,696 |
|
|
$ |
133,056 |
|
|
$ |
271,086 |
|
|
$ |
157,819 |
|
|
$ |
— |
|
|
$ |
1,736,672 |
|
Special mention |
|
|
1,045 |
|
|
|
163 |
|
|
|
5,955 |
|
|
|
3,659 |
|
|
|
3,768 |
|
|
|
10,431 |
|
|
|
7,533 |
|
|
|
— |
|
|
|
32,554 |
|
Substandard or lower |
|
|
74 |
|
|
|
248 |
|
|
|
9,711 |
|
|
|
3,978 |
|
|
|
— |
|
|
|
3,255 |
|
|
|
1,344 |
|
|
|
— |
|
|
|
18,610 |
|
Total |
|
$ |
252,922 |
|
|
$ |
208,703 |
|
|
$ |
438,586 |
|
|
$ |
299,333 |
|
|
$ |
136,824 |
|
|
$ |
284,772 |
|
|
$ |
166,696 |
|
|
$ |
— |
|
|
$ |
1,787,836 |
|
The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. The Company monitors small balance, homogeneous loans, such as home equity, residential mortgage, and consumer loans based on delinquency status rather than the assignment of loan specific risk ratings. The Company will evaluate credit quality based on the aging status of the loan.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The following tables present the amortized cost of these loans based on payment activity, by origination year, as of June 30, 2025 and December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
|
|
Term Loans Amortized Cost Basis by Origination Year |
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
Prior |
|
|
Revolving loans amortized cost basis |
|
|
Revolving loans converted to term |
|
|
Total |
|
Residential real estate - First liens |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
$ |
18,970 |
|
|
$ |
28,833 |
|
|
$ |
46,650 |
|
|
$ |
81,917 |
|
|
$ |
76,831 |
|
|
$ |
105,936 |
|
|
$ |
14,535 |
|
|
$ |
— |
|
|
$ |
373,672 |
|
Nonperforming |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
315 |
|
|
|
1,892 |
|
|
|
— |
|
|
|
— |
|
|
|
2,207 |
|
Total Residential real estate - First liens |
|
$ |
18,970 |
|
|
$ |
28,833 |
|
|
$ |
46,650 |
|
|
$ |
81,917 |
|
|
$ |
77,146 |
|
|
$ |
107,828 |
|
|
$ |
14,535 |
|
|
$ |
— |
|
|
$ |
375,879 |
|
Residential real estate - First liens |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
Residential real estate - Second liens and lines of credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
|
236 |
|
|
|
2,699 |
|
|
|
1,500 |
|
|
|
588 |
|
|
|
316 |
|
|
|
1,739 |
|
|
|
73,581 |
|
|
|
75 |
|
|
|
80,734 |
|
Nonperforming |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
210 |
|
|
|
250 |
|
|
|
— |
|
|
|
460 |
|
Total Residential real estate - Second liens and lines of credit |
|
|
236 |
|
|
|
2,699 |
|
|
|
1,500 |
|
|
|
588 |
|
|
|
316 |
|
|
|
1,949 |
|
|
|
73,831 |
|
|
|
75 |
|
|
|
81,194 |
|
Residential real estate - Second liens and lines of credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Consumer and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
|
4,167 |
|
|
|
1,791 |
|
|
|
3,249 |
|
|
|
2,352 |
|
|
|
80 |
|
|
|
97 |
|
|
|
5,788 |
|
|
|
1 |
|
|
|
17,525 |
|
Nonperforming |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total Consumer and other |
|
|
4,167 |
|
|
|
1,791 |
|
|
|
3,249 |
|
|
|
2,352 |
|
|
|
80 |
|
|
|
97 |
|
|
|
5,788 |
|
|
|
1 |
|
|
|
17,525 |
|
Consumer and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
10 |
|
|
|
7 |
|
|
|
5 |
|
|
|
— |
|
|
|
7 |
|
|
|
— |
|
|
|
— |
|
|
|
29 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
$ |
23,373 |
|
|
$ |
33,323 |
|
|
$ |
51,399 |
|
|
$ |
84,857 |
|
|
$ |
77,227 |
|
|
$ |
107,772 |
|
|
$ |
93,904 |
|
|
$ |
76 |
|
|
$ |
471,931 |
|
Nonperforming |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
315 |
|
|
|
2,102 |
|
|
|
250 |
|
|
|
— |
|
|
|
2,667 |
|
Total |
|
$ |
23,373 |
|
|
$ |
33,323 |
|
|
$ |
51,399 |
|
|
$ |
84,857 |
|
|
$ |
77,542 |
|
|
$ |
109,874 |
|
|
$ |
94,154 |
|
|
$ |
76 |
|
|
$ |
474,598 |
|
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
|
|
Term Loans Amortized Cost Basis by Origination Year |
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
Prior |
|
|
Revolving loans amortized cost basis |
|
|
Revolving loans converted to term |
|
|
Total |
|
Residential real estate - First liens |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
$ |
28,532 |
|
|
$ |
48,601 |
|
|
$ |
86,197 |
|
|
$ |
82,086 |
|
|
$ |
35,962 |
|
|
$ |
78,244 |
|
|
$ |
11,583 |
|
|
$ |
— |
|
|
$ |
371,205 |
|
Nonperforming |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
219 |
|
|
|
29 |
|
|
|
2,016 |
|
|
|
— |
|
|
|
— |
|
|
|
2,264 |
|
Total Residential real estate - First liens |
|
$ |
28,532 |
|
|
$ |
48,601 |
|
|
$ |
86,197 |
|
|
$ |
82,305 |
|
|
$ |
35,991 |
|
|
$ |
80,260 |
|
|
$ |
11,583 |
|
|
$ |
— |
|
|
$ |
373,469 |
|
Residential real estate - First liens |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
Residential real estate - Second liens and lines of credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
|
2,643 |
|
|
|
940 |
|
|
|
985 |
|
|
|
349 |
|
|
|
61 |
|
|
|
1,666 |
|
|
|
68,937 |
|
|
|
650 |
|
|
|
76,231 |
|
Nonperforming |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
294 |
|
|
|
188 |
|
|
|
— |
|
|
|
482 |
|
Total Residential real estate - Second liens and lines of credit |
|
|
2,643 |
|
|
|
940 |
|
|
|
985 |
|
|
|
349 |
|
|
|
61 |
|
|
|
1,960 |
|
|
|
69,125 |
|
|
|
650 |
|
|
|
76,713 |
|
Residential real estate - Second liens and lines of credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
Consumer and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
|
2,610 |
|
|
|
4,433 |
|
|
|
1,863 |
|
|
|
113 |
|
|
|
52 |
|
|
|
67 |
|
|
|
7,900 |
|
|
|
— |
|
|
|
17,038 |
|
Nonperforming |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48 |
|
|
|
— |
|
|
|
— |
|
|
|
48 |
|
Total Consumer and other |
|
|
2,610 |
|
|
|
4,433 |
|
|
|
1,863 |
|
|
|
113 |
|
|
|
52 |
|
|
|
115 |
|
|
|
7,900 |
|
|
|
— |
|
|
|
17,086 |
|
Consumer and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period gross charge-offs |
|
|
— |
|
|
|
6 |
|
|
|
4 |
|
|
|
6 |
|
|
|
1 |
|
|
|
18 |
|
|
|
150 |
|
|
|
— |
|
|
|
185 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing |
|
$ |
33,785 |
|
|
$ |
53,974 |
|
|
$ |
89,045 |
|
|
$ |
82,548 |
|
|
$ |
36,075 |
|
|
$ |
79,977 |
|
|
$ |
88,420 |
|
|
$ |
650 |
|
|
$ |
464,474 |
|
Nonperforming |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
219 |
|
|
|
29 |
|
|
|
2,358 |
|
|
|
188 |
|
|
|
— |
|
|
|
2,794 |
|
Total |
|
$ |
33,785 |
|
|
$ |
53,974 |
|
|
$ |
89,045 |
|
|
$ |
82,767 |
|
|
$ |
36,104 |
|
|
$ |
82,335 |
|
|
$ |
88,608 |
|
|
$ |
650 |
|
|
$ |
467,268 |
|
Modifications to Borrowers Experiencing Financial Difficulty
The Company may modify loans to borrowers experiencing financial difficulty by providing principal forgiveness, term extension, interest rate reduction or an other-than-insignificant payment delay. When principal forgiveness is provided, the amount of forgiveness is charged off against the allowance for credit losses. The Company may also provide multiple types of modifications on an individual loan.
For the three months ended June 30, 2025, the Company provided an interest rate reduction, payment delay, and term extension to an Owner Occupied Commercial Real Estate borrower experiencing financial difficulty. At June 30, 2025, the amortized cost basis of the loan was $633 and the borrower is performing in accordance with the modified terms.
For the six months ended June 30, 2025, the Company provided a payment delay to a Non Owner Occupied Commercial Real Estate borrower experiencing financial difficulty. At June 30, 2025, the amortized cost basis of the loan was $3,004 and the borrower is performing in accordance with the modified terms.
During the three and six months ended June 30, 2024, the Company provided a payment delay to a Non Owner Occupied Commercial Real Estate borrower experiencing financial difficulty. During the second quarter of 2025, this loan was sold to an outside investor.
The Company has not committed to lend any additional funds at both June 30, 2025 and December 31, 2024 to the borrowers noted above.
Sale of Purchase Credit Deteriorated Loan
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
During the second quarter, the Company sold a Non Owner Occupied Commercial Real Estate loan that had been identified as purchase credit deteriorated and at December 31, 2024, required an individual reserve of $2,311 within the allowance for credit losses. The resulting charge to the allowance for credit losses during the second quarter due to the sale of this non-accrual loan was $2,018, and thus no individual reserve was required at June 30, 2025.
Deposit accounts are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
(Dollars in Thousands) |
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
Demand, noninterest-bearing |
|
$ |
646,654 |
|
|
|
26.33 |
% |
|
$ |
658,646 |
|
|
|
27.89 |
% |
Demand, interest-bearing |
|
|
576,050 |
|
|
|
23.45 |
|
|
|
525,173 |
|
|
|
22.25 |
|
Money market and savings |
|
|
580,143 |
|
|
|
23.62 |
|
|
|
540,030 |
|
|
|
22.88 |
|
Time deposits, $250 and over |
|
|
177,897 |
|
|
|
7.24 |
|
|
|
164,901 |
|
|
|
6.99 |
|
Time deposits, other |
|
|
400,665 |
|
|
|
16.31 |
|
|
|
368,217 |
|
|
|
15.60 |
|
Brokered time deposits |
|
|
75,000 |
|
|
|
3.05 |
|
|
|
103,615 |
|
|
|
4.39 |
|
|
|
$ |
2,456,409 |
|
|
|
100.0 |
% |
|
$ |
2,360,582 |
|
|
|
100.0 |
% |
The above table does not include deposits that are held for sale at December 31, 2024 related to the New Jersey Branch Sale.
The brokered deposits outstanding at June 30, 2025 mature in the third quarter of 2025.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
Borrowings and subordinated debt were as follows:
|
|
|
|
|
|
|
|
|
(in Thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
Long-term borrowings |
|
$ |
40,000 |
|
|
$ |
40,000 |
|
Short-term borrowings |
|
|
— |
|
|
|
10,000 |
|
Note payable |
|
|
— |
|
|
|
565 |
|
Subordinated debt |
|
|
62,279 |
|
|
|
61,984 |
|
Total |
|
$ |
102,279 |
|
|
$ |
112,549 |
|
Subordinated Notes Sale - 2022
On April 8, 2022, LINKBANCORP entered into Subordinated Note Purchase Agreements (the “Agreements”) with certain institutional accredited investors (the “Purchasers”) and, pursuant to the Agreements, issued to the Purchasers $20,000 in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”). The investors included a related party entity that is controlled by a member of the Board of Directors of the Company, which purchased $7,000 in principal amount of the note. During the year ended December 31, 2022, the Company contributed $15,000 of the subordinated note proceeds to the Bank as equity capital, the impact of which can be seen within Note 9 Regulatory Capital Requirements later in this document.
The Notes, which mature on April 15, 2032, bear interest at a fixed annual rate of 4.50% for the period up to but excluding April 15, 2027 (the “Fixed Interest Rate Period”). From April 15, 2027 until maturity or redemption (the “Floating Interest Rate Period”), the interest rate will adjust to a floating rate equal to a benchmark rate, which is expected to be the then-current three-month Secured Overnight Financing Rate ("SOFR"), plus 203 basis points. The Company will pay interest in arrears semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period. The Notes constitute unsecured and subordinated obligations of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions, the Company cannot redeem the Notes before the fifth anniversary of the issuance date.
The Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board. The Agreements and Notes contain customary subordination provisions, representations and warranties, covenants, and events of default.
Subordinated Notes - Gratz Merger
As part of the Gratz Merger, the Company assumed Fixed-to-Floating Rate Subordinated Notes with a carrying value of $20,050. The notes (the "Merger Subordinated Notes") mature October 1, 2030 and will initially bear interest at a fixed rate of 5.0% until October 1, 2025. From October 1, 2025 to the stated maturity date or early redemption date, the interest rate will reset semi-annually to an annual floating rate equal to the then-current three-month term SOFR plus a spread of 475 basis points, but no less than 5.0%. The Company may redeem the Merger Subordinated Notes, in whole or in part, on or after October 1, 2025, plus accrued and unpaid interest. The Merger Subordinated Notes are also redeemable in whole or in part upon the occurrence of specific events defined within the indenture.
The Gratz Merger Subordinated Notes may be included in Tier I capital (subject to certain limitations) under current regulatory guidelines and interpretations.
Subordinated Notes - Partners Merger
As part of the Partners Merger, the Company assumed Subordinated Notes with a total carrying value of $22,229 with one tranche having a face value of $4,500 and the other with face value of $18,100. The first tranche that has a face value of $4,500 bears interest at a fixed rate of 6.875%. This tranche matures in April 2028.
The second tranche that has a face value of $18,100 bears interest at a fixed rate of 6.0% which began on June 25, 2022 to but excluding July 1, 2025, payable semi-annually in arrears. From and including July 1, 2025 to but excluding July 1, 2030, or up to an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month SOFR plus 590 basis points, payable quarterly in arrears. Beginning on July 1, 2025 through maturity, the subordinated notes may be redeemed, at the Company’s option, on any scheduled interest payment date. The subordinated notes will mature on July 1, 2030. The subordinated notes are subject to customary representations, warranties and covenants made by the Company and the purchasers.
Borrowings - FHLB
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The Company had $40,000 in long-term FHLB Advances outstanding at both June 30, 2025 and December 31, 2024. The FHLB Advance has a fixed rate of 4.827% and will mature on February 20, 2026.
The Company had $0 and $10,000 in short-term FHLB Advances outstanding as of June 30, 2025 and December 31, 2024, respectively.
At June 30, 2025, the Company had remaining available capacity with FHLB, subject to certain collateral restrictions, of approximately $715,311.
Available Lines of Credit
The Company and Bank have available unsecured lines of credit, with interest based on the daily Federal Funds rate, with seven correspondent banks totaling $77,000 at June 30, 2025. There were no borrowings under these lines of credit at June 30, 2025 and December 31, 2024.
7.
FAIR VALUE MEASUREMENTS
Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in an estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts The Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year-end.
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 accounting guidance (FASB ASC 820, Fair Value Measurements), 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 Company uses 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 guidance establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value. The three broad levels of pricing are as follows:
|
|
|
|
Level I: |
Quoted prices are available in active markets for identical assets or liabilities as of the reported date. |
|
|
|
|
Level II: |
Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed. |
|
|
|
|
Level III: |
Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
This hierarchy requires the use of observable market data when available.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The estimated fair values of the Company’s financial instruments that are not required to be measured or reported at fair value are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2025 |
|
|
At December 31, 2024 |
|
(In Thousands) |
|
Carrying Amount |
|
|
Fair Value |
|
|
Carrying Amount |
|
|
Fair Value |
|
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (Level 1) |
|
$ |
155,083 |
|
|
$ |
155,083 |
|
|
$ |
166,100 |
|
|
$ |
166,100 |
|
Securities held to maturity, net of allowance for credit losses (Level 2) |
|
|
26,809 |
|
|
|
26,104 |
|
|
|
31,508 |
|
|
|
30,284 |
|
Loans, net of allowance for credit losses (Level 3) |
|
|
2,331,958 |
|
|
|
2,344,768 |
|
|
|
2,229,314 |
|
|
|
2,231,057 |
|
Accrued interest receivable (Level 1) |
|
|
9,821 |
|
|
|
9,821 |
|
|
|
9,870 |
|
|
|
9,870 |
|
Restricted investments in bank stock (Level 1) |
|
|
4,821 |
|
|
|
4,821 |
|
|
|
5,209 |
|
|
|
5,209 |
|
Cash surrender value of life insurance (Level 1) |
|
|
52,943 |
|
|
|
52,943 |
|
|
|
52,079 |
|
|
|
52,079 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Non-maturity deposits (Level 1) |
|
|
1,802,847 |
|
|
|
1,802,847 |
|
|
|
1,723,849 |
|
|
|
1,723,849 |
|
Time Deposits (Level 3) |
|
|
653,562 |
|
|
|
652,317 |
|
|
|
636,733 |
|
|
|
634,875 |
|
Long-term borrowings (Level 3) |
|
|
40,000 |
|
|
|
40,165 |
|
|
|
40,000 |
|
|
|
40,256 |
|
Short-term borrowings (Level 1) |
|
|
— |
|
|
|
— |
|
|
|
10,000 |
|
|
|
10,000 |
|
Note payable (Level 3) |
|
|
— |
|
|
|
— |
|
|
|
565 |
|
|
|
565 |
|
Subordinated Notes (Level 3) |
|
|
62,279 |
|
|
|
61,374 |
|
|
|
61,984 |
|
|
|
60,251 |
|
Accrued interest payable (Level 1) |
|
|
1,665 |
|
|
|
1,665 |
|
|
|
1,865 |
|
|
|
1,865 |
|
The following tables present the assets reported on the Consolidated Balance Sheet at their fair value on a recurring basis as of June 30, 2025 and December 31, 2024, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
The Company’s available-for-sale investment securities are reported at fair value. These securities are valued by an independent third party. The valuations are based on market data. The valuations utilize evaluated pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, their evaluated pricing applications apply available information such as benchmarking and matrix pricing. The market inputs normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (only obtained from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets, benchmark securities, bid, offers and reference data. For certain securities additional inputs may be used or some market inputs may not be applicable. Inputs are prioritized differently on any given day based on market conditions.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
(In Thousands) |
|
Level I |
|
|
Level II |
|
|
Level III |
|
|
Total |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
US Government Agency securities |
|
$ |
— |
|
|
$ |
13,345 |
|
|
$ |
— |
|
|
$ |
13,345 |
|
Obligations of state and political subdivisions |
|
|
— |
|
|
|
46,319 |
|
|
|
— |
|
|
|
46,319 |
|
Mortgage backed securities in government-sponsored entities |
|
|
— |
|
|
|
109,554 |
|
|
|
— |
|
|
|
109,554 |
|
Other securities |
|
|
— |
|
|
|
351 |
|
|
|
— |
|
|
|
351 |
|
Total |
|
$ |
— |
|
|
$ |
169,569 |
|
|
$ |
— |
|
|
$ |
169,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
144 |
|
|
$ |
144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
(In Thousands) |
|
Level I |
|
|
Level II |
|
|
Level III |
|
|
Total |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
US Government Agency Securities |
|
$ |
— |
|
|
$ |
13,073 |
|
|
$ |
— |
|
|
$ |
13,073 |
|
Obligations of state and political subdivisions |
|
|
— |
|
|
|
47,201 |
|
|
|
— |
|
|
|
47,201 |
|
Mortgage backed securities in government-sponsored entities |
|
|
— |
|
|
|
84,783 |
|
|
|
— |
|
|
|
84,783 |
|
Other securities |
|
|
— |
|
|
|
533 |
|
|
|
— |
|
|
|
533 |
|
Total |
|
$ |
— |
|
|
$ |
145,590 |
|
|
$ |
— |
|
|
$ |
145,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,654 |
|
|
$ |
1,654 |
|
For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used as of June 30, 2025 and December 31, 2024 are presented in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
(In Thousands) |
|
Level I |
|
|
Level II |
|
|
Level III |
|
|
Total |
|
Loans individually evaluated |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
23,650 |
|
|
$ |
23,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
(In Thousands) |
|
Level I |
|
|
Level II |
|
|
Level III |
|
|
Total |
|
Loans individually evaluated |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
21,519 |
|
|
$ |
21,519 |
|
The following tables provide information describing the valuation processes used to determine nonrecurring fair value measurements categorized within Level III of the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
|
|
Quantitative Information About Level III Fair Value Measurements |
|
(In Thousands) |
|
Fair Value |
|
|
Valuation Techniques |
|
|
|
|
Unobservable Input |
|
Range (Weighted Average) |
|
Loans individually evaluated |
|
$ |
23,650 |
|
|
Appraisal of collateral |
|
|
(1 |
) |
|
Liquidation expenses |
|
|
10 |
% |
|
|
December 31, 2024 |
|
|
|
Quantitative Information About Level III Fair Value Measurements |
|
(In Thousands) |
|
Fair Value |
|
|
Valuation Techniques |
|
|
|
|
Unobservable Input |
|
Range (Weighted Average) |
|
Loans individually evaluated |
|
$ |
21,519 |
|
|
Appraisal of collateral |
|
|
(1 |
) |
|
Liquidation expenses |
|
|
10 |
% |
(1)
Fair value is generally determined through independent appraisals of the underlying collateral, which include various Level III inputs that are not identifiable.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
Appraisals may be adjusted by management for qualitative factors, such as economic conditions, aging, and/or estimated liquidation expenses incurred when selling the collateral. The range and weighted average of appraisal adjustments and liquidation expenses are presented as a percentage of the appraisal.
8.
STOCK-BASED COMPENSATION
The LINKBANCORP, Inc. 2019 Equity Incentive Plan (the "2019 Plan") authorized the issuance or delivery to participants of up to 450,000 shares of LINKBANCORP common stock pursuant to grants of incentive and non-statutory stock options. The Plan is administered by the members of LINKBANCORP’s Compensation Committee (the "Committee"). Unless the Committee specified a different vesting schedule, awards under the Plan were granted with a vesting rate of 20 percent per year. Vesting may be accelerated under certain conditions or at the discretion of the Committee at any time. Employees and directors of LINKBANCORP or its subsidiaries were eligible to receive awards under the plan, except that nonemployees were not granted incentive stock options. Stock options are either “incentive” stock options or “nonqualified” stock options. Incentive stock options have certain tax advantages and must comply with the requirements of Section 422 of the Internal Revenue Code. The 2019 Plan was frozen such that no new awards would be granted under the 2019 Plan following receipt of shareholder approval of the LINKBANCORP, Inc. 2022 Equity Incentive Plan described within this footnote.
On May 26, 2022, the Company's shareholders approved the LINKBANCORP, Inc. 2022 Equity Incentive Plan (the "2022 Plan"). The 2022 Plan authorizes the issuance or delivery to participants of up to 475,000 shares of the Company's common stock pursuant to grants of restricted stock, restricted stock units, stock options, and non-qualified stock options. The 2022 Plan is administered by the Committee. At least 95% of the awards under the 2022 Plan will vest no earlier than one year after the grant date. The 2022 Plan was frozen such that no new awards would be granted under the 2022 Plan following receipt of shareholder approval of the LINKBANCORP, Inc. 2025 Equity Incentive Plan described within this footnote.
On May 22, 2025, the Company's shareholders approved the LINKBANCORP, Inc. 2025 Equity Incentive Plan (the "2025 Plan"). The 2025 Plan authorizes the issuance or delivery to participants of up to 1,100,000 shares of the Company's common stock pursuant to grants of restricted stock, restricted stock units, stock options, including incentive stock options and non-qualified stock options. The 2025 Plan is administered by the Committee. At least 95% of the awards under the 2025 Plan will vest no earlier than one year after the grant date.
The table below provides details of the Company's stock options at June 30, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
|
Weighted- Average Exercise Price |
|
|
Weighted- Average Remaining Contractual Term in Years |
|
|
Aggregate Intrinsic Value (in ‘000s) |
|
Outstanding, December 31, 2024 |
|
|
591,791 |
|
|
$ |
9.10 |
|
|
|
6.0 |
|
|
$ |
145 |
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Expired/terminated |
|
|
(18,600 |
) |
|
|
10.07 |
|
|
|
— |
|
|
|
|
Exercised |
|
|
(10,227 |
) |
|
|
5.49 |
|
|
|
— |
|
|
|
|
Outstanding, June 30, 2025 |
|
|
562,964 |
|
|
$ |
9.13 |
|
|
|
5.6 |
|
|
$ |
94 |
|
Exercisable at period end |
|
|
401,314 |
|
|
$ |
9.71 |
|
|
|
4.5 |
|
|
$ |
33 |
|
The exercise prices for options outstanding as of June 30, 2025 ranged from $6.08 to $12.00. The Company recognized compensation expense for options of $21 and $41 during the three and six months ended June 30, 2025 and $31 and $61 during the three and six months ended June 30, 2024, respectively.
The Company determined the expected life of the stock options using a simplified method approach allowed for basic share options. The risk-free interest rate is based on the U.S. treasury yield curve in effect as of the grant date. Expected volatility was determined using the calculated value method of an option pricing model that substitutes the historical volatility of an appropriate industry sector index for the expected volatility.
The table below provides details of the Company's restricted stock activity at June 30, 2025.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
|
Average Market Price at Grant |
|
Outstanding, December 31, 2024 |
|
|
393,083 |
|
|
$ |
6.40 |
|
Restricted stock units granted |
|
|
203,400 |
|
|
|
6.90 |
|
Expired/terminated |
|
|
(800 |
) |
|
|
|
Vested |
|
|
(58,380 |
) |
|
|
|
Outstanding, June 30, 2025 |
|
|
537,303 |
|
|
$ |
6.57 |
|
The Company recognized stock-based compensation expense related to restricted shares of $273 and $629 for the three and six months ended June 30, 2025 and $187 and $359 for the three and six months ended June 30, 2024, respectively.
At June 30, 2025, the total unrecognized stock-based compensation costs totaled $3,014 and $262 for restricted stock and stock options, respectively. These expenses will be recognized ratably as expense through May 2029.
The Company issued stock purchase warrants in connection with its initial stock offering via private placement, giving organizers the right to purchase shares of common stock at the initial offering price of $10 per share. For organizers, the warrants serve as a reward for bearing the financial risk of the Company’s organization by advancing “seed money” for its organizational and pre-opening expenses. The organizers’ warrants are non-voting and are exercisable for a period of ten years from the date of grant. All grants were issued during 2019. These warrants are transferable in accordance with the warrant agreement, but are not puttable to the Company. These shares may be issued from previously authorized but unissued shares of stock. The Board has made no additional authorization to issue any further warrants as of June 30, 2025 and has no current plans for future issuance of warrants. To date, organizers have not exercised any warrants since their issuance. As of June 30, 2025, there were 1,537,484 warrants outstanding with a strike price of $10 and an intrinsic value of $0.
9.
REGULATORY CAPITAL REQUIREMENTS
The Bank is subject to various regulatory capital requirements administered by the Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking and Securities. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors.
The Bank is subject to regulatory capital requirements administered by banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements. As of June 30, 2025, the Bank has met all capital adequacy requirements to which it is subject.
The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, under-capitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If an institution is adequately capitalized, regulatory approval is required before the institution may accept brokered deposits. If an institution is undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required.
The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer will face limitations on dividends, stock repurchases and certain discretionary bonus payments to management based on the amount of the shortfall. Under Basel III rules, banks must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The required capital conservation buffer is 2.50%.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The following table presents actual and required capital ratios as of June 30, 2025 and December 31, 2024 under the Basel III Capital Rules. Bank capital levels required to be considered well capitalized are based upon prompt corrective action regulations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
(Dollars in Thousands) |
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
Total capital |
|
|
|
|
|
|
|
|
|
|
|
|
(to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
Actual |
|
$ |
307,222 |
|
|
|
12.43 |
% |
|
$ |
282,736 |
|
|
|
11.55 |
% |
For capital adequacy purposes |
|
|
197,757 |
|
|
|
8.00 |
|
|
|
195,914 |
|
|
|
8.00 |
|
To be well capitalized |
|
|
247,196 |
|
|
|
10.00 |
|
|
|
244,892 |
|
|
|
10.00 |
|
Tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
(to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
Actual |
|
$ |
284,441 |
|
|
|
11.51 |
% |
|
$ |
263,058 |
|
|
|
10.74 |
% |
For capital adequacy purposes |
|
|
148,318 |
|
|
|
6.00 |
|
|
|
146,935 |
|
|
|
6.00 |
|
To be well capitalized |
|
|
197,757 |
|
|
|
8.00 |
|
|
|
195,914 |
|
|
|
8.00 |
|
Common equity |
|
|
|
|
|
|
|
|
|
|
|
|
(to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
Actual |
|
$ |
284,441 |
|
|
|
11.51 |
% |
|
$ |
263,058 |
|
|
|
10.74 |
% |
For capital adequacy purposes |
|
|
111,238 |
|
|
|
4.50 |
|
|
|
110,201 |
|
|
|
4.50 |
|
To be well capitalized |
|
|
160,678 |
|
|
|
6.50 |
|
|
|
159,180 |
|
|
|
6.50 |
|
Tier 1 capital |
|
|
|
|
|
|
|
|
|
|
|
|
(to average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
Actual |
|
$ |
284,441 |
|
|
|
10.34 |
% |
|
$ |
263,058 |
|
|
|
9.49 |
% |
For capital adequacy purposes |
|
|
110,056 |
|
|
|
4.00 |
|
|
|
110,867 |
|
|
|
4.00 |
|
To be well capitalized |
|
|
137,569 |
|
|
|
5.00 |
|
|
|
138,584 |
|
|
|
5.00 |
|
The federal banking agencies, including the FDIC, issued a rule pursuant to The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 to establish for institutions with assets of less than $10 billion a “community bank leverage ratio” (the ratio of a bank’s tier 1 capital to average total consolidated assets) of 9% that qualifying institutions may elect to use in lieu of the generally applicable leverage and risk-based capital requirements under Basel III. If an election to use the community bank leverage ratio capital framework is made, a qualifying bank with less than $10 billion in assets with capital exceeding the specified community bank leverage ratio is considered compliant with all applicable regulatory capital and leverage requirements, including the requirement to be “well capitalized.” As of June 30, 2025 and December 31, 2024, the Bank had not elected to be subject to the alternative framework.
Federal and state banking regulations place certain restrictions on dividends paid by the Bank. The Pennsylvania Banking Code provides that cash dividends may be declared and paid out of accumulated net earnings. In addition, dividends paid by the Bank would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. Loans or advances by the Bank to the Company are limited to 10 percent of the Bank’s capital stock and surplus and must have collateral securing the loans or advances.
The Federal Reserve and the FDIC have adopted a rule that provides a banking organization the option to phase-in over a three-year period the effects of CECL on its regulatory capital upon the adoption of the CECL standard. The Company opted to exercise this phase-in option.
10.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making and monitoring commitments and conditional obligations as it does for on-balance sheet instruments. As of June 30, 2025 and December 31, 2024, the Company has an allowance for credit losses for off-balance sheet instruments of $2,057 and $1,857, respectively, included within the liabilities section of the balance sheet.
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The corresponding provision for credit losses for both the three and six months ended June 30, 2025 was $200. The provision for credit losses for the three and six months ended June 30, 2024 was $120 and $220, respectively.
At June 30, 2025 and December 31, 2024, the following financial instruments were outstanding whose contract amounts represent credit risk:
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
Unfunded commitments under lines of credit: |
|
|
|
|
|
|
Home equity loans |
|
$ |
92,338 |
|
|
$ |
97,677 |
|
Commercial real estate, construction, and land development |
|
|
142,773 |
|
|
|
161,551 |
|
Commercial and industrial |
|
|
317,228 |
|
|
|
353,078 |
|
Total |
|
$ |
552,339 |
|
|
$ |
612,306 |
|
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include personal or commercial real estate, accounts receivable, inventory, and equipment.
The following table sets forth the composition of earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
(In Thousands, except share and per share data) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Net income |
|
$ |
7,387 |
|
|
$ |
5,804 |
|
|
$ |
22,730 |
|
|
$ |
11,530 |
|
Basic weighted average common shares outstanding |
|
|
37,136,851 |
|
|
|
36,970,768 |
|
|
|
37,122,883 |
|
|
|
36,966,371 |
|
Net effect of dilutive stock options and warrants |
|
|
2,957 |
|
|
|
2,353 |
|
|
|
3,787 |
|
|
|
4,637 |
|
Net effect of dilutive restricted stock awards and units |
|
|
104,200 |
|
|
|
67,627 |
|
|
|
105,169 |
|
|
|
71,888 |
|
Diluted weighted average common shares outstanding |
|
|
37,244,008 |
|
|
|
37,040,748 |
|
|
|
37,231,839 |
|
|
|
37,042,896 |
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.20 |
|
|
$ |
0.16 |
|
|
$ |
0.61 |
|
|
$ |
0.31 |
|
Diluted |
|
$ |
0.20 |
|
|
$ |
0.16 |
|
|
$ |
0.61 |
|
|
$ |
0.31 |
|
The following is a summary of securities that could potentially dilute basic earnings per common share in future periods that were included in the computation of diluted earnings per common share in the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Stock Options |
|
|
14,814 |
|
|
|
24,961 |
|
|
|
14,914 |
|
|
|
117,191 |
|
Warrants |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Restricted Stock Awards and Units |
|
|
333,903 |
|
|
|
384,724 |
|
|
|
336,903 |
|
|
|
384,724 |
|
Total dilutive securities |
|
|
348,717 |
|
|
|
409,685 |
|
|
|
351,817 |
|
|
|
501,915 |
|
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
The following is a summary of securities that could potentially dilute basic earnings per share in future periods that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Stock Options |
|
|
548,200 |
|
|
|
599,000 |
|
|
|
548,100 |
|
|
|
506,500 |
|
Warrants |
|
|
1,537,484 |
|
|
|
1,537,484 |
|
|
|
1,537,484 |
|
|
|
1,537,484 |
|
Restricted Stock Awards and Units |
|
|
203,400 |
|
|
|
120,000 |
|
|
|
200,400 |
|
|
|
120,000 |
|
Total anti-dilutive securities |
|
|
2,289,084 |
|
|
|
2,256,484 |
|
|
|
2,285,984 |
|
|
|
2,163,984 |
|
12. DERIVATIVES
During the second quarter of 2023 the Company entered into a pay fixed / received variable interest rate swap with a notional amount of $75,000 which has a fixed rate of 3.28%, a maturity of five years and is designated against either a mix of one-month FHLB advances or brokered certificates of deposit. The Company will utilize, from time to time, interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. At June 30, 2025, the derivative contract is used to hedge the variable cash flows associated with monthly brokered deposits.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income (Loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in Accumulated Other Comprehensive Income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The amount reclassified to interest expense was $198 and $396 for the three and six months ended June 30, 2025. Comparatively, the amount reclassified to interest expense for three and six months ended June 30, 2024 were $387 and $773, respectively. Over the next 12 months, the Company estimates that an additional $382 will be reclassified as a reduction to interest expense.
The Company recorded $144 and $1,654 within other assets on the Consolidated Balance Sheets, which represented the fair value of this derivative at June 30, 2025 and December 31, 2024, respectively.
13. SEGMENT INFORMATION
The Company's reportable segment is determined by the Chief Executive Officer who is the designated chief operating decision maker, based upon information about the Company's banking products and services offered. The segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of the various components of the business, such as branches and products offered, which are then aggregated if operating performance, products and services, and customers are similar. The chief operating decision maker will evaluate the financial performance of the Company's business components by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's reportable segment and in determination of allocating resources. The chief operating decision maker uses revenue streams to evaluate products pricing and significant expenses to assess performance and return on assets. The chief operating decision maker uses consolidated net income to benchmark to Company against its competitors. The benchmarking analysis is coupled with the monitoring of budget to actual results are used in assessment performance and in establishing compensation. Interest income on loans and investments primarily provide the revenues in the banking segment. Interest expense on deposits and borrowings, provisions for credit losses, and payroll provide significant expenses in the banking operations.
Accounting policies for segments are the same as those described in Note 1. Segment performance is evaluated using consolidated net income. Information reported internally for performance assessment by the chief operating decision maker follows, inclusive of reconciliations of segment totals to the financials.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
(In thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
Interest Income |
|
$ |
39,326 |
|
|
$ |
39,449 |
|
|
$ |
79,468 |
|
|
$ |
78,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Other revenues |
|
|
2,933 |
|
|
|
1,858 |
|
|
|
16,190 |
|
|
|
3,587 |
|
Total consolidated revenues |
|
$ |
42,259 |
|
|
$ |
41,307 |
|
|
$ |
95,658 |
|
|
$ |
81,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
|
14,377 |
|
|
|
14,965 |
|
|
|
28,688 |
|
|
|
28,856 |
|
Segment net interest income and noninterest income |
|
$ |
27,882 |
|
|
$ |
26,342 |
|
|
$ |
66,970 |
|
|
$ |
52,955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses |
|
|
344 |
|
|
|
— |
|
|
|
572 |
|
|
|
40 |
|
Salaries and employee benefits |
|
|
10,252 |
|
|
|
9,941 |
|
|
|
21,408 |
|
|
|
21,059 |
|
Other Expenses |
|
|
9,899 |
|
|
|
10,597 |
|
|
|
22,260 |
|
|
|
20,326 |
|
Consolidated net income |
|
$ |
7,387 |
|
|
$ |
5,804 |
|
|
$ |
22,730 |
|
|
$ |
11,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other segment disclosures |
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of branches |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
11,093 |
|
|
$ |
— |
|
Interest income |
|
$ |
39,326 |
|
|
$ |
39,449 |
|
|
$ |
79,468 |
|
|
$ |
78,224 |
|
Interest expense |
|
$ |
14,377 |
|
|
$ |
14,965 |
|
|
$ |
28,688 |
|
|
$ |
28,856 |
|
Depreciation |
|
$ |
406 |
|
|
$ |
514 |
|
|
$ |
823 |
|
|
$ |
1,012 |
|
Amortization of intangible assets |
|
$ |
1,083 |
|
|
$ |
1,204 |
|
|
$ |
2,167 |
|
|
$ |
2,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other significant noncash items: |
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit loss |
|
$ |
344 |
|
|
$ |
— |
|
|
$ |
572 |
|
|
$ |
40 |
|
Total consolidated assets were $2.89 billion and $2.88 billion at June 30, 2025 and December 31, 2024, respectively.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis reflects the Company’s unaudited consolidated financial statements and other relevant statistical data and is intended to enhance your understanding of the Company’s consolidated financial condition and results of operations. This Management’s Discussion and Analysis is presented in the following sections:
•
Forward Looking Statements
•
Sale of New Jersey Solutions Centers
•
Comparison of Financial Condition at June 30, 2025 and December 31, 2024
•
Comparison of Operating Results for the Three Months Ended June 30, 2025 and 2024.
•
Comparison of Operating Results for the Six Months Ended June 30, 2025 and 2024.
•
Liquidity, Commitments, and Capital Resources
•
Off-Balance Sheet Arrangements
•
Critical Accounting Estimates
•
Recently Issued Accounting Standards
Forward Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” or words of similar meaning, or future or conditional verbs, such as “will,” “would,” “should,” “could,” or “may.” A forward-looking statement is neither a prediction nor a guarantee of future events. These forward-looking statements include, but are not limited to:
•
statements of our goals, intentions and expectations;
•
statements regarding our business plans, prospects, growth and operating strategies;
•
statements regarding the quality of our loan and investment portfolios; and
•
estimates of our risks and future costs and benefits.
These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
•
inflation and changes in market interest rates that reduce our margins and yields, reduce the fair value of financial instruments or reduce our volume of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make, whether held in portfolio or sold in the secondary market;
•
general economic conditions, either nationally or in our market area, that are worse than expected;
•
competition within our market area that is stronger than expected;
•
changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for credit losses;
•
our ability to access cost-effective funding;
•
fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in our market area;
•
our ability to continue to implement our business strategies;
•
competition among depository and other financial institutions;
•
any future FDIC insurance premium increases, or special assessment may adversely affect our earnings;
•
adverse changes in the securities markets;
•
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;
•
our ability to manage market risk, credit risk and operational risk;
•
our ability to enter new markets successfully and capitalize on growth opportunities;
•
the imposition of tariffs or other domestic or international governmental polices impacting the value of the products of our borrowers;
•
our ability to successfully integrate into our operations Partners' assets, liabilities or systems we acquired, as well as new management personnel or customers, and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;
•
changes in consumer spending, borrowing and savings habits;
•
our ability to maintain our reputation;
•
our ability to prevent or mitigate fraudulent activity;
•
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;
•
our ability to retain key employees and our existing customers;
•
a breach in security of our information systems, including the occurrence of a cyber incident or a deficiency in cyber security;
•
political instability or civil unrest;
•
risks and uncertainties related to a pandemic and resulting governmental and societal response and its effects on our business and operations;
•
acts of war or terrorism;
•
our ability to evaluate the amount and timing of recognition of future tax assets and liabilities;
•
our compensation expense associated with equity benefits allocated or awarded to our employees; and
•
changes in the financial condition, results of operations or future prospects of issuers of securities that we own.
Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. We disclaim any obligation to revise or update any forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect future events or developments.
Overview and Strategy
The Company’s core strategy is to further its mission of “positively impacting lives” through community banking by building strong relationships that bring value to its customers, employees, the communities it serves and its shareholders. In pursuing this mission, the Company specifically desires to invest in the development of strong future leaders for the banking industry and our communities, to contribute to economically and socially flourishing communities, and to demonstrate the continued viability and integral role of community banking for our economic and social development.
The Company operates primarily through its wholly-owned subsidiary, LINKBANK, which provides traditional lending, deposit gathering and cash services to retail customers, small businesses and nonprofit organizations. The Bank focuses its lending activities on small businesses, targeted to create a diverse loan portfolio in relation to its underlying collateral and different business segments with unique cash flow generation and varied interest rate sensitivity.
The Bank offers a full suite of deposit products and cash management services focused on the small business and nonprofit segments.
Our revenues consist primarily of interest income earned on loans and investments. Interest income is partially offset by interest expense incurred on deposits, borrowings and other interest-bearing liabilities. Net interest income is affected by the balances of interest-earning assets and interest-bearing liabilities and their relative interest rates. Net interest income is typically further reduced by a provision for credit losses.
Non-interest income also contributes to our operating results, consisting of service charges on deposit accounts, earnings on bank-owned life insurance, revenue from the sale of securities, and revenue from the sale of SBA loans and residential mortgage loans to the secondary market and related servicing fees. Non-interest expenses, which include salaries and employee benefits, occupancy and equipment costs, data processing, professional fees, FDIC insurance expense, merger and restructuring expense, intangible amortization, Bank shares tax, and other general and administrative expenses, are the Company’s primary expenditures incurred as a result of operations.
Financial institutions, in general, are significantly affected by economic conditions, competition, and the monetary and fiscal policies of the federal government. Lending activities are influenced by the demand for and supply of housing and commercial real estate, competition among lenders, interest rate conditions, and funds availability. Our operations and lending are concentrated in South Central Pennsylvania in Dauphin, Chester, Cumberland, Lancaster, Northumberland, Schuylkill, and York Counties, the counties of Wicomico, Charles, Anne Arundel, and Worcester counties in Maryland, Sussex county in Delaware, Spotsylvania and Fairfax counties in Virginia, and the city of Fredericksburg, Virginia. Our operations and lending are influenced by local economic conditions. Deposit balances and cost of funds are influenced by prevailing market rates on competing investments, customer preferences, and levels of personal income and savings in our primary market area. Operations are also significantly impacted by government policies and actions of regulatory authorities. Future changes in applicable law, regulations or government policies may materially impact the Company.
Sale of New Jersey Solutions Centers
On March 31, 2025, the Bank completed the sale of the New Jersey operations of the Bank pursuant to a purchase and assumption agreement (the "Agreement") with American Heritage Federal Credit Union (“AHFCU”) pursuant to which AHFCU purchased certain assets and assumed certain liabilities (the "Transaction" or "New Jersey Branch Sale"), including all three branch locations (including two branch leases).
Under the Agreement, AHFCU acquired $105.0 million in loans, $2.1 million in fixed assets, and $87.1 million in deposits. The total deposit premium paid by AHFCU was 7% or $6.2 million. With respect to acquired loans, AHFCU paid an amount equal to the principal balances plus any accrued but unpaid interest and late charges on the loans measured as of the closing date. The loans sold had related unamortized loan discounts of $6.7 million which were taken into income concurrent with the sale. The portion of the core deposit intangible asset that was attributable to the deposits sold approximated $1.3 million and was written off concurrent with the sale. AHFCU paid book value for fixed assets, real estate, and other assets located at the owned branches. The Transaction resulted in an after-tax gain, net of transaction costs, of approximately $8.7 million.
Financial Highlights
The following is a summary of the financial highlights as of and for the three and six months ended June 30, 2025:
•
Quarterly Net Income and Net Income Per Share - Net income was $7.4 million for the three months ended June 30, 2025, a $1.6 million increase from the same period in 2024 and a $8.0 million decrease from the three months ended March 31, 2025 ("Linked Quarter"). Diluted earnings per share was $0.20 for the three months ended June 30, 2025, compared to $0.16 per diluted share for the comparable period in 2024.
•
Net Interest Income - Net interest income before provision for credit losses increased $465 thousand or 1.90% for the three months ended June 30, 2025 compared to the same period in 2024. Net interest margin for the second quarter of 2025 was 3.80%, representing a three basis points decrease over the same period in 2024. Compared to the Linked Quarter, net interest income before provision for credit losses decreased $882 thousand and net interest margin decreased 14 basis points.
•
Sale of New Jersey Solutions Centers - The Company successfully executed the sale of the New Jersey operations of the Bank which resulted in an after-tax gain of approximately $8.7 million, recorded within noninterest income.
See the sections below for a complete analysis of the results of operations for the three and six months ended June 30, 2025.
Comparison of Financial Condition at June 30, 2025 and December 31, 2024
Total assets at June 30, 2025, were $2.89 billion, an increase of $7.8 million, or 0.27%, from $2.88 billion at December 31, 2024. The increase in total assets was primarily due to an increase in net loans receivable of $102.6 million, from $2.23 billion at December 31, 2024 to $2.33 billion at June 30, 2025 and an increase of securities available-for-sale of $24.0 million, from $145.6 million at December 31, 2024 to $169.6 million at June 30, 2025. These increases were nearly offset by a decrease in assets held for sale of $94.1 million and cash and cash equivalents which decreased $11.0 million from $166.1 million at December 31, 2024 to $155.1 million at June 30, 2025.
Cash and cash equivalents decreased $11.0 million, or 6.63%, from $166.1 million at December 31, 2024 to $155.1 million at June 30, 2025. The decrease was primarily due to:
Primary Cash Outflows
•
Net increase in cash funding of loans receivable of $102.8 million;
•
Purchase of investment securities available for sale of $31.9 million;
•
Repayment of short-term borrowings of $10.0 million; and
•
Dividends paid of $5.6 million.
Primary Cash Inflows
•
Net increase in deposits of $88.8 million;
•
Proceeds from the New Jersey Branch Sale of $26.2 million;
•
Net cash from investment securities (calls, maturities, and principal repayments) of $14.1 million; and
•
Cash from operating activities of $8.8 million.
Securities available-for-sale increased $24.0 million during the six months ended June 30, 2025, with a balance of $169.6 million at June 30, 2025 and $145.6 million as of December 31, 2024. The increase was primarily due to purchases of investment securities of $31.9 million and an increase in the fair value of our securities of $1.2 million as a result of changes in market interest rates. The increase was partially offset by principal repayments totaling $8.9 million.
Securities held to maturity decreased $4.7 million, or 14.9%, to $26.8 million at June 30, 2025 from $31.5 million at December 31, 2024. This decrease was the result of a maturity of $3.0 million and other principal repayments of $1.7 million.
Net loans receivable increased during the six months ended June 30, 2025 as shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
|
Change |
|
|
% |
|
Agriculture loans |
|
$ |
61,996 |
|
|
$ |
67,741 |
|
|
$ |
(5,745 |
) |
|
|
(8.48 |
)% |
Construction loans |
|
|
140,976 |
|
|
|
152,619 |
|
|
|
(11,643 |
) |
|
|
(7.63 |
) |
Commercial loans |
|
|
259,877 |
|
|
|
245,833 |
|
|
|
14,044 |
|
|
|
5.71 |
|
Commercial real estate loans |
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily |
|
|
231,469 |
|
|
|
211,778 |
|
|
|
19,691 |
|
|
|
9.30 |
|
Owner occupied |
|
|
502,515 |
|
|
|
477,742 |
|
|
|
24,773 |
|
|
|
5.19 |
|
Non-owner occupied |
|
|
681,521 |
|
|
|
628,237 |
|
|
|
53,284 |
|
|
|
8.48 |
|
Residential real estate loans |
|
|
|
|
|
|
|
|
|
|
|
|
First liens |
|
|
375,879 |
|
|
|
373,469 |
|
|
|
2,410 |
|
|
|
0.65 |
|
Second liens and lines of credit |
|
|
81,194 |
|
|
|
76,713 |
|
|
|
4,481 |
|
|
|
5.84 |
|
Consumer and other loans |
|
|
17,525 |
|
|
|
17,086 |
|
|
|
439 |
|
|
|
2.57 |
|
Municipal loans |
|
|
2,917 |
|
|
|
3,886 |
|
|
|
(969 |
) |
|
|
(24.94 |
) |
Total Loans |
|
|
2,355,869 |
|
|
|
2,255,104 |
|
|
|
100,765 |
|
|
|
4.47 |
|
Deferred costs |
|
|
740 |
|
|
|
645 |
|
|
|
95 |
|
|
|
14.73 |
|
Allowance for credit losses |
|
|
(24,651 |
) |
|
|
(26,435 |
) |
|
|
(1,784 |
) |
|
|
(6.75 |
) |
Total |
|
$ |
2,331,958 |
|
|
$ |
2,229,314 |
|
|
|
102,644 |
|
|
|
4.60 |
% |
The above table does not include loans that were held for sale at December 31, 2024 related to the New Jersey Branch Sale.
Commercial real estate loans increased $97.7 million during the six months ended June 30, 2025. This growth was not attributable to any one significant relationship and was primarily the result of current balances of new loan originations of $134.0 million partially offset by net loan repayment activity. Commercial loans increased $14.0 million from December 31, 2024, resulting from $26.5 million in balances on newly originated loans offset by net loan repayments on existing loans. Construction loans decreased $11.6 million during the first six months of 2025 primarily due to paydowns on existing loans of $35.4 million and $15.6 million in projects completed and moved into other loan segments. These decreases were partially offset by originations of $14.8 million and draws on existing loans of $21.3 million.
The allowance for credit losses-loans decreased $1.8 million from $26.4 million at December 31, 2024 to $24.7 million at June 30, 2025. The primary driver of the decreased allowance was a $2.0 million charge-off due to the sale of a PCD loan (see table below), partially offset by provision for loan losses of $355 thousand during the six months ended June 30, 2025. Refer to Note 4 within the unaudited Consolidated Financial Statements for further information.
|
|
|
|
|
Resolution of PCD Loan: |
|
|
|
(dollars in thousands) |
|
|
|
Original principal outstanding at acquisition |
|
$ |
3,948 |
|
PCD specific reserve established |
|
|
(2,289 |
) |
Net book value of PCD loan |
|
|
1,659 |
|
Cash received upon payoff of PCD loan |
|
|
1,930 |
|
Net reduction of PCD reserve at loan sale |
|
|
(271 |
) |
Net reversal of PCD specific reserve |
|
$ |
(2,018 |
) |
At June 30, 2025, non-performing loans, which is defined as non-accrual loans, and loans delinquent greater than 90 days and still accruing interest, was $21.9 million or 0.93% of total gross loans. This compares to $17.2 million of non-performing loans at December 31, 2024, which equated to 0.76% of total gross loans. The increase in non-accrual loans was primarily due to one commercial and industrial loan with carrying value of $5.8 million put on non-accrual during the six months ended June 30, 2025. The Company obtained an appraisal of the underlying collateral but no specific reserve was required as of June 30, 2025. Our allowance for credit losses for loans totaled $24.7 million at June 30, 2025 and represented 1.05% of our total gross loans, compared to $26.4 million or 1.17% of our total gross loans at December 31, 2024. At June 30, 2025 and December 31, 2024, the Company had no other real estate owned.
The federal banking regulators have issued guidance for those institutions which are deemed to have concentrations in commercial real estate lending. Pursuant to the supervisory criteria contained in the guidance for identifying institutions with a potential commercial real estate concentration risk, institutions which have (1) total reported loans for construction, land development and other land acquisitions which represent 100% or more of an institution’s total risk-based capital; or (2) total commercial real estate loans representing 300% or more of the institution’s total risk-based capital and the institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months are identified as having potential commercial real estate concentration risk. Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios and may be required to hold higher levels of capital. The Company, like many community banks, has a concentration in commercial real estate loans, and the Company has experienced growth in its commercial real estate portfolio in recent years, including through the recently completed Partners Merger.
At June 30, 2025, non-owner-occupied commercial real estate loans (including construction, land and land development loans) represented 342.91% of total risk based capital, a decrease compared to 365.65% at December 31, 2024, primarily due to the New Jersey Branch Sale. Construction, land and land development loans represented 45.88% of total risk based capital at June 30, 2025 compared to 55.97% at December 31, 2024. These percentages of non-owner-occupied commercial real estate loans to total risk based capital, and construction loans to total risk based capital were calculated using total loans in accordance with prevailing regulatory guidance. Management has implemented and continues to maintain heightened risk management procedures and prudent underwriting criteria with respect to its commercial real estate portfolio. Loan monitoring practices include but are not limited to periodic stress testing analysis to evaluate changes to cash flows and changes in collateral values to determine the loan level of stress over key underwriting metrics such as debt service coverage ratios, and loan-to-value ratios. Nevertheless, we may be required to maintain higher levels of capital as a result of our commercial real estate concentrations, which could require us to obtain additional capital and may adversely affect shareholder returns. The Company's Capital Policy and Capital Plan has established internal minimum targets for regulatory capital ratios that are in excess of well capitalized ratios.
At June 30, 2025 and December 31, 2024, the Company had no concentrations of loans in any one industry exceeding 10% of its total loan portfolio. An industry for this purpose is defined as a group of businesses that are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions.
Deposits grew by $95.8 million, or 4.1%, to $2.46 billion at June 30, 2025 from $2.36 billion at December 31, 2024. Changes in the deposit types are presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
|
Change |
|
|
% |
|
Demand, noninterest-bearing |
|
$ |
646,654 |
|
|
$ |
658,646 |
|
|
$ |
(11,992 |
) |
|
|
(1.8 |
)% |
Demand, interest-bearing |
|
|
576,050 |
|
|
|
525,173 |
|
|
|
50,877 |
|
|
|
9.7 |
|
Money market and savings |
|
|
580,143 |
|
|
|
540,030 |
|
|
|
40,113 |
|
|
|
7.4 |
|
Time deposits, $250,000 and over |
|
|
177,897 |
|
|
|
164,901 |
|
|
|
12,996 |
|
|
|
7.9 |
|
Time deposits, other |
|
|
400,665 |
|
|
|
368,217 |
|
|
|
32,448 |
|
|
|
8.8 |
|
Brokered deposits |
|
|
75,000 |
|
|
|
103,615 |
|
|
|
(28,615 |
) |
|
|
(27.6 |
) |
Total deposits |
|
$ |
2,456,409 |
|
|
$ |
2,360,582 |
|
|
$ |
95,827 |
|
|
|
4.1 |
% |
The above table does not include deposits that were held for sale at December 31, 2024 related to the New Jersey Branch Sale.
The increase of $38.9 million in demand deposits during the first six months of 2025 was primarily the result of new accounts opened during the first six months of 2025, primarily interest-bearing, partially offset by net decreases in existing account balances, with new accounts contributing approximately $70.0 million to the total balance at June 30, 2025. New accounts opened during the first six months of 2025 also explained the growth in money market and savings accounts, contributing $65.3 million to the overall balance growth of $40.1 million.
The increase of $45.4 million in total time deposits during the first six months of 2025 was primarily the result of new account openings during the first three months of the year, partially offset by decreases in account balances, with new accounts contributing approximately $105.3 million to the total balance at June 30, 2025.
The Company has estimated deposits that exceed the FDIC insurance limit of $250,000 of $893.8 million, or 36.4% of total deposits and $807.5 million, or 34.7% of total deposits at June 30, 2025 and December 31, 2024, respectively. Total uninsured deposits is calculated based on regulatory reporting requirements and reflects the portion of any deposit of a customer at an insured depository institution that exceeds the applicable FDIC insurance coverage for that depositor at that institution and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regime. As of June 30, 2025 and December 31, 2024, the total uninsured deposits includes $40.8 million and $44.2 million, respectively, of municipal deposits that exceed the FDIC insurance limits. These municipal deposits are fully secured with pledged securities from our available for sale securities portfolio.
At both June 30, 2025 and December 31, 2024, long-term borrowings consisted of $40.0 million in long-term FHLB advances. In the first quarter of 2024, the Company replaced some of its overnight borrowings with a lower cost, $40 million term advance with a fixed interest rate of 4.827%, maturing in February 2026.
At June 30, 2025 and December 31, 2024, short term FHLB advances were $0 and $10 million, respectively.
During the second quarter of 2023, the Company entered into a pay fixed/received variable interest rate swap with a notional amount of $75 million which has a fixed rate of 3.28%, and a maturity of five years. As part of the transaction, the Company will receive an offset to the interest incurred on either a mix of one-month FHLB advances or brokered certificates of deposit at a rate equal to one-month SOFR. Our time deposits balance as of June 30, 2025 contained $75 million of one-month maturity brokered deposits that matured in July 2025. As part of our interest rate swap transaction, the Company has committed to maintain either one-month advances from the FHLB or brokered deposits with a duration of one month through May 2028.
Subordinated debt with a carrying value of $20.1 million was assumed as part of the Gratz Merger. These notes bear interest at a fixed interest rate of 5.0% per year for five years and then float at an index tied to the SOFR. The notes have a term of ten years, with a maturity date of October 1, 2030. The notes are redeemable at the option of the Company, in whole or in part, subject to any required regulatory approvals after five years, or beginning October 1, 2025.
Additionally, on April 8, 2022, LINKBANCORP issued subordinated debt with a carrying value of $20.0 million. These notes bear interest at a fixed annual rate of 4.50% per year up to April 15, 2027 and then float to an index tied to the three-month SOFR, plus 203 basis points. Subject to limited exceptions, the Company cannot redeem the notes before the fifth anniversary of the issuance date.
Subordinated notes with carrying value of $22.2 million were assumed in the Partners Merger within two tranches of debt issuances. The first tranche has a face value of $4.5 million and bear interest at a fixed rate of 6.875% per year until maturity in April 2028. The second tranche has a face value of $18.05 million and bear interest at a fixed rate of 6.0% per year until it became redeemable on July 1, 2025. Subsequent to becoming redeemable, it will bear interest at a variable rate of 90 days SOFR plus 590 basis points.
Total shareholders’ equity increased by $17.8 million, or 6.34%, to $298.0 million at June 30, 2025 from $280.2 million at December 31, 2024. The increase was primarily attributable to net income of $22.7 million for the first six months ended June 30, 2025. This increase was partially offset by dividends of $5.6 million for the six months ended June 30, 2025.
Comparison of Results of Operations for the Three Months Ended June 30, 2025 and 2024
General: Net income was $7.4 million for the three months ended June 30, 2025, or $0.20 per diluted share, an increase of $1.6 million compared to net income of $5.8 million, or $0.16 per diluted share, for the three months ended June 30, 2024.
The increase in net income for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024 was primarily the result of an increase in noninterest income of $1.1 million, a decrease in interest expense of $588 thousand, and a decrease in noninterest expense of $835 thousand. Offsetting the increase in net income was a decrease in interest and dividend income of $123 thousand for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Analysis of Net Interest Income
Net interest income represents the difference between the interest the Company earns on its interest-earning assets, such as loans and investment securities, and the expense the Company pays on interest-bearing liabilities, such as deposits and borrowings. Net interest income depends on both the volume of our interest-earning assets and interest-bearing liabilities and the interest rates the Company earns or pays on them.
Average Balances, Interest and Average Yields: The following table sets forth certain information relating to average balance sheets and reflects the average annualized yield on interest-earning assets and average annualized cost of interest-bearing liabilities, interest earned and interest paid for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of interest-earning assets or interest-bearing liabilities, respectively, for the periods presented. Average balances are derived from daily balances over the periods indicated. The average balances for loans are net of allowance for credit losses, but include non-accrual loans. The loan yields include net amortization of certain deferred fees and costs that are considered adjustments to yields. Yields on earning assets are shown on a fully taxable-equivalent basis assuming a tax rate of 21%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30, |
|
|
|
2025 |
|
|
2024 |
|
(Dollars in thousands) |
|
Avg Bal |
|
|
Interest (2) |
|
|
Yield/Rate |
|
|
Avg Bal |
|
|
Interest (2) |
|
|
Yield/Rate |
|
Int. Earn. Cash |
|
$ |
114,315 |
|
|
$ |
1,097 |
|
|
|
3.85 |
% |
|
$ |
121,340 |
|
|
$ |
1,395 |
|
|
|
4.62 |
% |
Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable (1) |
|
|
152,185 |
|
|
|
1,819 |
|
|
|
4.79 |
% |
|
|
125,885 |
|
|
|
1,592 |
|
|
|
5.09 |
% |
Tax-Exempt |
|
|
42,688 |
|
|
|
478 |
|
|
|
4.49 |
% |
|
|
41,776 |
|
|
|
443 |
|
|
|
4.26 |
% |
Total Securities |
|
|
194,873 |
|
|
|
2,297 |
|
|
|
4.73 |
% |
|
|
167,661 |
|
|
|
2,035 |
|
|
|
4.88 |
% |
Total Cash Equiv. and Investments |
|
|
309,188 |
|
|
|
3,394 |
|
|
|
4.40 |
% |
|
|
289,001 |
|
|
|
3,430 |
|
|
|
4.77 |
% |
Total Loans (3) |
|
|
2,324,897 |
|
|
|
36,032 |
|
|
|
6.22 |
% |
|
|
2,280,041 |
|
|
|
36,112 |
|
|
|
6.37 |
% |
Total Interest-Earning Assets |
|
|
2,634,085 |
|
|
|
39,426 |
|
|
|
6.00 |
% |
|
|
2,569,042 |
|
|
|
39,542 |
|
|
|
6.19 |
% |
Other Assets |
|
|
183,156 |
|
|
|
|
|
|
|
|
|
212,097 |
|
|
|
|
|
|
|
Total Assets |
|
$ |
2,817,241 |
|
|
|
|
|
|
|
|
$ |
2,781,139 |
|
|
|
|
|
|
|
Interest bearing demand |
|
$ |
547,177 |
|
|
$ |
3,207 |
|
|
|
2.35 |
% |
|
$ |
446,109 |
|
|
$ |
2,457 |
|
|
|
2.22 |
% |
Money market demand |
|
|
553,294 |
|
|
|
3,099 |
|
|
|
2.25 |
% |
|
|
581,223 |
|
|
|
3,271 |
|
|
|
2.26 |
% |
Time deposits |
|
|
609,322 |
|
|
|
6,161 |
|
|
|
4.06 |
% |
|
|
642,919 |
|
|
|
7,343 |
|
|
|
4.59 |
% |
Total Borrowings (4) |
|
|
152,668 |
|
|
|
1,910 |
|
|
|
5.02 |
% |
|
|
151,596 |
|
|
|
1,894 |
|
|
|
5.02 |
% |
Total Interest-Bearing Liabilities |
|
|
1,862,461 |
|
|
|
14,377 |
|
|
|
3.10 |
% |
|
|
1,821,847 |
|
|
|
14,965 |
|
|
|
3.30 |
% |
Non Int Bearing Deposits |
|
|
628,962 |
|
|
|
|
|
|
|
|
|
657,939 |
|
|
|
|
|
|
|
Total Cost of Funds |
|
$ |
2,491,423 |
|
|
$ |
14,377 |
|
|
|
2.31 |
% |
|
$ |
2,479,786 |
|
|
$ |
14,965 |
|
|
|
2.43 |
% |
Other Liabilities |
|
|
30,815 |
|
|
|
|
|
|
|
|
|
31,519 |
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
2,522,238 |
|
|
|
|
|
|
|
|
$ |
2,511,305 |
|
|
|
|
|
|
|
Shareholders' Equity |
|
$ |
295,003 |
|
|
|
|
|
|
|
|
$ |
269,834 |
|
|
|
|
|
|
|
Total Liabilities & Shareholders' Equity |
|
$ |
2,817,241 |
|
|
|
|
|
|
|
|
$ |
2,781,139 |
|
|
|
|
|
|
|
Net Interest Income/Spread (FTE) |
|
|
|
|
|
25,049 |
|
|
|
2.90 |
% |
|
|
|
|
|
24,577 |
|
|
|
2.89 |
% |
Tax-Equivalent Basis Adjustment |
|
|
|
|
|
(100 |
) |
|
|
|
|
|
|
|
|
(93 |
) |
|
|
|
Net Interest Income |
|
|
|
|
$ |
24,949 |
|
|
|
|
|
|
|
|
$ |
24,484 |
|
|
|
|
Net Interest Margin |
|
|
|
|
|
|
|
|
3.80 |
% |
|
|
|
|
|
|
|
|
3.83 |
% |
(1) Taxable income on securities includes income from available for sale securities and income from certificates of deposits with other banks. |
|
(2) Income stated on a tax equivalent basis which is non-GAAP and is reconciled to GAAP at the bottom of the table. |
|
(3) Includes the balances of nonaccrual loans. |
|
(4) Includes the effect of the interest rate swap, which reduced interest expense by $196 thousand and $387 thousand during the three months ended June 30, 2025 and 2024, respectively. |
|
Rate/Volume Analysis
The following table reflects the sensitivity of the Company’s interest income and interest expense to changes in volume and in yields on interest-earning assets and costs of interest-bearing liabilities during the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2025 vs. 2024 Increase (Decrease) Due To: |
|
(Dollars in thousands) |
|
Rate |
|
|
Volume |
|
|
Net |
|
Interest Income: |
|
|
|
|
|
|
|
|
|
Int. Earn. Cash |
|
$ |
(217 |
) |
|
$ |
(81 |
) |
|
$ |
(298 |
) |
Securities |
|
|
|
|
|
|
|
|
|
Taxable |
|
|
(114 |
) |
|
|
341 |
|
|
|
227 |
|
Tax-Exempt |
|
|
25 |
|
|
|
10 |
|
|
|
35 |
|
Total Securities |
|
|
(89 |
) |
|
|
351 |
|
|
|
262 |
|
Total Loans |
|
|
(792 |
) |
|
|
712 |
|
|
|
(80 |
) |
Total Interest-Earning Assets |
|
|
(1,098 |
) |
|
|
982 |
|
|
|
(116 |
) |
Interest Expense: |
|
|
|
|
|
|
|
|
|
Interest bearing demand |
|
|
177 |
|
|
|
573 |
|
|
|
750 |
|
Money market demand |
|
|
(14 |
) |
|
|
(158 |
) |
|
|
(172 |
) |
Time deposits |
|
|
(798 |
) |
|
|
(384 |
) |
|
|
(1,182 |
) |
Total Borrowings |
|
|
— |
|
|
|
16 |
|
|
|
16 |
|
Total Interest-Bearing Liabilities |
|
|
(635 |
) |
|
|
47 |
|
|
|
(588 |
) |
Change in Net Interest Income |
|
$ |
(463 |
) |
|
$ |
935 |
|
|
$ |
472 |
|
Net Interest Income: Net interest income increased $465 thousand, or 1.90% to $24.9 million for the three months ended June 30, 2025, compared to $24.5 million for the three months ended June 30, 2024. The increase can be mostly attributed to a decrease in the average rate paid on interest bearing liabilities. The increase was offset by a decrease in the average yield of loans. The net interest margin decreased three basis points to 3.80% for the three months ended June 30, 2025 from 3.83% for the three months ended June 30, 2024.
Interest Income: Interest income decreased to $39.3 million for the three months ended June 30, 2025, compared to $39.4 million for the three months ended June 30, 2024 primarily due to a decrease in interest income on total loans as a result of a decrease in the average yield of loans. The decrease in the average yield of interest earning assets which decreased 19 basis points to 6.00% for the three months ended June 30, 2025 compared to 6.19% for the comparable period in 2024 contributed $1.1 million to the decrease in interest income. The decrease in the average yield of loans which decreased 15 basis points on an annualized basis to 6.22% for the three months ended June 30, 2025 as compared to the same period in 2024 contributed $792 thousand to the decrease in interest income. This decrease was offset by an increase in the average balance on loans which increased $44.9 million from $2.28 billion for the three months ended June 30, 2024 to $2.32 billion for the three months ended June 30, 2025. In general, the lower average yield on the loan portfolio can be attributable to the amount of income recognized from the amortization of net loan discounts. Amortization of net loan discounts recorded as part of purchase accounting adjustments to acquired loans contributed $2.6 million to the increase in interest income during the three months ended June 30, 2025 compared to $3.6 million for the second quarter of 2024. Overall the average yield of interest earning assets decreased 19 basis points on an annualized basis to 6.00% for the three months ended June 30, 2025 as compared to the same period in 2024.
Interest Expense: Interest expense decreased by $588 thousand, or 3.93%, to $14.4 million for the three months ended June 30, 2025, compared to $15.0 million for the three months ended June 30, 2024. The decrease in interest expense was primarily due to the decrease in the average rate paid on interest bearing liabilities, which decreased 20 basis points on an annualized basis to 3.10% for the three months ended June 30, 2025 compared to 3.30% for the three months ended June 30, 2024. The decrease in interest expense was partially offset by an increase in the average balance on interest bearing liabilities. The average balance on interest-bearing liabilities increased $40.6 million from $1.82 billion for the three months ended June 30, 2024 to $1.86 billion for the three months ended June 30, 2025. Amortization, including the sale of three solution centers and regular amortization, of net discounts on acquired interest bearing liabilities recorded as part of purchase accounting adjustments through the Partners Merger contributed $135 thousand to the increase in interest expense during the three months ended June 30, 2025 compared to amortization of $591 thousand during the second quarter of 2024. Interest expense on borrowings was reduced by $133 thousand and $387 thousand during the second quarters of 2025 and 2024, respectively, due to the impact of the interest rate swap.
Provision for Credit Losses: The provision for credit losses is the resulting expense from the allowances for credit losses on loans, unfunded commitments, and held-to-maturity securities. The provision for credit losses was $344 thousand for the three months ended June 30, 2025, compared to a provision of $0 for the three months ended June 30, 2024. The majority of the provision for credit losses was attributable to an increase in the allowance for credit losses on unfunded commitments at June 30, 2025 when compared to June 30, 2024.
The Company completes a comprehensive quarterly evaluation to determine its provision for credit losses. The evaluation reflects analyses of individual borrowers and historical loss experience, and changes in net loan balances, supplemented as necessary by credit judgment that considers observable trends, conditions, and other relevant environmental and economic factors.
Refer to Note 4 of the Notes to the Consolidated Financial Statement for additional details on the provision for credit losses.
Non-interest Income: Non-interest income increased by $1.1 million to $2.9 million for the three months ended June 30, 2025, from $1.9 million recognized during the same period in 2024. The increase was primarily due to a gain on sale of a building and an increase in service charges on deposit accounts.
Non-interest Expense: Non-interest expense decreased $835 thousand, or 4.42%, to $18.1 million for the three months ended June 30, 2025 from $18.9 million for the three months ended June 30, 2024. The decrease was largely due to: (1) a decrease of $615 thousand in merger and restructuring expenses; (2) a decrease of $251 thousand in occupancy expenses as a result of branch consolidations; and (3) a decrease of $121 thousand in amortization of intangible assets. These decreases were partially offset by an increase of $311 thousand in salaries and benefits, and a decrease of $254 thousand in other expenses mostly related to a decrease in Bank shares tax. The Bank shares tax decrease is the result of both a change in our apportionment factors for the Pennsylvania bank shares tax and an adjustment related to Pennsylvania EITC tax credits. This decrease was offset by an increase in charitable donations.
Income Tax Expense: Income tax expense for the three months ended June 30, 2025 totaled $2.1 million compared to an income tax expense of $1.6 million for the same period in 2024 as a result of an increase in income before income tax expense. The income tax expense recognized for the three months ended June 30, 2025 and 2024 was the direct result of our net income adjusted for tax free income. We recognized an income tax expense for the three months ended June 30, 2025 and 2024 at an effective tax rate of 22.0%. As a result of the Partners Merger, the Company has nexus in states with applicable state corporate income taxes which is adding to the effective tax rate and resulting in a rate greater than our statutory federal tax rate of 21% in some periods.
Comparison of Results of Operations for the Six Months Ended June 30, 2025 and 2024
General: Net income was $22.7 million for the six months ended June 30, 2025, or $0.61 per diluted share, an increase of $11.2 million compared to net income of $11.5 million, or $0.31 per diluted share, for the six months ended June 30, 2024.
The increase in net income for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024 was primarily the result of an increase in noninterest income of $12.6 million and an increase in interest and dividend income of $1.2 million. Offsetting the increase in net income was an increase in the provision for credit losses of $532 thousand, and an increase in income tax expense of $2.7 million.
Analysis of Net Interest Income
Net interest income represents the difference between the interest the Company earns on its interest-earning assets, such as loans and investment securities, and the expense the Company pays on interest-bearing liabilities, such as deposits and borrowings. Net interest income depends on both the volume of our interest-earning assets and interest-bearing liabilities and the interest rates the Company earns or pays on them.
Average Balances, Interest and Average Yields: The following table sets forth certain information relating to average balance sheets and reflects the average annualized yield on interest-earning assets and average annualized cost of interest-bearing liabilities, interest earned and interest paid for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of interest-earning assets or interest-bearing liabilities, respectively, for the periods presented. Average balances are derived from daily balances over the periods indicated. The average balances for loans are net of allowance for credit losses, but include non-accrual loans. The loan yields include net amortization of certain deferred fees and costs that are considered adjustments to yields. Yields on earning assets are shown on a fully taxable-equivalent basis assuming a tax rate of 21%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, |
|
|
|
2025 |
|
|
2024 |
|
(Dollars in thousands) |
|
Avg Bal |
|
|
Interest (2) |
|
|
Yield/Rate |
|
|
Avg Bal |
|
|
Interest (2) |
|
|
Yield/Rate |
|
Int. Earn. Cash |
|
$ |
113,957 |
|
|
$ |
2,069 |
|
|
|
3.66 |
% |
|
$ |
102,471 |
|
|
$ |
2,293 |
|
|
|
4.50 |
% |
Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable (1) |
|
|
147,952 |
|
|
|
3,568 |
|
|
|
4.86 |
% |
|
|
121,333 |
|
|
|
2,983 |
|
|
|
4.94 |
% |
Tax-Exempt |
|
|
43,240 |
|
|
|
959 |
|
|
|
4.47 |
% |
|
|
42,344 |
|
|
|
900 |
|
|
|
4.27 |
% |
Total Securities |
|
|
191,192 |
|
|
|
4,527 |
|
|
|
4.77 |
% |
|
|
163,677 |
|
|
|
3,883 |
|
|
|
4.77 |
% |
Total Cash Equiv. and Investments |
|
|
305,149 |
|
|
|
6,596 |
|
|
|
4.36 |
% |
|
|
266,148 |
|
|
|
6,176 |
|
|
|
4.67 |
% |
Total Loans (3)(4) |
|
|
2,340,413 |
|
|
|
73,073 |
|
|
|
6.30 |
% |
|
|
2,263,595 |
|
|
|
72,237 |
|
|
|
6.42 |
% |
Total Interest-Earning Assets |
|
|
2,645,562 |
|
|
|
79,669 |
|
|
|
6.07 |
% |
|
|
2,529,743 |
|
|
|
78,413 |
|
|
|
6.23 |
% |
Other Assets |
|
|
191,799 |
|
|
|
|
|
|
|
|
|
211,138 |
|
|
|
|
|
|
|
Total Assets |
|
$ |
2,837,361 |
|
|
|
|
|
|
|
|
$ |
2,740,881 |
|
|
|
|
|
|
|
Interest bearing demand(5) |
|
$ |
546,906 |
|
|
$ |
6,255 |
|
|
|
2.31 |
% |
|
$ |
437,011 |
|
|
$ |
4,400 |
|
|
|
2.02 |
% |
Money market demand(5) |
|
|
557,551 |
|
|
|
6,036 |
|
|
|
2.18 |
% |
|
|
584,121 |
|
|
|
6,445 |
|
|
|
2.22 |
% |
Time deposits(5) |
|
|
621,040 |
|
|
|
12,533 |
|
|
|
4.07 |
% |
|
|
628,616 |
|
|
|
14,073 |
|
|
|
4.50 |
% |
Total Borrowings (6) |
|
|
151,269 |
|
|
|
3,864 |
|
|
|
5.15 |
% |
|
|
144,509 |
|
|
|
3,938 |
|
|
|
5.48 |
% |
Total Interest-Bearing Liabilities |
|
|
1,876,766 |
|
|
|
28,688 |
|
|
|
3.08 |
% |
|
|
1,794,257 |
|
|
|
28,856 |
|
|
|
3.23 |
% |
Non Int Bearing Deposits(5) |
|
|
640,730 |
|
|
|
|
|
|
|
|
|
646,728 |
|
|
|
|
|
|
|
Total Cost of Funds |
|
$ |
2,517,496 |
|
|
$ |
28,688 |
|
|
|
2.30 |
% |
|
$ |
2,440,985 |
|
|
$ |
28,856 |
|
|
|
2.38 |
% |
Other Liabilities |
|
|
30,368 |
|
|
|
|
|
|
|
|
|
31,360 |
|
|
|
|
|
|
|
Total Liabilities |
|
$ |
2,547,864 |
|
|
|
|
|
|
|
|
$ |
2,472,345 |
|
|
|
|
|
|
|
Shareholders' Equity |
|
$ |
289,497 |
|
|
|
|
|
|
|
|
$ |
268,536 |
|
|
|
|
|
|
|
Total Liabilities & Shareholders' Equity |
|
$ |
2,837,361 |
|
|
|
|
|
|
|
|
$ |
2,740,881 |
|
|
|
|
|
|
|
Net Interest Income/Spread (FTE) |
|
|
|
|
|
50,981 |
|
|
|
2.99 |
% |
|
|
|
|
|
49,557 |
|
|
|
3.00 |
% |
Tax-Equivalent Basis Adjustment |
|
|
|
|
|
(201 |
) |
|
|
|
|
|
|
|
|
(189 |
) |
|
|
|
Net Interest Income |
|
|
|
|
$ |
50,780 |
|
|
|
|
|
|
|
|
$ |
49,368 |
|
|
|
|
Net Interest Margin |
|
|
|
|
|
|
|
|
3.87 |
% |
|
|
|
|
|
|
|
|
3.92 |
% |
(1) Taxable income on securities includes income from available for sale securities and income from certificates of deposits with other banks. |
|
(2) Income stated on a tax equivalent basis which is non-GAAP and is reconciled to GAAP at the bottom of the table. |
|
(3) Includes the balances of nonaccrual loans. |
|
(4) Includes the effect of the interest rate swap, which reduced interest expense by $396 thousand and $773 thousand during the six months ended June 30, 2025 and 2024, respectively. |
|
Rate/Volume Analysis
The following table reflects the sensitivity of the Company’s interest income and interest expense to changes in volume and in yields on interest-earning assets and costs of interest-bearing liabilities during the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 vs. 2024 Increase (Decrease) Due To: |
|
(Dollars in thousands) |
|
Rate |
|
|
Volume |
|
|
Net |
|
Interest Income: |
|
|
|
|
|
|
|
|
|
Int. Earn. Cash |
|
$ |
(480 |
) |
|
$ |
256 |
|
|
$ |
(224 |
) |
Securities |
|
|
|
|
|
|
|
|
|
Taxable |
|
|
(59 |
) |
|
|
644 |
|
|
|
585 |
|
Tax-Exempt |
|
|
40 |
|
|
|
19 |
|
|
|
59 |
|
Total Securities |
|
|
(19 |
) |
|
|
663 |
|
|
|
644 |
|
Total Loans |
|
|
(1,393 |
) |
|
|
2,229 |
|
|
|
836 |
|
Total Interest-Earning Assets |
|
|
(1,892 |
) |
|
|
3,148 |
|
|
|
1,256 |
|
Interest Expense: |
|
|
|
|
|
|
|
|
|
Interest bearing demand |
|
|
786 |
|
|
|
1,069 |
|
|
|
1,855 |
|
Money market demand |
|
|
(111 |
) |
|
|
(298 |
) |
|
|
(409 |
) |
Time deposits |
|
|
(1,371 |
) |
|
|
(169 |
) |
|
|
(1,540 |
) |
Total Borrowings |
|
|
(258 |
) |
|
|
184 |
|
|
|
(74 |
) |
Total Interest-Bearing Liabilities |
|
|
(954 |
) |
|
|
786 |
|
|
|
(168 |
) |
Change in Net Interest Income |
|
$ |
(938 |
) |
|
$ |
2,362 |
|
|
$ |
1,424 |
|
Net Interest Income: Net interest income increased by $1.4 million, or 2.86%, to $50.8 million for the six months ended June 30, 2025, compared to $49.4 million for the six months ended June 30, 2024. The increase can be mostly attributed to higher average balances in loans and a decrease in interest expense resulting from a decrease in the average rate paid on interest bearing liabilities. The net interest margin decreased five basis points to 3.87% for the six months ended June 30, 2025 from 3.92% for the six months ended June 30, 2024.
Interest Income: Interest income increased $1.2 million to $79.5 million for the six months ended June 30, 2025, compared to $78.2 million for the six months ended June 30, 2024 primarily due to an increase in interest income on loans as a result of the growth in the average balance of loans. The growth in the average balance of interest earning assets which increased $115.8 million to $2.65 billion for the six months ended June 30, 2025 compared to $2.53 billion for the comparable period in 2024 contributed $3.1 million to the increase in interest income. The growth in the average balance of interest earning assets was due primarily to the increase in the average balance of loans which increased $76.8 million to $2.34 billion for the six months ended June 30, 2025 as compared to the same period in 2024 contributed $2.2 million to the increase in interest income. This growth was partially offset by a decrease in the average yield on loans which decreased 12 basis points on an annualized basis from 6.42% for the six months ended June 30, 2024 to 6.30% for the six months ended June 30, 2025. In general, the lower average yield on the loan portfolio can be attributable to the amount of income recognized from the amortization of net loan discounts. Amortization of net loan discounts recorded as part of purchase accounting adjustments to acquired loans contributed $6.0 million to the increase in interest income during the six months ended June 30, 2025 compared to $8.1 million for the first half of 2024. Overall the average yield of interest earning assets decreased 16 basis points on an annualized basis to 6.07% for the six months ended June 30, 2025 as compared to the same period in 2024.
Interest Expense: Interest expense decreased by $168 thousand, or 0.58%, to $28.7 million for the six months ended June 30, 2025, compared to $28.9 million for the six months ended June 30, 2024. The decrease in interest expense was primarily due to the decrease in the interest rate paid on interest bearing liabilities. The average rate paid on interest-bearing liabilities decreased 15 basis points on an annualized basis from 3.23% for the six months ended June 30, 2024 to 3.08% for the six months ended June 30, 2025. The decrease in the interest rate paid was partially offset by an increase in the average balance of interest bearing liabilities, which increased $82.5 million to $1.88 billion for the six months ended June 30, 2025 compared to $1.79 billion for the six months ended June 30, 2024. Amortization of net discounts on acquired interest bearing liabilities recorded as part of purchase accounting adjustments through the Partners Merger contributed $299 thousand to interest expense during the six months ended June 30, 2025 compared to amortization of $1.6 million during the first six months of 2024. Interest expense on borrowings was reduced by $396 thousand and $773 thousand during the first six months of 2025 and 2024 respectively, due to the impact of the interest rate swap.
Provision for Credit Losses: The provision for credit losses is the resulting expense from the allowances for credit losses on loans, unfunded commitments, and held-to-maturity securities. The provision for credit losses was $572 thousand for the six months ended June 30, 2025, compared to a provision of $40 thousand for the six months ended June 30, 2024. The majority of the provision for credit losses can be attributable to an increase in forecasted losses on loans at June 30, 2025 when compared to June 30, 2024.
The Company completes a comprehensive quarterly evaluation to determine its provision for credit losses. The evaluation reflects analyses of individual borrowers and historical loss experience, and changes in net loan balances, supplemented as necessary by credit judgment that considers observable trends, conditions, and other relevant environmental and economic factors.
Refer to Note 4 of the Notes to the Consolidated Financial Statement for additional details on the provision for credit losses.
Non-interest Income: Non-interest income increased by $12.6 million to $16.2 million for the six months ended June 30, 2025, from $3.6 million recognized during the same period in 2024. The increase was primarily due to the gain on the New Jersey Branch Sale of $11.1 million and an increase of $472 thousand in service charges on deposit accounts.
Non-interest Expense: Non-interest expense decreased $427 thousand, or 1.12%, to $37.7 million for the six months ended June 30, 2025 from $38.2 million for the six months ended June 30, 2024. The decrease was largely due to: (1) a decrease of $630 thousand in merger and restructuring expenses; (2) a decrease in occupancy expenses of $365 thousand as a result of branch consolidations; and (3) a decrease of $321 thousand in professional fees.
Income Tax Expense: Income tax expense for the six months ended June 30, 2025 totaled $5.9 million compared to an income tax expense of $3.2 million for the same period in 2024 as a result of an increase in income before income tax expense. The income tax expense recognized for the six months ended June 30, 2025 and 2024 was the direct result of our net income adjusted for tax free income and non-deductible merger and branch sale related expenses. We recognized an income tax expense for the six months ended June 30, 2025 at an effective tax rate of 20.7%. As a result of the Partners Merger, the Company has nexus in states with applicable state corporate income taxes which is adding to the effective tax rate and resulting in a rate greater than our statutory federal tax rate of 21% in some periods. This is compared to income tax expense for the six months ended June 30, 2024 which resulted in an effective tax rate of 21.9% which is more than our federal statutory rate of 21%.
Liquidity, Commitments, and Capital Resources
The Company’s liquidity, represented by cash and due from banks, is a product of our operating, investing and financing activities. The Company’s primary sources of funds are deposits, principal repayments of securities and outstanding loans, and funds provided from operations. In addition, the Company invests excess funds in short-term interest-earnings assets such as overnight deposits or U.S. agency securities, which provide liquidity to meet lending requirements. While scheduled payments from the amortization of loans and securities and short-term investments are relatively predictable sources of funds, general interest rates, economic conditions and competition greatly influence deposit flows and repayments on loans and mortgage-backed securities.
The Company strives to maintain sufficient liquidity to fund operations, loan demand and to satisfy fluctuations in deposit levels. The Company is required to have enough investments that qualify as liquid assets in order to maintain sufficient liquidity to ensure safe and sound banking operations. Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans. Our attempts to maintain adequate but not excessive liquidity, and liquidity management is both a daily and long-term function of the Company’s business management. We manage our liquidity in accordance with a board of directors-approved asset liability policy, which is administered by the Company’s asset-liability committee (“ALCO”). ALCO reports interest rate sensitivity, liquidity, capital and investment-related matters on a quarterly basis to the Company’s board of directors.
The Company reviews cash flow projections regularly and updates them in order to maintain liquid assets at levels believed to meet the requirements of normal operations, including loan commitments and potential deposit outflows from maturing certificates of deposit and savings withdrawals. Certificates of deposit due within one year of June 30, 2025, totaled $606.8 million, or 92.3% of our certificates of deposit, and 24.7% of total deposits. Of these certificates of deposit, $75.0 million are brokered deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other deposits and FHLB advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered. Additionally, approximately 13.2% of our deposits (measured on a year-to-date average balance) consisted of balances in escrow-type deposits which are distributed among different customers with no customer exceeding our policy limits on size of deposits. While deposits are the Company’s primary source of funds, when needed the Company is also able to generate cash through borrowings from the Federal Home Loan Bank of Pittsburgh (“FHLB”). At June 30, 2025, the Company had $40.0 million in outstanding FHLB borrowings with a remaining available capacity with FHLB, subject to certain collateral restrictions, of approximately $715.3 million.
In addition to our available borrowing capacity at the FHLB, the Company has lines of credit with multiple financial institutions that provide an available $77.0 million of additional liquidity at June 30, 2025. The Company also maintains available credit at the Federal Reserve Bank's Discount Window of $23.6 million at June 30, 2025.
The following table shows the Company's available liquidity at June 30, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands) |
|
|
|
|
|
|
|
Liquidity Source |
|
Capacity |
|
|
Outstanding |
|
|
Available |
|
Federal Home Loan Bank |
|
$ |
755,311 |
|
|
$ |
40,000 |
|
|
$ |
715,311 |
|
Federal Reserve Bank Discount Window |
|
|
23,576 |
|
|
|
— |
|
|
|
23,576 |
|
Correspondent Banks |
|
|
77,000 |
|
|
|
— |
|
|
|
77,000 |
|
Total |
|
$ |
855,887 |
|
|
$ |
40,000 |
|
|
$ |
815,887 |
|
Consistent with the Company’s goals to operate as a sound and profitable financial institution, the Company actively seeks to maintain the Bank's status as a well-capitalized institution in accordance with regulatory standards. As of June 30, 2025 and December 31, 2024, the Bank met the capital requirements to be considered “well capitalized.” See Note 9 within the Notes to the unaudited Consolidated Financial Statements for more information regarding our capital resources.
Off-Balance Sheet Arrangements and Contractual Obligations
See Note 10 within the Notes to the unaudited Consolidated Financial Statements beginning for more information regarding the Company’s off-balance sheet arrangements.
Critical Accounting Estimates
It is management’s opinion that accounting estimates covering certain aspects of the Company’s business have more significance than others due to the relative importance of those areas to overall performance, or the level of subjectivity required in making such estimate, which have a material impact on the carrying value of certain assets and liabilities. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. The more significant areas in which the Company's management applies critical assumptions and estimates include the following:
Allowance for credit losses: The loan portfolio is the biggest asset on the Company's balance sheet. The allowance for credit losses represents management's estimate of credit losses in the loan portfolio at the balance sheet date. A provision for credit losses is recorded to adjust the level of the allowance for credit losses as deemed necessary by management. The allowance for credit losses consists of reserves on loans that share similar risk characteristics, and reserves on loans that do not share similar risk characteristics.
Expected credit losses are estimated over the contractual term of the loan, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a restructured loan will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancelable by the Company. Management’s determination of the adequacy of the allowance for credit losses is based on periodic evaluations of past events, including historical credit loss experience on financial assets with similar risk characteristics, historical credit losses experienced by peer institutions on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets. This evaluation has subjective components requiring material estimates, including forecasted national economic conditions such as U.S. GDP and U.S civilian unemployment rate, expected default probabilities, the expected loss given default, and the amounts and timing of expected future cash flows. This evaluation is also subject to adjustment through qualitative factor considerations. All of these factors may be susceptible to significant change.
Changes in the Federal Open Market Committee (the "FOMC") median forecasted year over year U.S. civilian unemployment rate, the year over year change in U.S. GDP, and S&P/Case-Shiller U.S. National Home Price Index ("HPI") could have a material impact on the model's estimation of the allowance. FOMC projections are sourced from a quarterly Summary of Projections, which accompanies select FOMC meetings. An immediate "shock" or increase of 25% in the FOMC's projected rate of U.S. civilian unemployment, a decrease of 25% in the FOMC's projected rate of U.S. GDP growth, and 25% decrease in the HPI would increase the model's total calculated allowance by approximately $5.3 million, or 21.4%, to $29.9 million as of June 30, 2025, assuming qualitative adjustments are kept at current levels. An immediate decrease of 25% in the FOMC's projected rate of U.S. civilian unemployment, an increase of 25% in the FOMC's projected rate of U.S. GDP growth, and 25% increase in the HPI would decrease the model's total calculated allowance by approximately $3.9 million, or 15.8%, to $20.8 million as of June 30, 2025, assuming qualitative adjustments are kept at current levels. While management's current evaluation of the allowance for credit losses indicates that the allowance is appropriate, the allowance may need to be increased under adversely different conditions or assumptions. Additionally, changes in those factors and inputs may not occur at the same rate and inputs may be directionally inconsistent, such that improvements in one factor may offset deterioration in others.
Generally, loans that do not share similar risk characteristics are collateral-dependent and impairment is measured through the collateral method. Appraisals of the underlying value of property securing loans are critical in determining impairment. Assumptions used in appraisals could affect the valuation of a property securing a loan and the related allowance determined.
Management reviews the assumptions supporting such appraisals to determine that resulting values reasonably reflect amounts realizable on related loans.
When the measurement of these loans is less than the recorded investment in the loan, the shortfall is recorded through the allowance for credit losses. To the extent that actual results differ from management estimates, additional provisions for credit losses may be required that would adversely impact earnings in future periods.
Recently Issued Accounting Standards
Recently issued accounting standards are included in Note 1 of the Notes to the unaudited Consolidated Financial Statements.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on their evaluation of the Company’s disclosure controls and procedures as of June 30, 2025, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and regulations and are operating in an effective manner.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as such term is defined in 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
At June 30, 2025, the Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which involve amounts in the aggregate believed by management to be immaterial to the financial condition and operating results of the Company.
Item 1A – Risk Factors
There have been no material changes to the risk factors set forth under Item 1.A. Risk Factors as set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3.
None
Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
During the second quarter of 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.
Item 6. Exhibits
EXHIBIT INDEX
** Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheet as of June 30, 2025 and December 31, 2024; (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024; (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024; (v) Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2025 and 2024; and (vi) Notes to Unaudited Consolidated Financial Statements.
SIGNATURES
Pursuant to 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.
Date: August 8, 2025
LINKBANCORP, INC.
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By: |
/s/ Andrew Samuel |
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Andrew Samuel |
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Vice Chairman and Chief Executive Officer |
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(Principal Executive Officer) |
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By: |
/s/ Kristofer Paul |
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Kristofer Paul |
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Chief Financial Officer |
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(Principal Financial Officer) |
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(Principal Accounting Officer) |
EX-3.3
2
lnkb-ex3_3.htm
EX-3.3
EX-3.3
AMENDED AND RESTATED BYLAWS OF
LINKBANCORP, INC.
ARTICLE I: OFFICES
Section 1.1 Registered Office. LINKBANCORP, Inc. (the “Corporation”) shall have and continuously maintain in the Commonwealth of Pennsylvania a registered office which may, but need not, be the same as its place of business and at an address to be designated from time to time by the Board of Directors.
Section 1.2 Other Offices. The Corporation may also have offices at such other places as the Board of Directors may from time to time designate or the business of the Corporation may require.
ARTICLE II: SHAREHOLDERS’ MEETINGS
Section 2.1 Place of Meeting. All meetings of the shareholders shall be held at such time and place as may be fixed from time to time by the Board of Directors. The Board of Directors may, in its discretion, determine that the meeting may be held solely by remote communication.
Section 2.2 Meetings of Shareholders by Remote Communication. If authorized by the Board of Directors, and subject to any guidelines and procedures adopted by the Board of Directors, shareholders not physically present at a meeting of shareholders may participate in a meeting of shareholders by remote communication, and may be considered present in person and may vote at a meeting of shareholders held at a designated place or held solely by remote communication, subject to the conditions imposed by applicable law.
Section 2.3 Annual Meeting. An annual meeting of shareholders, for the purpose of electing directors and transacting any other business as may be brought before the meeting, shall be held on such date and time as shall be fixed by the Board of Directors and designated in the notice of the meeting.
Section 2.4 Special Shareholders’ Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or a majority of the Board of Directors. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which, if the meeting is called pursuant to a statutory right, shall be held not more than sixty (60) days after the receipt of the request. If the Secretary neglects or refuses to fix the time of the meeting, the person or persons calling the meeting may do so.
Section 2.5 Shareholder Nominations and Proposals. (a) Except as otherwise provided by applicable statute or these Bylaws, the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (i) by or at the direction of the Board of Directors; (ii) pursuant to the Corporation’s notice of meeting (or any supplement thereto); or (iii) by any shareholder of the Corporation who (A) is a shareholder of record at the time of giving of notice provided for in subsection (b) of this Section 2.5 and will be such at the time of the meeting; (B) is entitled to vote at the meeting; and (C) complies with the notice and other procedures set forth in subsection (b) of this Section 2.5. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of subsection (a) of this Section 2.5, the shareholder or shareholders of record intending to propose the business (the “proposing shareholder”) must have given written notice of the proposing shareholder’s nomination or proposal, either by personal delivery or by United States mail to the Secretary no earlier one hundred twenty (120) calendar days and no later than ninety (90) calendar days prior to the first anniversary of the previous year’s annual meeting.
If the Corporation did not hold an annual meeting the previous year or if the current year’s meeting is called for a date that is not within thirty (30) days of the anniversary of the previous year’s annual meeting, notice must be received no later than ten (10) calendar days following the day on which public announcement of the date of the annual meeting is first made. In no event will an adjournment or postponement of an annual meeting of shareholders begin a new time period for giving a proposing shareholder’s notice as provided above.
A proposing shareholder’s notice shall include as to each matter the proposing shareholder proposes to bring before either an annual or special meeting:
(i)
the name and address of the proposing shareholder;
(ii)
the class and number of shares of the Corporation held by the proposing shareholder;
(iii)
if the notice regards a nomination of a candidate for election as director: (A) the name, age, and business and residence address of the candidate; (B) the principal occupation or employment of the candidate; and (C) the class and number of shares of the Corporation beneficially owned by the candidate; and
(iv)
if the notice regards a proposal other than a nomination of a candidate for election as director, a brief description of the business desired to be brought before the meeting, and the material interest of the proposing shareholder in such proposal.
Section 2.6 Record Date for Shareholder Action. The Board of Directors may fix a time, not more than ninety (90) days prior to the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case, only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend or to receive such allotment of rights or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of such period, and in such case written or printed notice thereof shall be mailed at least ten (10) days before closing thereof to each shareholder of record at the address appearing on the records of the Corporation or supplied by him or her to the Corporation for the purpose of notice. While the stock transfer books of the Corporation are closed, no transfer of shares shall be made thereon. If no record date is fixed by the Board of Directors for the determination of shareholders entitled to receive notice of, and vote at, a shareholders’ meeting, transferees of shares which are transferred on the books of the Corporation within ten (10) days next preceding the date of such meeting shall not be entitled to notice of or to vote at such meeting.
Section 2.7 Notice. Written or printed notice of any annual or special meeting of shareholders shall be given not less than ten (10) days before the date of the meeting, unless a greater period of notice is required by law. Such notice shall state:
(a)
the time and date of the meeting;
(b)
the place of the meeting (if any);
(c)
the means of any remote communication by which shareholders and proxy holders may be considered present and may vote at the meeting; and
(d)
the purpose or purposes for which the meeting is called if (i) the meeting is a special meeting or (ii) notice of the meeting’s purpose is required by the Pennsylvania Business Corporation Law of 1988 (the “BCL”).
Upon the written request of any person entitled to call a special meeting to the Secretary at the registered office of the Corporation, it shall be the duty of the Secretary to fix the date of the meeting not more than sixty (60) days after the receipt of the request and give notice thereof.
Notice as provided by this Section 2.7 or otherwise under the BCL shall be given to a shareholder:
(a)
by first class or express mail (or by bulk mail with at least 20 days’ notice before the meeting), postage prepaid, or courier service, charges prepaid, to the shareholder’s postal address appearing on the books of the Corporation; or
(b)
by email or other electronic communication to the number or address supplied by the shareholder to the Corporation for the purpose of notice.
Any person entitled to notice of a meeting may file a written waiver of notice with the Secretary either before or after the time of the meeting. The participation or attendance at a meeting of a person entitled to notice constitutes waiver of notice, except where the person attends for the specific purpose of objecting to the lawfulness of the convening of the meeting.
Section 2.8 Voting Lists. The officer or agent having charge of the share transfer records for shares of the Corporation shall prepare an alphabetical list of all shareholders entitled to notice of the meeting, with the address of and the number of shares held by each shareholder. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share register or transfer book, or a duplicate thereof kept in the Commonwealth of Pennsylvania, shall be prima facie evidence as to who are the shareholders entitled to examine the list or share register or transfer book or to vote at any meeting of shareholders.
Section 2.9 Quorum of Shareholders. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for purposes of considering such matter, and unless otherwise provided by statute, the acts of such shareholders at a duly organized meeting shall be the acts of the shareholders. If, however, any meeting of shareholders cannot be organized because of lack of a quorum, those present, in person or by proxy, shall have the power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine, without notice other than an announcement at the meeting, until the requisite number of shareholders for a quorum shall be present, in person or by proxy, except that in the case of any meeting called for the election of directors, such meeting may be adjourned only for periods not exceeding fifteen (15) days as the holders of a majority of the shares present, in person or by proxy, shall direct, and those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors. At any adjourned meeting at which a quorum shall be present or so represented, any business may be transacted which might have been transacted at the original meeting if a quorum had been present. The shareholders present, in person or by proxy, at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 2.10 Conduct of Meetings. The Board of Directors, as it shall deem appropriate, may adopt by resolution rules and regulations for the conduct of meetings of the shareholders. At every meeting of the shareholders, the President, the Chief Executive Officer, or the Chairman of the Board of Directors, or in his or her absence or inability to act, a director or officer designated by the Board of Directors, shall serve as the presiding officer of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the presiding officer of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof.
The presiding officer shall determine the order of business and, in the absence of a rule adopted by the Board of Directors, shall establish rules for the conduct of the meeting. The presiding officer shall announce the close of the polls for each matter voted upon at the meeting, after which no ballots, proxies, votes, changes, or revocations will be accepted. Polls for all matters before the meeting will be deemed to be closed upon final adjournment of the meeting.
Section 2.11 Judge of Election. In advance of any meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting. The number of judges shall be one (1) or three (3). No person who is a candidate for office shall act as a judge. If there are three (3) judges of election, the decision, act, or certificate of a majority shall be the decision, act, or certificate of all.
Each judge of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. Each judge of election shall perform his or her duties impartially, in good faith, to the best of his or her ability, and as expeditiously as is practical. On request of the presiding officer or any shareholder or shareholders’ proxy, each judge shall make a report in writing of any challenge or question or matter determined by such judge and execute a certificate of any fact found by him or her.
Section 2.12 Voting Of Shares. Except as may be otherwise provided by statute or by the Articles of Incorporation, at every shareholders meeting, every shareholder entitled to vote at the meeting shall have the right to one vote for every share having voting power standing in his or her name on the books of the Corporation on the record date fixed for the meeting. No share shall be voted at any meeting if any installment is due and unpaid thereon.
Except to the extent provided otherwise by applicable law, the Articles of Incorporation, or these Bylaws, when a quorum is present at any meeting, a majority of the votes cast shall decide any question brought before such meeting. A majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to elect a director. The shareholders of the Corporation shall not have the right to cumulate their votes for the election of directors of the Corporation.
Section 2.13 Voting by Proxy or Nominee. Every shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholder or his duly authorized attorney-in-fact and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the Corporation. No unrevoked proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall a proxy, unless coupled with an interest, be voted after three (3) years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker, unless before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation.
Section 2.14 Action by Shareholders Without a Meeting. Any action required or permitted to be taken at an annual or special meeting of the shareholders may be taken without a meeting if, prior or after the action, a consent or consents thereto are signed by all of the shareholders who would be entitled to vote at a meeting for such purpose.
The consent or consents shall be filed with the Secretary of the Corporation for inclusion with the records of meetings of shareholders of the Corporation.
ARTICLE III: DIRECTORS
Section 3.1 Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised and done by the shareholders.
Section 3.2 Number of Directors. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors; provided, that the number of directors shall be not less than three (3) nor more than twenty-four (24). No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
Section 3.3 Term of Office. At the first annual meeting of shareholders and at each annual meeting thereafter, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting and until his successor has been selected and qualified or until the director’s earlier death, resignation, or removal.
Section 3.4 Removal by Shareholders. Any or all of the directors may be removed from office at any time with cause by a vote of the shareholders entitled to elect them. If one or more directors are so removed at a meeting of shareholders, the shareholders may elect new directors at the same meeting.
Section 3.5 Removal by the Board of Directors. The Board of Directors may declare vacant the office of a director who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment for a term of more than one (1) year or for any other proper cause which these Bylaws may specify or if, within sixty (60) days or such other time as these Bylaws may specify after notice of his or her selection, he or she does not accept the office either in writing or by attending a meeting of the Board of Directors and fulfill such other requirements of qualification as these Bylaws may specify.
Section 3.6 Resignation. A director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. A resignation is effective when the notice is received by the Corporation unless the notice specifies a future date. Acceptance of the resignation shall not be required to make the resignation effective. The pending vacancy may be filled in accordance with Section 3.7 of these Bylaws before the effective date, but the successor shall not take office until the effective date.
Section 3.7 Vacancies. A vacancy on the Board of Directors resulting from the removal of a director in accordance with Section 3.4 of these Bylaws may be filled by the shareholders at an annual or special meeting of shareholders. A director elected by the shareholders to fill a vacancy which resulted from the removal of a director shall hold office for the remaining term of his or her predecessor and until his or her successor is elected and qualified.
A vacancy on the Board of Directors resulting from any cause other than an increase in the number of directors or the removal of a director in accordance with Section 3.4 of these Bylaws may be filled by a majority of the remaining directors, whether or not sufficient to constitute a quorum. A vacancy on the Board of Directors resulting from an increase in the number of directors may be filled by a majority of the entire Board of Directors. A director elected by the board of directors to fill a vacancy serves until the next annual meeting of shareholders and until his or her successor is elected and qualified.
Section 3.8 Meetings of Directors. An annual meeting of directors shall be held immediately and without notice after and at the place of the annual meeting of shareholders. Other regular meetings of the directors may be held at such times and places within or outside the Commonwealth of Pennsylvania as the directors may fix by resolution.
Special meetings of the Board of Directors may be called by the President, by the Chief Executive Officer, by the Chairman of the Board of Directors, if any, by the Secretary, by any two directors, or by one director if there is only one director.
Section 3.9 Remote Communication. The Board of Directors may permit any or all directors to participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.
Section 3.10 Notice. Regular meetings of the Board of Directors may be held without notice of the date, time, place (if any), or purpose of the meeting. All special meetings of the Board of Directors shall be held upon not less than one (1) day’s notice. Such notice shall state:
(a)
the time and date of the meeting;
(b)
the place of the meeting (if any); and
(c)
the means of any remote communication by which directors may participate at the meeting.
Notice as provided by this Section 3.10 shall be given to a director personally, by telephone or voice mail, by first-class mail, by messenger or delivery service, or by electronic transmission.
A director entitled to notice of a meeting may deliver a waiver of notice to the Corporation in writing or by electronic transmission either before or after the time of the meeting. A director’s participation or attendance at a meeting shall constitute a waiver of notice.
Section 3.11 Quorum of Directors. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting in person or by conference telephone or similar communications equipment at which a quorum is present in person or by such communications equipment shall be the acts of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. If a quorum shall not be present in person or by communications equipment at any meeting of the directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or as permitted herein.
Section 3.12 Compensation. Directors may receive a stated salary for their services or a fixed sum and expenses for attendance at regular and special meetings, or any combination of the foregoing as may be determined from time to time by resolution of the Board of Directors, and nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 3.13 Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if, before or after the action, a consent or consents in writing or other record form is signed by, or email approval is received from, all of the directors in office, or all the committee members then appointed. The written consents must be filed with the minutes of the proceedings of the Board of Directors.
Section 3.14 Committees of the Board of Directors. The Board of Directors, by resolution adopted by a majority, may designate one or more directors to constitute an Executive Committee, an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, or any other committee to serve at the pleasure of the Board and to exercise the authority of the Board of Directors to the extent provided in the resolution establishing the committee and permitted by law. A committee of the Board of Directors shall not have the authority to:
(a)
submit to shareholders any action requiring the approval of shareholders under the BCL, the Articles of Incorporation, or these Bylaws;
(b)
create a vacancy, either by removing a director or increasing the number of directors, or fill a vacancy on the Board of Directors;
(c)
adopt, amend, or repeal any provision of these Bylaws;
(d)
amend or repeal any resolution of the Board of Directors that by its terms may only be amended or repealed by the Board of Directors; or
(e)
take action on matters to which exclusive authority is given to another committee by these Bylaws or resolution of the Board of Directors.
The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
Section 3.16 Audit Committee. The Board of Directors shall have the power and authority to appoint an Audit Committee, whose purpose and power shall be, to the extent permitted by law, to (a) retain, oversee and terminate, as necessary, the auditors of the company; (b) oversee the company's accounting and financial reporting processes and the audit and preparation of the company's financial statements; (c) exercise such other powers and authority as are set forth in the charter of the Audit Committee; and (d) exercise such other powers and authority as shall from time to time be assigned thereto by resolution of the Board of Directors.
ARTICLE IV: OFFICERS
Section 4.1 Positions and Election. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Treasurer, and a Secretary. At its option, the Board of Directors may elect a Chairman of the Board of Directors. The Board of Directors may also elect one or more Vice Presidents and such other officers and appoint such agents as it shall deem necessary, who shall hold their offices for such terms, have such authority and perform such duties as may from time to time be prescribed by the Board of Directors. Any two (2) or more offices may be held by the same person. Officers shall be elected annually at the meeting of the Board of Directors held after each annual meeting of shareholders. Each officer shall serve until a successor is elected and qualified or until the death, resignation, or removal of that officer. Vacancies or new offices shall be filled at the next regular or special meeting of the Board of Directors. Election or appointment of an officer or agent shall not of itself create contract rights. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.
Section 4.2 Removal and Resignation. Any officer elected by the Board of Directors may be removed, with or without cause, at any regular or special meeting of the Board of Directors by the affirmative vote of the majority of the directors in attendance where a quorum is present. Removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Any officer may resign at any time by delivering notice in writing or by electronic transmission to the Secretary of the Corporation.
Resignation is effective when the notice is delivered unless the notice provides a later effective date. Any vacancies may be filled in accordance with Section 4.1 of these Bylaws.
Section 4.3 Powers and Duties of Officers. The powers and duties of the officers of the Corporation shall be as provided from time to time by resolution of the Board of Directors or by direction of an officer authorized by the Board of Directors to prescribe the duties of other officers. In the absence of such resolution, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers of corporations similar in organization and business purposes to the Corporation subject to the control of the Board of Directors.
Section 4.4 Authority to Execute Agreements. All agreements of the Corporation shall be executed on behalf of the Corporation by (a) the Chief Executive Officer; (b) the President; (c) such other officer or employee of the Corporation authorized in writing by the Chief Executive Officer or the President, with such limitations or restrictions on such authority as the Chief Executive Officer or the President deems appropriate; or (d) such other person as may be authorized by the Board of Directors.
ARTICLE V: INDEMNIFICATION
Section 5.1 Indemnification.
(a) The Corporation shall indemnify any director, officer and/or employee, or any former director, officer and/or employee, who was or is a party to, or is threatened to be made a party to, or who is called to be a witness in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer and /or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b)
The Corporation shall indemnify any director, officer and/or employee, who was or is a party to, or is threatened by to be made a party to, or who is called as a witness in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer and/or employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against amounts paid in settlement and expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of, or serving as a witness in, such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and except that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for misconduct in the performance of his duty to the Corporation.
(c)
Except as may be otherwise ordered by a court, there shall be a presumption that any director, officer and/or employee is entitled to indemnification as provided in this Section 5.1 unless either a majority of the directors who are not involved in such proceedings (the “disinterested directors”) or, if there are less than three (3) disinterested directors, the holders of one-third of the outstanding shares of the Corporation determine that the person is not entitled to such presumption by certifying such determination in writing to the Secretary of the Corporation.
In such event the disinterested director(s) or, in the event of certification by shareholders, the Secretary of the Corporation shall request of independent counsel, who may be the outside general counsel of the Corporation, a written opinion as to whether or not the parties involved are entitled to indemnification under this Section 5.1. (d) Indemnification under this Article 5 shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Section 5.2 Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided under subsection (c) of Section 5.1 upon receipt of an undertaking by or on behalf of the director, officer and/or employee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation. Section 5.3 Non-Exclusivity of Indemnification Rights. The indemnification provided by this Article 5 shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity while serving as a director, officer and/or employee and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer and/or employee and shall inure to the benefit of the heirs and personal representatives of such a person. Section 5.4 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer and/or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of a corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article 5. ARTICLE VI: SHARE CERTIFICATES AND TRANSFER Section 6.1 Certificates Representing Shares. The share certificates of the Corporation shall state: (a) the name of the Corporation and that the Corporation is organized under the laws of the Commonwealth of Pennsylvania; (b) the name of the person to whom issued; (c) the number and class of shares and the designation of the series, if any, that the certificate represents; and (d) the par value of each share or a statement that such shares are without par value, as the case may be. The share certificates shall be signed by the Chief Executive Officer, the President or a Vice President and the Secretary or the Treasurer or any other person properly authorized by the Board of Directors, and shall bear the corporate seal, which seal may be a facsimile engraved or printed. Where the certificate is signed by a transfer agent or a registrar, the signature of any corporate officer on such certificate may be a facsimile, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon,
any share certificate shall have ceased to be such officer because of death, resignation or otherwise before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the date of its issue. No share shall be issued until the consideration therefor, fixed as provided by law, has been fully paid.
Notwithstanding anything herein to the contrary, any or all classes and series of shares, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. The Corporation shall, after the issuance or transfer of uncertificated shares, send to the registered owner of uncertificated shares a written notice containing the information required to be set forth or stated on certificates pursuant to the law of the Commonwealth of Pennsylvania. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
Section 6.2 Transfers Of Shares. Shares of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of shares shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully made in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of shares shall be valid as against the Corporation for any purpose until it shall have been entered in the share records of the Corporation by an entry showing from and to whom the shares were transferred.
Section 6.3 Registered Shareholders. The Corporation may treat the holder of record of any shares issued by the Corporation as the holder in fact thereof, for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares in accordance with the laws of the Commonwealth of Pennsylvania, or giving proxies with respect to those shares.
Section 6.4 Lost or Replacement Certificates. Except where shares are to be uncertificated, where a shareholder of the Corporation alleges the loss, theft or destruction of one or more certificates for shares of the Corporation and requests the issuance of a substitute certificate therefor, the Board of Directors may direct a new certificate of the same tenor and for the same number of shares to be issued to such person upon such person's making of an affidavit in form satisfactory to the Board of Directors setting forth the facts in connection therewith, provided that prior to the receipt of such request the Corporation shall not have either registered a transfer of such certificate or received notice that such certificate has been acquired by a bona fide purchaser. When authorizing such issue of a new certificate the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his or her heirs or legal representatives, as the case may be, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form and with surety or sureties, with fixed or open penalty, as shall be satisfactory to the Board of Directors, as indemnity for any liability or expense which it may incur by reason of the original certificate remaining outstanding.
ARTICLE VII: DISTRIBUTIONS
Section 7.1 Declaration. The Board of Directors may, from time to time, at any duly convened regular or special meeting or by unanimous consent in writing, declare and pay dividends upon the outstanding shares of capital stock of the Corporation in cash, property or shares of the Corporation, as long as any dividend shall not be in violation of law or the Articles of Incorporation.
Section 7.2 Record Date For Distributions And Share Dividends.
For the purpose of determining shareholders entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the Board of Directors may, at the time of declaring the distribution or share dividend, set a date no more than sixty (60) days prior to the date of the distribution or share dividend as the record date. If no record date is fixed, the record date shall be the date on which the resolution of the Board of Directors authorizing the distribution or share dividend is adopted.
ARTICLE VIII: MISCELLANEOUS
Section 8.1 Instruments. All checks, drafts, or other instruments for payment of money or notes of the Corporation shall be signed by an officer or officers or any other person or persons as shall be determined from time to time by resolution of the Board of Directors.
Section 8.2 Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors.
Section 8.3 Conflict With Applicable Law Or Articles Of Incorporation. Unless the context requires otherwise, the general provisions, rules of construction, and definitions of the BCL shall govern the construction of these Bylaws. These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.
Section 8.4 Invalid Provisions. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby.
Section 8.5 Books and Records. Any records maintained by the Corporation in the regular course of its business, including its share ledger, books of account, and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.
Section 8.6 Notices and Waivers. Whenever, under the provisions of applicable law or of the Articles of Incorporation or of these Bylaws, written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof through the mail by first class or express mail postage prepaid, or courier service, charges prepaid, facsimile transmission, email or other electronic communication, to his or her address appearing on the books of the Corporation or supplied by him or her to the Corporation for the purpose of notice. Unless otherwise provided in the Articles of Incorporation or these Bylaws, (a) if the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or the courier service for transmission to such person and (b) if notice is sent by facsimile transmission, email or other electronic communication, it shall have been deemed to have been given to the person entitled thereto when sent. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of shareholders, the general nature of the business to be transacted.
Any written notice required to be given to any person may be waived in writing signed by the person entitled to such notice whether before or after the time stated therein. Attendance of any person entitled to notice whether in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where any person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Where written notice is required of any meeting, the waiver thereof must specify the purpose only if it is for a special meeting of the shareholders. ARTICLE IX: AMENDMENT OF BYLAWS Section 9.1. Shareholders. These Bylaws may be amended, repealed, or otherwise altered at any regular or special meeting of the shareholders at which a quorum is present, by the affirmative vote of the holders of two-thirds of the issued and outstanding shares of the Corporation entitled to vote at such meeting. The notice of any meeting, at which action shall be taken to alter the Bylaws, shall include a copy of the proposed amendment or a summary of the changes proposed to be made. Section 9.2 Board of Directors. The Board of Directors may also make, amend, or repeal these Bylaws at any regular or special meeting of the Board of Directors at which a quorum is present, by a majority vote of the members attending, except with respect to any provision that the Articles of Incorporation, these Bylaws, or the BCL requires action by the shareholders and is subject to the power of the shareholders to change such action. Amended and Restated May 22, 2025
EX-31.1
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lnkb-ex31_1.htm
EX-31.1
EX-31.1
Exhibit 31.1
CERTIFICATION
I, Andrew Samuel, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of LINKBANCORP, INC.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statement for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: |
August 8, 2025 |
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/s/ Andrew Samuel |
Andrew Samuel |
Chief Executive Officer |
(Principal Executive Officer) |
EX-31.2
4
lnkb-ex31_2.htm
EX-31.2
EX-31.2
Exhibit 31.2
CERTIFICATION
I, Kristofer Paul, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of LINKBANCORP, INC.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: |
August 8, 2025 |
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/s/ Kristofer Paul |
Kristofer Paul |
Chief Financial Officer |
(Principal Financial Officer) |
(Principal Accounting Officer) |
EX-32
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lnkb-ex32.htm
EX-32
EX-32
Exhibit 32
CERTIFICATION
Pursuant to 18 U.S.C. § 1350, the undersigned officers of LINKBANCORP, INC. (the “Company”) hereby certify that the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
August 8, 2025
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/s/ Andrew Samuel |
Andrew Samuel |
Chief Executive Officer |
(Principal Executive Officer) |
|
/s/ Kristofer Paul |
Kristofer Paul |
Chief Financial Officer |
(Principal Financial Officer) |
(Principal Accounting Officer) |