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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
☐
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)
Pennsylvania
82-5130531
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1250 Camp Hill Bypass
,
Suite 202
Camp Hill
,
PA
17011
(Address of principal executive offices)
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.
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
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):
Large Accelerated Filer
☐
Accelerated Filer
☐
Non-Accelerated Filer
☒
Smaller Reporting Company
☒
Emerging Growth Company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of 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.
Securities held to maturity (Fair value of $
26,104
and $
30,284
, respectively)
27,284
31,967
Less: Allowance for credit losses - securities
(
475
)
(
459
)
Securities held to maturity, net
26,809
31,508
Loans receivable
2,356,609
2,255,749
Less: Allowance for credit losses - loans
(
24,651
)
(
26,435
)
Net loans
2,331,958
2,229,314
Investments in restricted bank stock
4,821
5,209
Premises and equipment, net
15,861
18,029
Right-of-Use Asset – Premises
15,410
14,913
Bank-owned life insurance
52,943
52,079
Goodwill
58,806
58,806
Other intangible assets, net
17,490
20,955
Deferred tax asset
16,474
18,866
Assets held for sale
—
94,146
Accrued interest receivable and other assets
21,330
23,263
TOTAL ASSETS
$
2,886,554
$
2,878,778
LIABILITIES
Deposits:
Demand, noninterest bearing
$
646,654
$
658,646
Interest bearing
1,809,755
1,701,936
Total deposits
2,456,409
2,360,582
Long-term borrowings
40,000
40,000
Short-term borrowings
—
10,000
Note payable
—
565
Subordinated debt
62,279
61,984
Lease liabilities
15,740
15,666
Allowance for credit losses - unfunded commitments
2,057
1,857
Liabilities held for sale
—
93,777
Accrued interest payable and other liabilities
12,071
14,126
TOTAL LIABILITIES
2,588,556
2,598,557
COMMITMENTS AND CONTINGENT LIABILITIES
(Note 11)
SHAREHOLDERS’ EQUITY
Preferred stock (At June 30, 2025 and December 31, 2024:
no
par value;
5,000,000
shares authorized;
no
shares issued and outstanding.)
—
—
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.)
370
370
Surplus
265,293
264,449
Retained earnings
37,107
19,947
Accumulated other comprehensive loss
(
4,772
)
(
4,545
)
TOTAL SHAREHOLDERS' EQUITY
297,998
280,221
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
2,886,554
$
2,878,778
See accompanying notes to the unaudited consolidated financial statements.
1
LINKBANCORP, Inc. and Subsidiaries
Consolidated Sta
tements of Operations (Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
(In Thousands, except share and per share data)
INTEREST AND DIVIDEND INCOME
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.
2
LINKBANCORP, Inc. and Subsidiaries
Consolidated Sta
tements 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.
3
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
4
LINKBANCORP, Inc. and Subsidiaries
Consolidat
ed 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.
5
LINKBANCORP, Inc. and Subsidiaries
Consolidated State
ments 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.
6
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.
7
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
8
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
solutions
centers. 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.
Estimates
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
no
t 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
9
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
Disaggregation Disclosures (Subtopic 220-40).This ASU requires disclosure in the notes to financial statements of specified information about certain costs and expenses. 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.
10
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
2.
INVESTMENT SECURITIES
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
)
11
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
12
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
result in the non-collection of principal and interest during the year.
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.
13
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.
14
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
3.
LOANS RECEIVABLE
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
15
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
waivers on funds advanced. 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 collateral
•
Changes in management and lending staff
•
Economic trends
•
Concentrations of credit
•
Changes in lending policies
•
External factors
•
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.
16
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
17
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
18
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.
19
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
20
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.
21
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
—
—
—
—
—
—
—
—
—
22
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
23
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
—
—
—
—
—
—
—
—
—
24
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
25
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
the
aging status of the loan.
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
26
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
no
t 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
27
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.
5.
DEPOSITS
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.
28
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
6.
BORROWINGS
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
29
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 we
re
no
borrowings u
nder 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.
30
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.
31
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.
32
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.
33
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 unrec
ognized 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
%.
34
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
35
LINKBANCORP, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
[In Thousands, Except Share Data]
$
2,057
and $
1,857
, respectively, included within the liabilities section of the balance sheet. 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.
11.
EARNINGS PER SHARE
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
36
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
37
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.
38
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.
39
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
•
Overview and Strategy
•
Sale of New Jersey Solutions Centers
•
Financial Highlights
•
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;
40
•
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
41
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
42
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
%
43
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.
44
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.
45
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.
46
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.
47
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.
48
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%.
49
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.
50
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.
51
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.
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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
53
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.
It
em
3. Quantitative and Qualitative Disclosure About Market Risk
Not required for smaller reporting companies.
Ite
m
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 Reportin
g
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
Ite
m 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.
Ite
m 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.
Ite
m 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
54
Ite
m 3. Defaults Upon Senior Securities
None
Ite
m 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.
Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive date file because its XBRL tags are embedded with the inline XBRL document.
** 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.
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SI
GNATURES
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.
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