10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐	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 333-255908

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.)

3045 Market Street 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: NA

Securities registered pursuant to Section 12(b) of the Act.



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not Applicable	Not Applicable	Not Applicable

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: 9,838,435 shares as of August 12, 2022.

LINKBANCORP, Inc.

FORM 10-Q

INDEX



PART I - FINANCIAL INFORMATION
		PAGE
Item 1 -	Financial Statements (Unaudited)
	Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	1
	Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021	2
	Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended June 30, 2022 and 2021	3
	Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2022 and 2021	4
	Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	6
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3 -	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4 -	Controls and Procedures	49

PART II - OTHER INFORMATION
Item 1 -	Legal Proceedings	50
Item 1A -	Risk Factors	50
Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3 -	Defaults Upon Senior Securities	50
Item 4 -	Mine Safety Disclosures	50
Item 5 -	Other Information	50
Item 6 -	Exhibits	50
SIGNATURES		52

PART I - FINANCIAL INFORMATION

Item 1 - Consolidated Financial Statements

LINKBANCORP, Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited)


	June 30, 2022			December 31, 2021
(In Thousands, except share and per share data)
ASSETS
Noninterest-bearing cash equivalents	$	7,563		$	8,620
Interest-bearing deposits with other institutions		55,433			13,970
Cash and cash equivalents		62,996			22,590
Certificates of deposit with other banks		11,088			12,828
Securities available for sale, at fair value		85,756			103,783
Securities held to maturity (Fair value of $28,290 and $0, respectively)		28,816			-
Loans held for sale		—			3,860
Loans receivable, net of allowance for loan losses of $3,890 at June 30, 2022, and $3,152 at December 31, 2021		786,516			711,664
Investments in restricted bank stock		2,567			2,685
Premises and equipment, net		7,915			5,289
Right-of-Use Asset – Premises		4,513			4,680
Bank-owned life insurance		19,012			18,787
Goodwill and other intangible assets		37,020			37,152
Deferred tax asset		5,777			4,038
Accrued interest receivable and other assets		7,909			5,407
TOTAL ASSETS	$	1,059,885		$	932,763
LIABILITIES
Deposits:
Demand, noninterest bearing	$	184,345		$	129,243
Interest bearing		718,028			642,422
Total deposits		902,373			771,665
Other borrowings		1,639			19,814
Subordinated debt		40,585			20,696
Operating lease liabilities		4,513			4,680
Accrued interest payable and other liabilities		6,004			6,285
TOTAL LIABILITIES		955,114			823,140

COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)

SHAREHOLDERS’ EQUITY
Preferred stock (At June 30, 2022 and December 31, 2021: no par value; 5,000,000 shares authorized; no shares issued and outstanding.)		-			-
Common stock (At June 30, 2022 and December 31, 2021: $0.01 par value; 25,000,000 shares authorized; 9,838,435 and 9,826,435 shares issued and outstanding, respectively.)		99			99
Surplus		83,070			82,910
Retained earnings		26,491			24,836
Accumulated other comprehensive (loss) income		(4,889	)		1,778
TOTAL SHAREHOLDERS’ EQUITY		104,771			109,623
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,059,885		$	932,763

See accompanying notes to the unaudited consolidated financial statements.

LINKBANCORP, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
(In Thousands, except share and per share data)
INTEREST AND DIVIDEND INCOME
Loans receivable, including fees	$	8,114	$	2,695	$	15,877	$	5,371
Investment securities and certificates of deposit:
Taxable		587		299		863	$	612
Exempt from federal income tax		298		302		589		607
Other		96		37		149		67
Total interest and dividend income		9,095		3,333		17,478		6,657
INTEREST EXPENSE
Deposits		818		462		1,483		966
Other borrowings		2		4		24		11
Subordinated debt		422		-		641		—
Total interest expense		1,242		466		2,148		977
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES		7,853		2,867		15,330		5,680
Provision for loan losses		395		44		675		91
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		7,458		2,823		14,655		5,589
NONINTEREST INCOME
Service charges on deposit accounts		218		147		428		341
Bank-owned life insurance		114		50		225		95
Net realized gains on the sales of debt securities, available for sale		—		—		13		0
Gain on sale of loans		153		81		333		271
Other		211		366		409		507
Total noninterest income		696		644		1,408		1,214
NONINTEREST EXPENSE
Salaries and employee benefits		3,722		1,143		7,378		2,246
Occupancy		433		113		907		275
Equipment and data processing		595		230		1,192		468
Professional fees		307		70		535		293
FDIC insurance		138		29		342		59
Bank shares tax		201		86		384		173
Other		846		421		1,604		616
Total noninterest expense		6,242		2,092		12,342		4,130
Income before income tax expense		1,912		1,375		3,721		2,673
Income tax expense		306		202		591		375
NET INCOME	$	1,606	$	1,173	$	3,130	$	2,298
EARNINGS PER SHARE, BASIC	$	0.16	$	0.21	$	0.32		0.40
EARNINGS PER SHARE, DILUTED	$	0.16	$	0.21	$	0.31		0.40
DIVIDENDS PAID PER SHARE	$	0.075	$	0.04	$	0.150	$	0.08
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING,
BASIC		9,836,984		5,691,686		9,831,739		5,691,686
DILUTED		9,913,477		5,691,686		9,983,742		5,691,686

See accompanying notes to the unaudited consolidated financial statements.

LINKBANCORP, Inc. and Subsidiaries

Consolidated Statements of Comprehensive (Loss) Income (Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
(In Thousands)
Net income	$	1,606		$	1,173		$	3,130		$	2,298
Components of other comprehensive (loss) income:
Unrealized holding (loss) gain on available-for-sale securities		(3,262	)		500			(8,427	)		(520	)
Tax effect		685			(105	)		1,770			108
Net of tax amount		(2,577	)		395			(6,657	)		(412	)

Reclassification adjustment for debt securities gains realized in net income		—			—			(13	)		—
Tax effect		—			—			3			—
Net of tax amount		—			—			(10	)		—
Total other comprehensive (loss) income		(2,577	)		395			(6,667	)		(412	)
Total comprehensive (loss) income	$	(971	)	$	1,568		$	(3,537	)	$	1,886

See accompanying notes to the unaudited consolidated financial statements.

LINKBANCORP, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity (Unaudited)


(In Thousands, except share data)	Common Stock Shares		Common Stock Amount		Surplus		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, March 31, 2022		9,826,435	$	99	$	82,930	$	25,623		$	(2,312	)	$	106,340
Net income		—		—		—		1,606			—			1,606
Dividends declared ($0.075 per share)		—		—		—		(738	)		—			(738	)
Exercise of stock options		12,000		—		120		—			—			120
Stock option expense		—		—		20		—			—			20
Other comprehensive loss		—		—		—		—			(2,577	)		(2,577	)
Balance, June 30, 2022		9,838,435	$	99	$	83,070	$	26,491		$	(4,889	)	$	104,771

(In Thousands, except share data)	Common Stock Shares		Common Stock Amount		Surplus		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
Balance, March 31, 2021*		5,715,950	$	57	$	21,604	$	26,892		$	2,385		$	(188	)	$	50,750
Net income		—		—		—		1,173			—			—			1,173
Dividends declared ($0.04 per share)*		—		—		—		(242	)		—			—			(242	)
Other comprehensive income		—		—		—		—			395			—			395
Balance, June 30, 2021		5,715,950	$	57	$	21,604	$	27,823		$	2,780		$	(188	)	$	52,076

* Common Stock Share, Common Stock Amount, Surplus, and Dividends per share amount have been retrospectively adjusted to reflect the effect of the recapitalization due to the Merger, which has been accounted for as a reverse acquisition.


(In Thousands, except share data)		Common Stock Shares		Common Stock Amount		Surplus		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2021			9,826,435	$	99	$	82,910	$	24,836		$	1,778		$	109,623
Net income			-		-		-		3,130			-			3,130
Dividends declared ($0.15 per share)			-		-		-		(1,475	)		-			(1,475	)
Exercise of stock options			12,000		-		120		—			-			120
Stock option expense			-		-		40		-			-			40
Other comprehensive loss			-		-		-		-			(6,667	)		(6,667	)
Balance, June 30, 2022			9,838,435	$	99	$	83,070	$	26,491		$	(4,889	)	$	104,771

(In Thousands, except share data)		Common Stock Shares		Common Stock Amount		Surplus		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
Balance, December 31, 2020	*		5,715,950	$	57	$	21,604	$	26,009		$	3,192		$	(188	)	$	50,674
Net income			-		-		-		2,298			-			-			2,298
Dividends declared ($0.08 per share)			-		-		-		(484	)		-			-			(484	)
Other comprehensive loss			-		-		-		-			(412	)		-			(412	)
Balance, June 30, 2021			5,715,950	$	57	$	21,604	$	27,823		$	2,780		$	(188	)	$	52,076

* Common Stock Shares, Common Stock Amount, Surplus, and Dividends per share amount have been retrospectively adjusted to reflect the effect of the recapitalization due to the Merger, which has been accounted for as a reverse acquisition.

See accompanying notes to the unaudited consolidated financial statements.

LINKBANCORP, Inc. and Subsidiaries

Consolidated Statement of Cash Flows (Unaudited)


	For the Six Months Ended June 30,
(In Thousands)	2022			2021
OPERATING ACTIVITIES
Net income	$	3,130		$	2,298
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Provision for loan losses		675			91
Depreciation		384			109
Amortization of intangible assets		132			27
(Accretion) amortization of premiums and (discounts), net		(683	)		750
Origination of loans to be sold		(3,659	)		(8,226	)
Proceeds from loan sales		3,992			9,512
Gain on sale of loans		(333	)		(271	)
Share-based and deferred compensation		349			-
Bank-owned life insurance income		(225	)		(95	)
Gain on sale of debt securities, available for sale		(13	)		-
Change in accrued interest receivable and other assets		(2,356	)		(789	)
Change in accrued interest payable and other liabilities		(590	)		914
Net cash provided by operating activities		803			4,320

INVESTING ACTIVITIES
Investment securities available for sale:
Proceeds from sales		513			-
Proceeds from calls and maturities		1,150			1,155
Proceeds from principal repayments		7,271			10,804
Purchases		-			(14,192	)
Investment securities held to maturity
Proceeds from principal repayments		628			-
Purchases		(29,389	)		-
Purchase of certificates of deposit with other banks		-			(249	)
Proceeds from redemptions of certificates of deposit with other banks		1,740			2,730
Purchase of restricted investment in bank stocks		(999	)		(439	)
Redemption of restricted investment in bank stocks		1,117			138
Increase in loans, net		(70,596	)		(12,481	)
Proceeds from death benefit under bank-owned life insurance		-			190
Purchase of premises and equipment		(3,010	)		-
Net cash used for investing activities		(91,575	)		(12,344	)

FINANCING ACTIVITIES
Increase in deposits, net		130,708			1,176
Change in short-term borrowings, net		(18,175	)		282
Proceeds from issuance of subordinated debt		20,000			—
Repayments of other borrowings		—			(1,120	)
Issuance of shares from exercise of stock options		120			—
Dividends paid		(1,475	)		(484	)
Net cash provided by (used in) financing activities		131,178			(146	)
Increase (decrease) in cash and cash equivalents		40,406			(8,170	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		22,590			33,162
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	62,996		$	24,992

See accompanying notes to the unaudited consolidated financial statements.

LINKBANCORP, Inc. and Subsidiaries

Consolidated Statement of Cash Flows (Unaudited)


	For the Six Months Ended June 30,
	2022		2021
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period for:
Interest	$	1,926	$	1,032
Income taxes	$	200	$	425

See accompanying notes to the unaudited consolidated financial statements.

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting and reporting policies applied in the presentation of the accompanying consolidated financial statements follows:

Nature of Operations

LINKBANCORP, Inc. (the "Company" or "LINKBANCORP") is a bank holding company that operates The Gratz Bank (the "Bank"). The Company 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. 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 (the “Merger Agreement”) 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. The merger was consummated effective September 18, 2021 (collectively, the "Merger"). Additionally, as part of the Merger, the Company acquired 100% ownership of GNB Investments, Inc., a Delaware investment company which was wholly-owned by GNB Financial Services, Inc. at the time of Merger.

The Bank is a full-service commercial bank providing personal and business lending and deposit services. The Bank’s operations are conducted from its ten Solutions Centers located in Dauphin, Chester, Cumberland, Lancaster, Northumberland, and Schuylkill Counties within Pennsylvania. 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.

Basis of Presentation

The merger of GNBF with and into the Company was accounted for as a reverse acquisition using the acquisition method of accounting, in accordance with the provisions of FASB ASC 805 Business Combinations. As such, GNBF was the accounting acquirer and LINKBANCORP was the accounting acquiree. Accordingly, GNBF's historical financial statements are the historical financial statements of the combined company for all periods prior to September 18, 2021 (the "Merger Date").

The Company’s results of operations for the first half of 2022 include the results of operations of the combined company after the Merger Date. Results for periods before the Merger Date reflect only those consolidated results of GNBF and do not include the results of operations of LINKBANCORP. The number of shares issued and outstanding, earnings per share, additional paid-in capital, dividends paid and all references to share quantities of the Company have been retrospectively adjusted to reflect the equivalent number of shares issued to holders of GNBF common stock in the Merger. The assets and liabilities of LINKBANCORP as of the Merger Date have been recorded at their estimated fair value and added to those of GNBF. See Note 2. Merger for further information.

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.

The Company has evaluated events and transactions occurring subsequent to the consolidated balance sheet date of June 30, 2022 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.

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

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 loan losses, 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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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, 2021.

Loans Receivable

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for loan losses and any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield (interest income) of the related loans. The Bank is generally amortizing these amounts over the contractual life of the loan. Premiums and discounts on purchased loans are amortized as adjustments to interest income using the effective yield method.

The loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following classes: agriculture, commercial and industrial, commercial real estate, and municipal. Consumer loans consist of the following classes: residential real estate, and other consumer. The loan segments are based on collateral type.

The accrual of interest on all portfolio classes, including troubled debt restructurings, is discontinued at the time the loan is more than ninety days delinquent unless the loan is well collateralized and in process of collection. Nonaccrual loans are reviewed for charge-off if more than ninety-days past due, except for residential loans and consumer loans. Residential loans are reviewed at 180 days and consumer loans are reviewed at 120 days past due. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered unlikely.

All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. In addition, a loan should be in accordance with the contractual terms for a reasonable period, usually requiring a payment history of six months.

Recent Accounting Pronouncements Not Yet Adopted

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This standard simplifies the test for goodwill impairment by eliminating the requirement to calculate the implied fair value of goodwill, which currently is Step 2 of the goodwill impairment test. Instead the goodwill impairment test will consist of a single quantitative step comparing the fair value of the reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The new standard is effective for annual and any interim goodwill impairment tests in reporting periods beginning after December 15, 2022. The adoption of this standard is not expected to have a material effect on the Company's operating results or financial condition.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. This model is also applicable to off-balance sheet credit exposures not

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

accounted for as insurance, such as loan commitments, standby letters of credit, financial guarantees, and other similar instruments. In addition, the amendments in ASU 2016-03 require credit losses on available-for-sale debt securities to be presented as a valuation allowance rather than as a direct write down. This Update is intended to improve financial reporting by requiring more timely recording of credit losses on these financial instruments. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. With certain exceptions, transition to the new requirements will be through a cumulative-effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. This Update is effective for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies, to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of ASU 2016-13 and has individuals from multiple disciplines working with a third-party vendor solution to assist with the application of ASU 2016-13, which includes historical data validation, methodology selection, and the development of policies, procedures and appropriate internal controls. The Company expects to recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements, but recognizes that the impact of adoption and implementation could be material to the consolidated financial statements and related footnote disclosures. The Company anticipates the magnitude of the adoption of ASU 2016-13 and its related amendments will be influenced by the composition, characteristics, and quality of its loan and investment securities portfolios, and economic conditions and forecasts as of the date of adoption. For debt securities with other-than-temporary impairment ("OTTI"), the guidance will be applied prospectively. Existing PCI assets will be grandfathered and classified as purchased credit deteriorated ("PCD") assets at the date of adoption. The asset will be grossed up for the allowance for expected losses for all PCD assets at the date of adoption and will continue to recognize the noncredit discount in interest income based on the yield of such assets as of the adoption date. Subsequent changes in the expected credit losses will be recorded through the allowance.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which added to ASU 2020-04 on optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls “reference rate reform” if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met, and can make a onetime election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. The Company has identified our loan receivables that have an interest rate indexed to LIBOR and is currently assessing the appropriate transition path. As such, the Company does not have an estimate of the financial impact of this update but does not expect the impact to be material to the financial statements of the Company.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses: Troubled Debt Restructurings and Vintage Disclosures, which eliminates accounting guidance for troubled debt restructurings ("TDRs") by creditors that have adopted ASU 2016-13 and its related amendments. The amendments require that an entity evaluate whether the loan modification represents a new loan or a continuation of an existing loan, and introduce new requirements related to modifications made to borrowers experiencing financial difficulty. The amendments also require public business entities to disclose current-period gross write-offs for financing receivables by year of origination in the vintage disclosures. For entities that have adopted ASU 2016-13, the amendments in this ASU are effective for fiscal years beginning after December 15, 2022. For entities that have not adopted ASU 2016-13, the amendments in this update are effective at the time the entity adopts ASU 2016-13. The adoption of this standard is not expected to have a material effect on the Company's operating results or financial condition.

2. MERGER

Effective September 18, 2021 the Company completed its merger with GNBF by acquiring 100% of the outstanding common shares of GNBF.

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

Pursuant to the Merger Agreement, GNBF merged with and into LINKBANCORP with LINKBANCORP as the surviving corporation. Additionally, LINKBANK, the wholly owned subsidiary of LINKBANCORP merged with and into The Gratz Bank, a wholly owned subsidiary of GNBF with The Gratz Bank as the surviving bank subsidiary of the Company. This transaction, in total, is herein referred to as the Merger.

The Merger constituted a business combination and was accounted for as a reverse acquisition using the acquisition method of accounting, in accordance with the provisions of FASB ASC 805 Business Combinations. As such, GNBF was the accounting acquirer and LINKBANCORP was the accounting acquiree and the historical financial statements of the combined company are the historical financial statements of GNBF.

Under the Merger Agreement, GNBF shareholders had the opportunity to elect to receive $87.68 per share in cash or 7.3064 of LINKBANCORP common shares for each share they owned. The Merger agreement provided for proration procedures intended to ensure that, in the aggregate, at least 80% of the GNBF common shares outstanding be exchanged for LINKBANCORP common stock. The Merger was effective on September 18, 2021, with the GNBF shareholders collectively electing to receive cash for 14.865% of their shares and LINKBANCORP common shares for 85.135% of existing GNBF shares. These elections resulted in LINKBANCORP issuing 4.85 million common shares to GNBF shareholders which represented approximately 49.4% of the post-merger outstanding common shares of the Company.

In accordance with FASB ASC 805-40-30-2, the fair value consideration of a reverse acquisition is determined based on a number of hypothetical equity interest the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition.

The total fair value consideration was $71.5 million which consisted of $54.0 million for the fair value of common stock issued, $10.1 million in cash consideration and $7.4 million for the fair value of LINKBANCORP options and warrants. The consideration assigned to cash and common stock in this reverse acquisition was determined based on the hypothetical number of equity interests that GNBF would have had to issue to give LINKBANCORRP shareholders a 50.62% ownership, the same percentage equity interest in the combined entity that results from the reverse acquisition. The allocation of the consideration assigned to cash and common stock was allocated between the actual cash to be paid by the legal acquirer with the resultant amount being assigned to common equity.

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

The following table summarizes the fair value consideration paid for GNBF as of the date of acquisition:


(Dollars in thousands except per share amounts)
Total GNBF common shares outstanding		779,000
GNBF shares outstanding exchanged for LINKBANCORP, Inc. common stock		663,240
GNBF shares outstanding exchanged for cash		115,760
Exchange Ratio		7.3064
LINKBANCORP, Inc. shares to be issued to GNBF shareholders		4,845,897
LINKBANCORP, Inc. Shares currently outstanding		4,968,550
Total LINKBANCORP, Inc. shares to be outstanding		9,814,447

GNBF pro forma common share % ownership		49.38	%
LINKBANCORP, Inc. pro forma common share % ownership		50.62	%

Reverse Acquisition Hypothetical Purchase Price Consideration
GNBF shares outstanding exchanged for LINKBANCORP, Inc. common stock		663,240
Ownership % to be owned by current GNBF shareholders		49.38	%
Hypothetical GNBF shares outstanding based on GNBF % ownership		1,343,267
Ownership % by legacy LINKBANCORP, Inc. shareholders		50.62	%
Hypothetical GNBF shares to be issued as consideration		680,027
Fair value of GNBF shares (LINKBANCORP, Inc. fair value per share of $12.90 as of 9/17/2021 multiplied by the exchange rate)	$	94.25
Purchase price assigned to hypothetical GNBF shares issued to LINKBANCORP, Inc. shareholders	$	64,094

LINKBANCORP, Inc. options and warrants		1,962,484
Fair value per options and warrants	$	3.76
Purchase price assigned to LINKBANCORP, Inc. options and warrants		7,379
Total purchase price consideration	$	71,473

Pro Forma Purchase Price Allocation Between Stock & Cash:
Cash consideration	$	10,077
Common Stock		61,396
Total Purchase Price For Accounting Purposes	$	71,473

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

The Company accounts for business combinations under the acquisition method in accordance with ASC Topic 805, Business Combinations. Accordingly, for each transaction, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of the acquisition. In conjunction with the adoption of ASU 2015-16, upon receipt of final fair value estimates during the measurement period, which must be within one year of the acquisition date, the Company records any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined. The Company is continuing to finalize the fair values of loans, intangible assets, and income taxes. As a result, the recorded fair value adjustments are preliminary and may change as additional information becomes available. Based on management's preliminary valuation of tangible and intangible assets acquired and liabilities assumed, the purchase price for the Merger is allocated in the table below.


Total Consideration in the Merger				$	71,473

Calculated Fair Value of Assets Acquired
	Cash and cash equivalents	$	49,962
	Securities available for sale		3,111
	Loans		415,905
	Premises and equipment		2,087
	Right-of-use asset		4,544
	Intangible assets		1,246
	Investment in bank owned life insurance		4,784
	Deferred taxes		3,675
	Other assets		4,394
Total Assets Acquired			489,708

Calculated Fair Value of Liabilities Assumed
	Deposits		391,160
	Long term borrowings		33,034
	Subordinated debt		20,740
	Operating lease liabilities		4,544
	Other liabilities		2,265
Total Liabilities Assumed			451,743
Net Assets Acquired					37,965
Goodwill From the Merger				$	33,508

The following table summarizes the Merger as of September 18, 2021:

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]


Total Consideration in the Merger				$	71,473


LINKBANCORP, Inc. stockholders’ equity	$	43,124
LINKBANCORP, Inc. goodwill and intangibles		(1,353	)

Fair Value Adjustments:
Loans
Interest rate		(1,521	)
General credit		(6,346	)
Credit adjustment for loans acquired with deteriorated credit quality		(1,243	)
Remove existing deferred loan fees, net at acquisition		1,192
Remove the allowance for loan losses present at acquisition		4,953
Intangible assets		1,146
Other assets		(991	)


Time deposits		(231	)
Subordinated debt		(765	)
					37,965
Goodwill From the Merger				$	33,508

Pursuant to the accounting requirements, the Company assigned a fair value to the assets acquired and liabilities assumed of LINKBANCORP ASC 820 defines fair value as “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.”

The assets acquired and liabilities assumed in the acquisition of LINKBANCORP were recorded at their estimated fair values based on management’s best estimates using information available at the date of the acquisition and are subject to adjustment for up to one year after the closing date of the acquisition. While the fair values are not expected to be materially different from the estimates, any material adjustments to the estimates will be reflected, retroactively, as of the date of the acquisition. The items most susceptible to adjustment are the fair value adjustments on loans, core deposit intangible and the deferred income tax assets resulting from the acquisition. Fair values of the major categories of assets acquired and liabilities assumed were determined as follows:

Investment securities available-for-sale

The estimated fair values of the investment securities available for sale, primarily comprised of U.S. Government agency mortgage-backed securities were determined using Level 1 and Level 2 inputs in the fair value hierarchy. A fair value premium of $96 thousand was recorded and will be amortized over the estimated life of the investments using the interest rate method.

Loans

Acquired loans (performing and non-performing) are initially recorded at their acquisition-date fair values using Level 3 inputs. Fair values are based on a discounted cash flow methodology that involves assumptions and judgments as to credit risk, expected lifetime losses, environmental factors, collateral values, discount rates, expected payments and expected prepayments. Specifically, the Company has prepared three separate loan fair value adjustments that it believed a market participant might employ in estimating the entire fair value adjustment for the acquired loan portfolio. The three fair value adjustments employed were for loans acquired without evidence of credit quality deterioration, the Company prepared the interest rate loan fair value and credit fair value adjustments and for ASC 310-30 purchased credit impaired loans a specific credit fair value adjustment was made. The acquired loans were recorded at fair value at the acquisition date without carryover of LINKBANCORP's previously established allowance for loan losses. The fair value of the financial assets acquired included loans receivable with an unpaid principal balance of $425.0 million.

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

The table below illustrates the fair value adjustments made to the amortized cost basis in order to present the fair value of the loans acquired.


Unpaid principal balance at Merger	$	425,015
Interest rate fair value adjustment on pools of homogeneous loans		(1,520	)
Credit fair value adjustment on pools of homogeneous loans		(6,347	)
Credit fair value adjustment on purchased credit impaired loans		(1,243	)
Fair value of acquired loans	$	415,905

For loans acquired without evidence of credit quality deterioration were grouped into homogeneous pools by characteristics such as loan type, term, collateral, and rate. Market rates for similar loans were obtained from various internal and external data sources. From each pool a monthly expected cash flow was prepared that incorporated expected monthly payments, impact of prepayments and expected monthly net charge-offs. A discounted cash flow was calculated for each pool to estimate the fair value. In this analysis the fair value adjustment was bifurcated into two components an interest rate fair value adjustment and a general credit fair value adjustment. Additionally, it is noted the credit fair value adjustment incorporated assumptions for: 1) expected lifetime credit migration losses; and 2) estimated fair value adjustment for certain qualitative factors. Both the interest rate and credit fair value adjustments relate to loans acquired with evidence of credit quality deterioration will be substantially recognized as interest income on a level yield amortization method over the expected life of the loans.

For loans acquired with evidence of credit quality deterioration, ASC 310-30 loans, the fair value was calculated with a non-accretable fair value discount based on an adjusted collateral value and if there was a collateral shortfall a non-accretable discount was established. This non-accretable discount would not be amortized for GAAP purposes. In additional an accretable yield fair value discount was created to reflect the time value of money a market participant would discount the loan for the time it would take to recover the adjusted collateral value. The accretable yield fair value will be recognized over the workout period of the loan on a level yield basis as a component of interest income.

The following table presents the acquired purchased credit impaired loans receivable at the Merger Date:


Contractual principal and interest at Merger	$	8,509
Nonaccretable difference		(2,716	)
Expected cash flows at Merger		5,793
Accretable yield		(409	)
Fair value of purchased credit impaired loans	$	5,384

Facilities Leases

The Company assumed leases on four facilities of LINKBANCORP. The Company believed that the current lease costs were at market terms therefore no fair value adjustment is needed. LINKBANCORP did not operate any owned facilities.

Core Deposit Intangible

The fair value of the core deposit intangible was determined based on a discounted cash flow analysis using a discount rate commensurate with market participants. To calculate cash flows, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the higher cost of alternative funding sources available through national brokered CD offering rates and FHLB advance rates. The projected cash flows were developed using expected deposit attrition. The core deposit intangible will be amortized over ten years using the sum-of-years digits method.

Time Deposits

The fair value adjustment for time deposits was based on a discounted cash flow methodology of the contract rates and contractual repayments of fixed maturity deposits using prevailing market interest rates for similar-term time deposits. The time deposit fair value adjustment will be amortized into income on a level yield amortization method over the contractual life of the deposits.

Long Term Borrowings

The Company reviewed the cost of the borrowings to market interest rates for similar instruments and believed that the rates were comparable and that no fair value adjustment was recorded.

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

Subordinated Debt

The fair value of the subordinated debt was determined using a discounted cash flow method using a market participant discount rate for similar instruments. The subordinated debt fair value adjustment will be amortized into income on a level yield amortization method based upon the assumed market rate and the term of the subordinated debt.

Pro Forma Combined Results of Operations

The following pro forma financial information presents the consolidated results of operations of GNBF and LINKBANCORP as if the Merger occurred as of January 1, 2021 with pro forma adjustments. The pro forma adjustments give effect to any change in interest income due to the accretion of discounts (premiums) associated with the fair value adjustments of acquired loans, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustments to acquired time deposits and other debt, and the amortization of the core deposit intangible that would have resulted had the deposits been acquired as of January 1, 2021. Merger related expenses incurred by the Company during the three and six months ended June 30, 2021 are not reflected in the pro forma amounts. The pro forma information does not necessarily reflect the results of operations that would have occurred had GNBF merged with LINKBANCORP at the beginning of 2021. The pro forma amounts for the three and six months ended June 30, 2021 do not reflect the anticipated cost savings that had not yet been realized.


	For the Three Months Ended June 30,		For the Six Months Ended June 30,
(Dollars in thousands)	2021		2021
Net interest income	$	7,381	$	13,737
Non-interest income		803		1,483
Net income		2,280		6,502
Basic earnings per common share	$	0.23	$	0.66
Diluted earnings per common share	$	0.22	$	0.64

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

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, 2022
(In Thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for Sale:
Small Business Administration loan pools	$	706	$	-	$	(13	)	$	693
Obligations of state and political subdivisions		44,389		50		(3,446	)		40,993
Mortgage-backed securities in government-sponsored entities		46,847		3		(2,780	)		44,070
	$	91,942	$	53	$	(6,239	)	$	85,756
Held to Maturity:
Corporate debentures	$	9,993	$	—	$	(241	)	$	9,752
Structured mortgage-backed securities		18,823		-		(285	)		18,538
	$	28,816	$	—	$	(526	)	$	28,290

	December 31, 2021
(In Thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for Sale:
Small Business Administration loan pools	$	1,099	$	-	$	(15	)	$	1,084
Obligations of state and political subdivisions		46,115		2,405		(38	)		48,482
Mortgage-backed securities in government-sponsored entities		54,239		382		(404	)		54,217
	$	101,453	$	2,787	$	(457	)	$	103,783

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

The following tables show the Company's gross unrealized losses and fair value, aggregated by investment category and length of time the individual debt securities have been in a continuous unrealized loss position.


	June 30, 2022
	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:
Small Business Administration loan pools	$	-	$	-		$	693	$	(13	)	$	693	$	(13	)
Obligations of state and political subdivisions		35,196		(3,326	)		313		(120	)		35,509		(3,446	)
Mortgage-backed securities in government-sponsored entities		32,614		(1,808	)		10,603		(972	)		43,217		(2,780	)
	$	67,810	$	(5,134	)	$	11,609	$	(1,105	)	$	79,419	$	(6,239	)
Held to Maturity:
Corporate debentures	$	9,752	$	(241	)	$	-	$	-		$	9,752	$	(241	)
Structured mortgage-backed securities		18,538		(285	)		-		-			18,538		(285	)
	$	28,290	$	(526	)	$	—	$	—		$	28,290	$	(526	)

	December 31, 2021
	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:
Small Business Administration loan pools	$	-	$	-		$	1,084	$	(15	)	$	1,084	$	(15	)
Obligations of state and political subdivisions		3,189		(38	)		-		-			3,189		(38	)
Mortgage-backed securities in government-sponsored entities		23,420		(266	)		4,687		(102	)		28,107		(368	)
	$	26,609	$	(304	)	$	5,771	$	(117	)	$	32,380	$	(421	)

The Company reviews its position quarterly and believes that as of June 30, 2022 and December 31, 2021, 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 162 and 41 available for sale debt securities with unrealized losses at June 30, 2022 and December 31, 2021, respectively. There were 9 and zero held to maturity debt securities with unrealized losses at June 30, 2022 and December 31, 2021, respectively. The

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

Company has concluded that the unrealized losses disclosed above are not other than temporary, but are the result of interest rate changes that are not expected to result in the noncollection of principal and interest during the year.

As of June 30, 2022, 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	$	95	$	95	$	-	$	-
Due after one year through five years		5,554		5,535		3,000		2,965
Due after five years through ten years		11,983		11,532		6,993		6,787
Due after ten years		29,872		26,757		-		-
Mortgage-backed securities and Collateralized Mortgage Obligations		44,438		41,837		18,823		18,538
	$	91,942	$	85,756	$	28,816	$	28,290

The following table summarizes sales of debt securities for the three and six months ended June 30, 2022. There were no sales of debt securities for the three and six months ended June 30, 2021.



(In Thousands)	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2022		2022
Proceeds	$	—	$	513
Gross gains		—		13
Gross losses		—		—
Net gain	$	—	$	13

The Company had pledged debt securities with a carrying value of $37,869 and $45,300 to secure public monies as of June 30, 2022 and December 31, 2021, respectively.

LOANS RECEIVABLE

The portfolio segments and classes of loans are as follows:


(In Thousands)	June 30, 2022			December 31, 2021
Agriculture loans	$	7,710		$	9,341
Commercial loans		88,452			98,604
Paycheck Protection Program ("PPP") loans		2,527			23,774
Commercial real estate loans		435,588			338,749
Residential real estate loans		241,401			231,302
Consumer and other loans		8,689			7,087
Municipal loans		5,814			6,182
		790,181			715,039
Deferred costs (fees)		225			(223	)
Allowance for loan losses		(3,890	)		(3,152	)
Total	$	786,516		$	711,664

The Company originates commercial, residential, and consumer loans within its primary market areas of southcentral and southeastern Pennsylvania. A significant portion of the loan portfolio is secured by real estate. In the normal course of business, the Company extends loans to officers, directors, and corporations in which they are beneficially interested as stockholders, officers, or directors. The balance of these loans and extensions of credit totaled $2,785 and $10,631 as of June 30, 2022 and December 31, 2021, respectively.

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

ALLOWANCE FOR LOAN LOSSES

The segments of the Company’s loan portfolio are disaggregated to a level that allows management to monitor risk and performance. The loan segments used are consistent with the internal reports evaluated by the Company’s management and Board of Directors to monitor risk and performance within various segments of its loan portfolio and, therefore, no further disaggregation is considered necessary. The Company’s loan portfolio consists primarily of real estate loans on commercial and residential property. The portfolio also includes agricultural loans, commercial loans, municipal loans, and consumer loans.

The Company’s primary lending activity is the origination of commercial loans extended to small and mid-sized commercial and industrial entities.

Commercial loans are primarily underwritten on the basis of the borrowers’ ability to service such debt from income. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. As a general practice, the Company takes as collateral a security interest in any equipment, or other chattel, although loans may also be made on an unsecured basis. Collateralized working capital loans typically are secured by short-term assets whereas long-term loans are primarily secured by long-term assets.

Construction and Land loans are to finance the construction of owner-occupied and income producing properties. These loans are categorized within commercial or one-to-four family residential loans based upon the underlying collateral and intended use following the completion of the construction period. Real estate development and construction loans are approved based on an analysis of the borrower and guarantor, the viability of the project and on an acceptable percentage of the appraised value of the property securing the loan. Construction loan funds are disbursed periodically based on the percentage of construction or development completed. The Company carefully monitors these loans with on-site inspections and requires the receipt of lien waivers on funds advanced. 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 has an established methodology to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan losses the Company has segmented certain loans in the portfolio by product type. Loans are segmented into the following pools: agriculture loans, commercial real estate loans, commercial loans, residential real estate loans, consumer loans, and municipal loans. Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations. These historical loss percentages are calculated over a four-year period for all portfolio segments.

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

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

•

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 loan losses inherent in the loan portfolio at the Consolidated Balance Sheet date. The Company considers the allowance for loan losses adequate to cover loan losses inherent in the loan portfolio at June 30, 2022 and December 31, 2021.

The following table summarizes the activity in the allowance for loan losses by loan class for the three month periods ended June 30, 2022 and 2021.


	Agriculture Loans			Commercial Loans			Commercial Real Estate Loans			Residential Real Estate Loan			Consumer Loans			Municipal Loans			Unallocated Loans			Total
(In Thousands)	For the Three Months Ended June 30, 2022
Allowance for loan losses:
Beginning balance	$	20		$	585		$	1,070		$	1,728		$	13		$	15		$	12		$	3,443
Charge-offs		-			(1	)		(1	)		-			-			-			-			(2	)
Recoveries		-			5			-			49			—			-			-			54
Provision		(3	)		(83	)		717			(230	)		8			(2	)		(12	)		395

Ending balance	$	17		$	506		$	1,786		$	1,547		$	21		$	13		$	0		$	3,890


	For the Three Months Ended June 30, 2021
Allowance for loan losses:
Beginning balance	$	105		$	315		$	315		$	1,674		$	24		$	18		$	336		$	2,787
Charge-offs		—			—			—			—			—			—			—			—
Recoveries		—			19			—			25			—			—			—			44
Provision		(7	)		18			25			(29	)		(1	)		(2	)		40			44
Ending balance	$	98		$	352		$	340		$	1,670		$	23		$	16		$	376		$	2,875

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

The following table summarizes the activity in the allowance for loan losses by loan class for the six month periods ended June 30, 2022 and 2021.


	Agriculture Loans			Commercial and PPP Loans			Commercial Real Estate Loans			Residential Real Estate Loan			Consumer Loans			Municipal Loans			Unallocated Loans			Total
(In Thousands)	For the Six Months Ended June 30, 2022
Allowance for loan losses:
Beginning balance	$	23		$	582		$	799		$	1,634		$	22		$	15		$	77		$	3,152
Charge-offs		-			(1	)		(1	)		-			-			-			-			(2	)
Recoveries		—			7			—			56			2			—			—			65
Provision		(6	)		(82	)		988			(143	)		(3	)		(2	)		(77	)		675
Ending balance	$	17		$	506		$	1,786		$	1,547		$	21		$	13		$	0		$	3,890
	For the Six Months Ended June 30, 2021
Allowance for loan losses:
Beginning balance	$	120		$	290		$	314		$	1,702		$	35		$	18		$	310		$	2,789
Charge-offs		—			—			—			(49	)		(3	)		—			—			(52	)
Recoveries		—			19			—			27			1			—			—			47
Provision		(22	)		43			26			(10	)		(10	)		(2	)		66			91
Ending balance	$	98		$	352		$	340		$	1,670		$	23		$	16		$	376		$	2,875

The increase in the allowance for loan losses allocated to the commercial real estate loans can be attributed to the risk associated with the increased balances in commercial real estate loans. The decreased allocation in the allowance for loan losses allocated to residential real estate loans can be attributed to an increased balance of loans individually assessed for impairment as of June 30, 2022, which required no reserve based on the estimated recoverable value of collateral in comparison to the outstanding balance due on these credits. Please see the "Credit Quality Information" section below for further details.

The following table illustrates the balance of loans individually evaluated vs. collectively evaluated for impairment at June 30, 2022 and December 31, 2021.


	Agriculture Loans		Commercial and PPP Loans		Commercial Real Estate Loans		Residential Real Estate Loan		Consumer Loans		Municipal Loans		Unallocated Loans		Total
(In Thousands)	As of June 30, 2022
Allowance for loan losses:
Ending balance	$	17	$	506	$	1,786	$	1,547	$	21	$	13	$	0	$	3,890
Ending balance: individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Ending balance: collectively evaluated for impairment	$	17	$	506	$	1,786	$	1,547	$	21	$	13	$	0	$	3,890
Loans:
Ending balance	$	7,710	$	90,979	$	435,588	$	241,401	$	8,689	$	5,814			$	790,181
Ending balance: individually evaluated for impairment	$	200	$	2,451	$	2,501	$	3,145	$	—	$	—			$	8,297
Ending balance: loans acquired with deteriorated credit quality	$	—	$	601	$	4,369	$	597	$	—	$	—			$	5,567
Ending balance: collectively evaluated for impairment	$	7,510	$	87,927	$	428,718	$	237,659	$	8,689	$	5,814			$	776,317

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]


	Agriculture Loans		Commercial and PPP Loans		Commercial Real Estate Loans		Residential Real Estate Loan		Consumer Loans		Municipal Loans		Unallocated Loans		Total
(In Thousands)	As of December 31, 2021
Allowance for loan losses:
Ending balance	$	23	$	582	$	799	$	1,634	$	22	$	15		77	$	3,152
Ending balance: individually evaluated for impairment	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Ending balance: collectively evaluated for impairment	$	23	$	582	$	799	$	1,634	$	22	$	15		77	$	3,152
Loans:
Ending balance	$	9,341	$	122,378	$	338,749	$	231,302	$	7,087	$	6,182			$	715,039
Ending balance: individually evaluated for impairment	$	-	$	42	$	-	$	709	$	-	$	-			$	751
Ending balance: loans acquired with deteriorated credit quality	$	-	$	512	$	4,394	$	650	$	-	$	-			$	5,556
Ending balance: collectively evaluated for impairment	$	9,341	$	121,824	$	334,355	$	229,943	$	7,087	$	6,182			$	708,732

The Company evaluated whether loans acquired in the Merger were within the scope of ASC 310-30, Receivables - Loans and Debt Securities Acquired with Deteriorated Credit Quality. Purchased credit-impaired loans ("PCI") are loans that have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments. The fair value of purchased credit-impaired loans, on the acquisition date, was determined, primarily based on the fair value of loan collateral. The carrying value of purchased loans acquired with deteriorated credit quality as a result of the Merger was $5,249 and $5,556 at June 30, 2022 and December 31, 2021, respectively.

On the acquisition date, the preliminary estimate of the unpaid principal balance for all PCI loans acquired through the Merger was $6,627 and the estimated fair value of the loans was $5,384. Total contractually required payments on these loans, including interest, at acquisition was $8,509. The Company's preliminary estimate of expected cash flows was $5,793 at the acquisition date. The Company established a credit risk related non-accretable discount of $2,716 relating to these impaired loans, reflected in the recorded net fair value. The Company further estimated the timing and amount of expected cash flows in excess of the estimated fair value and established an accretable discount of $409 relating to these impaired loans.

The following table provides activity for the accretable yield of PCI loans for the three and six months ended June 30, 2022:


(In Thousands)	Three Months Ended June 30, 2022			Six Months Ended June 30, 2022
Accretable yield, beginning of period	$	206		$	307
Additions		—			—
Accretion of income		(25	)		(126	)
Reclassifications from nonaccretable difference due to improvement in expected cash flows		—			—
Other changes, net		—			—
Accretable yield, end of period	$	181		$	181

Credit Quality Information

The following tables represent credit exposures by internally assigned grades as of June 30, 2022 and December 31, 2021. 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.

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

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.

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 table presents the classes of the loan portfolio summarized by the internal risk rating system as of June 30, 2022 and December 31, 2021:


(In Thousands)			Special
As of June 30, 2022	Pass		Mention		Substandard		Doubtful		Total
Agriculture loans	$	7,510	$	-	$	200	$	-	$	7,710
Commercial and PPP loans		86,141		1,785		3,053		-		90,979
Commercial real estate loans		428,458		310		4,743		2,077		435,588
Residential real estate loans		236,123		1,453		3,202		623		241,401
Consumer loans		8,689		-		-		-		8,689
Municipal loans		5,814		-		-		-		5,814
Total	$	772,735	$	3,548	$	11,198	$	2,700	$	790,181


(In Thousands)			Special
As of December 31, 2021	Pass		Mention		Substandard		Doubtful		Total
Agriculture loans	$	9,341	$	-	$	-	$	-	$	9,341
Commercial and PPP		117,918		3,757		703		-		122,378
Commercial real estate loans		332,156		2,077		4,516		-		338,749
Residential real estate loans		228,664		1,657		981		-		231,302
Consumer loans		7,087		-		-		-		7,087
Municipal loans		6,182		-		-		-		6,182
Total	$	701,348	$	7,491	$	6,200	$	-	$	715,039

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.


	June 30, 2022
(In Thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Purchased Credit Impaired Loans		Total Loans		Total > 90 Days and Accruing
Agriculture loans	$	154	$	-	$	-	$	154	$	7,556	$	-	$	7,710	$	-
Commercial and PPP loans		-		21		-		21		90,958		-		90,979		-
Commercial real estate loans		460		140		-		600		430,623		4,365		435,588		-
Residential real estate loans		1,467		210		338		2,015		239,386		-		241,401		-
Consumer loans		15		2		-		17		8,672		-		8,689		-
Municipal loans				-		-		-		5,814		-		5,814		-
Total	$	2,096	$	373	$	338	$	2,807	$	783,009	$	4,365	$	790,181	$	-


	December 31, 2021
(In Thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Purchased Credit Impaired Loans		Total Loans		Total > 90 Days and Accruing
Agriculture loans	$	83	$	-	$	-	$	83	$	9,258	$	-	$	9,341	$	-
Commercial and PPP loans		66		-		-		66		121,800		512		122,378		-
Commercial real estate loans		245		-		-		245		334,110		4,394		338,749		-
Residential real estate loans		1,427		211		869		2,507		228,145		650		231,302		762
Consumer loans		31		2		-		33		7,054		-		7,087		-
Municipal loans		-		-		-		-		6,182		-		6,182		-
Total	$	1,852	$	213	$	869	$	2,934	$	706,549	$	5,556	$	715,039	$	762

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

Impaired Loans

The following tables present the recorded investment and unpaid principal balances for impaired loans and related allowance, if applicable. Also presented are the average recorded investments and the related amount of interest recognized during the time within the period that the impaired loans were impaired.


	As of June 30, 2022
(In Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Agriculture loans	$	200	$	200	$	—
Commercial loans		2,451		2,471		—
Commercial real estate loans		2,501		2,501		—
Residential real estate loans		3,145		3,269		—
Consumer loans		—		—		—
Municipal loans		—		—		—
With an allowance recorded:
Agriculture loans	$	—	$	—	$	—
Commercial loans		—		—		—
Commercial real estate loans		—		—		—
Residential real estate loans		—		—		—
Consumer loans		—		—		—
Municipal loans		—		—		—
Total
Agriculture loans	$	200	$	200	$	—
Commercial loans		2,451		2,471		—
Commercial real estate loans		2,501		2,501		—
Residential real estate loans		3,145		3,269		—
Consumer loans		—		—		—
Municipal loans		—		—		—
	$	8,297	$	8,441	$	—

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]


	As of December 31, 2021
(In Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Agriculture loans	$	—	$	—	$	—
Commercial loans		42		61		—
Commercial real estate loans		—		—		—
Residential real estate loans		709		779		—
Consumer loans		—		—		—
Municipal loans		—		—		—

With an allowance recorded:
Agriculture loans	$	—	$	—	$	—
Commercial loans		—		—		—
Commercial real estate loans		—		—		—
Residential real estate loans		—		—		—
Consumer loans		—		—		—
Municipal loans		—		—		—
		—		—		—
Total
Agriculture loans	$	—	$	—	$	—
Commercial loans		42		61		—
Commercial real estate loans		—		—		—
Residential real estate loans		709		779		—
Consumer loans		—		—		—
Municipal loans		—		—		—
	$	751	$	840	$	—

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]


	For the Three Months Ended June 30,
	2022				2021
(In Thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Agriculture loans	$	237	$	3	$	—	$	—
Commercial loans		4,706		66		—		—
Commercial real estate loans		455		4		—		—
Residential real estate loans		3,143		23		213		4
Consumer loans		—		—		—		—
Municipal loans		—		—		—		—
		8,541		96		213		4
With an allowance recorded:
Agriculture loans	$	—	$	—	$	—	$	—
Commercial loans		—		—				—
Commercial real estate loans		—		—		—		—
Residential real estate loans		—		—		—		—
Consumer loans		—		—		—		—
Municipal loans		—		—		—		—
		-		-		-		-
Total	$	8,541	$	96	$	213	$	4


	For the Six Months Ended June 30,
	2022				2021
(In Thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Agriculture loans	$	242	$	6	$	—	$	—
Commercial loans		4,935		132		—		—
Commercial real estate loans		461		9		—		—
Residential real estate loans		3,171		48		225		8
Consumer loans		—				—		—
Municipal loans		—				—		—
	$	8,809	$	195	$	225	$	8
With an allowance recorded:
Agriculture loans	$	—	$	—	$	—	$	—
Commercial loans		—		—		—		—
Commercial real estate loans		—		—		—		—
Residential real estate loans		—		—		—		—
Consumer loans		—		—		—		—
Municipal loans		—		—		—		—
		-		-		-		-
Total	$	8,809	$	195	$	225	$	8

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

The following table presents nonaccrual loans by classes of the loan portfolio:


(In Thousands)	June 30, 2022		December 31, 2021
Commercial loans	$	36	$	39
Commercial real estate loans		137		144
Residential real estate loans		1,321		449
Consumer loans		—		2
Total	$	1,494	$	634

Approximately $435,588 or 55.1% of the Bank’s loan portfolio was in commercial real estate loans at June 30, 2022. While the Bank does not have a concentration of credit risk with any single borrower or industry, repayments on loans in these portfolios can be negatively influenced by decreases in real estate values. The Bank mitigates this risk through conservative underwriting policies and procedures. In addition, $165,203 of real estate-commercial loans were owner occupied properties as of June 30, 2022. These types of loans are generally considered to involve less risk than nonowner-occupied mortgages.

At June 30, 2022 and December 31, 2021, the carrying amount of borrowings secured by loans pledged to the FHLB under its blanket lien was $0 and $1,120, respectively.

Loan Modifications and Troubled Debt Restructurings (TDRs)

A loan is considered to be a TDR loan when the Company grants a concession to the borrower because of the borrower’s financial condition that it would not otherwise consider. Such concessions include the reduction of interest rates, forgiveness of principal or interest, or other modifications of interest rates that are less than the current market rate for new obligations with similar risk.

The Bank may grant a concession or modification for economic or legal reasons related to a borrower’s financial condition that it would not otherwise consider resulting in a modified loan which is then identified as a troubled debt restructuring (TDR). The Bank may modify loans through rate reductions, extensions of maturity, interest only payments, or payment modifications to better match the timing of cash flows due under the modified terms with the cash flows from the borrowers’ operations. Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. TDRs are considered impaired loans for purposes of calculating the Bank’s allowance for loan losses.

The Bank identifies loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future. As of June 30, 2022 and December 31, 2021, the Company had no loans identified as TDRs. There were also no new loan modifications during the periods that were considered TDRs.

DEPOSITS

Deposit accounts are summarized as follows:


	June 30, 2022					December 31, 2021
(In Thousands)	Amount		%			Amount		%
Demand, noninterest-bearing	$	184,345		20.43	%	$	129,243		16.75	%
Demand, interest-bearing		269,493		29.86			256,258		33.21
Money market and savings		235,411		26.09			205,843		26.68
Time deposits, $250 and over		55,507		6.15			56,266		7.29
Time deposits, other		157,617		17.47			124,055		16.08
	$	902,373		100.0	%	$	771,665		100.0	%

Within time deposits, other, there were $20,000 and $0 in brokered deposits outstanding at June 30, 2022 and December 31, 2021, respectively.

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

BORROWINGS AND SUBORDINATED DEBENTURES

Borrowings and subordinated debt was as follows:


(in Thousands)	June 30, 2022		December 31, 2021
Long-term FHLB advances	$	—	$	—
Subordinated Debt		40,585		20,696
Federal Reserve PPPLF		1,639		19,814
Total	$	42,224	$	40,510

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 three months ended June 30, 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 10 Regulatory Capital Requirements later in this document.

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 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 Agreements and Notes contain customary subordination provisions, representations and warranties, covenants, and events of default.

The Bank has available unsecured lines of credit, with interest based on the daily Federal Funds rate, with four correspondent banks totaling $51,000 at June 30, 2022. There were no borrowings under these lines of credit at June 30, 2022 and December 31, 2021.

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.

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

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.

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, 2022				At December 31, 2021
(In Thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents (Level 1)	$	62,996	$	62,996	$	22,590	$	22,590
Certificates of deposit with other banks (Level 3)		11,088		11,088		12,828		12,828
Securities held to maturity (Level 2)		28,816		28,290		—		—
Loans (Level 3)		786,516		774,687		711,664		705,706
Accrued interest receivable (Level 1)		3,797		3,797		3,022		3,022
Restricted investments in bank stock (Level 1)		2,567		2,567		2,685		2,685
Cash surrender value of life insurance (Level 1)		19,012		19,012		18,787		18,787
Financial liabilities:
Non-maturity deposits (Level 1)		689,249		689,249		591,344		591,344
Time Deposits (Level 3)		213,124		210,984		180,321		180,485
Other borrowings (Level 3)		1,639		1,639		19,814		19,819
Subordinated Notes (Level 3)		40,585		38,026		20,696		20,696
Accrued interest payable (Level 1)		325		325		103		103

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

The following tables present the assets reported on the Consolidated Balance Sheet at their fair value on a recurring basis as of June 30, 2022 and December 31, 2021, 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. They 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.


	June 30, 2022
(In Thousands)	Level I		Level II		Level III		Total
Assets:
Small Business Administration loan pools	$	—	$	693	$	—	$	693
Obligations of state and political subdivisions		—		40,993		—		40,993
Mortgage backed securities		—		44,070		—		44,070
Total	$	—	$	85,756	$	—	$	85,756

	December 31, 2021
(In Thousands)	Level I		Level II		Level III		Total
Assets:
Small Business Administration loan pools	$	—	$	1,084	$	—	$	1,084
Obligations of state and political subdivisions		—		48,482		—		48,482
Mortgage backed securities		—		54,217		—		54,217
Total	$	—	$	103,783	$	—	$	103,783

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, 2022 and December 31, 2021 are presented in the table below.


	June 30, 2022
(In Thousands)	Level I		Level II		Level III		Total
Impaired loans	$	—	$	—	$	8,297	$	8,297

	December 31, 2021
(In Thousands)	Level I		Level II		Level III		Total
Impaired loans	$	—	$	—	$	751	$	751
Loans Held for Sale	$	—	$	—	$	3,860	$	3,860

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

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, 2022
	Quantitative Information About Level III Fair Value Measurements
(In Thousands)	Fair Value		Valuation Techniques			Unobservable Input	Range (Weighted Average)
Impaired loans	$	8,297	Appraisal of collateral	(1	)	Liquidation expenses		10	%
	December 31, 2021
	Quantitative Information About Level III Fair Value Measurements
(In Thousands)	Fair Value		Valuation Techniques			Unobservable Input	Range (Weighted Average)
Impaired loans	$	751	Appraisal of collateral	(1	)	Liquidation expenses		10	%
Loans Held for Sale	$	3,860	Appraisal of collateral	(1	)	Liquidation of collateral		15	%

(1)

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

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.

STOCK-BASED COMPENSATION

On May 14, 2019, the Company’s shareholders approved the LINKBANCORP, Inc. 2019 Equity Incentive Plan (the “Plan”). The Plan authorizes 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 specifies a different vesting schedule, awards under the Plan shall be 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 are eligible to receive awards under the plan, except that nonemployees may not be 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 table below provides details of the Company's stock options at June 30, 2022.


	Number of Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term in Years		Aggregate Intrinsic Value (in ‘000s)
Outstanding, December 31, 2021		421,500		$	10.46		7.9	$	780
Granted		—
Expired/terminated		(5,600	)		12.00		8.3
Exercised		(12,000	)		10.00		—
Outstanding, June 30, 2022		403,900		$	10.86		7.4	$	—
Exercisable at period end		195,700		$	10.08		7.1	$	—

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

The exercise prices for options outstanding as of June 30, 2022 ranged from $10.00 to $14.50. Because the stock options issued by the Company historically relate to LINKBANK employees and given the reverse acquisition accounting described in Note 1 paired with the timing of the Merger between the Company and GNBF, the Company recognized no compensation expense during the six months ended June 30, 2021. The Company recognized compensation expense of $39 during the six months ended June 30, 2022. At June 30, 2022, the total unrecognized stock-based compensation costs totaled $169 and will be recognized ratably as expense through December 31, 2026.

On May 26, 2022, the Company's shareholders approved the LINKBANCORP, Inc. 2022 Equity Incentive Plan (the "2022 Equity Incentive Plan"). The 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 Plan is administered by the members of LINKBANCORP’s Compensation Committee (the "Committee"). At least 95% of the awards under the 2022 Equity Incentive Plan will vest no earlier than one year after the grant date.

10.

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, 2022, 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.

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

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%.

The following tables present actual and required capital ratios as of June 30, 2022 and December 31, 2021 under the Basel III Capital Rules. Bank capital levels required to be considered well capitalized are based upon prompt corrective action regulations.


	June 30, 2022					December 31, 2021
(In Thousands)	Amount		Ratio			Amount		Ratio
Total capital
(to risk-weighted assets)
Actual	$	101,598		12.42	%	$	81,355		11.50	%
For capital adequacy purposes		65,422		8.00			56,578		8.00
To be well capitalized		81,777		10.00			70,722		10.00
Tier 1 capital
(to risk-weighted assets)
Actual	$	97,654		11.94	%	$	77,904		11.02	%
For capital adequacy purposes		49,066		6.00			42,433		6.00
To be well capitalized		65,422		8.00			56,578		8.00
Common equity
(to risk-weighted assets)
Actual	$	97,654		11.94	%	$	77,904		11.02	%
For capital adequacy purposes		36,800		4.50			31,825		4.50
To be well capitalized		53,155		6.50			45,969		6.50
Tier 1 capital
(to average assets)
Actual	$	97,654		10.10	%	$	77,904		8.85	%
For capital adequacy purposes		38,657		4.00			35,230		4.00
To be well capitalized		48,321		5.00			44,038		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, 2022 and December 31, 2021, 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.

11.

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

LINKBANCORP, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Unaudited)

[In Thousands, Except Share Data]

June 30, 2022 and December 31, 2021, the Company has a reserve related to credit losses for off-balance sheet instruments of $54, which is included in other liabilities.

At June 30, 2022 and December 31, 2021, the following financial instruments were outstanding whose contract amounts represent credit risk:


(In Thousands)	June 30, 2022		December 31, 2021
Unfunded commitments under lines of credit:
Home equity loans	$	36,193	$	17,774
Commercial real estate, construction, and land development		29,012		20,609
Commercial and industrial		115,107		100,440
Other		8,797		6,244
Total	$	189,109	$	145,067

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.

12.

EARNINGS PER SHARE

The following table sets forth the composition of earnings per share:


(In Thousands, except share and per share data)	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	1,606	$	1,173	$	3,130	$	2,298
Basic weighted average common shares outstanding		9,836,984		5,691,686		9,831,739		5,691,686
Net effect of dilutive stock options and warrants		76,493		—		152,003		—
Diluted weighted average common shares outstanding		9,913,477		5,691,686		9,983,742		5,691,686
Net income per common share:
Basic	$	0.16	$	0.21	$	0.32	$	0.40
Diluted	$	0.16	$	0.21	$	0.31	$	0.40

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 for the three and six months ended June 30, 2022. There were no dilutive securities outstanding during the first six months of 2021. For the three and six months ended June 30, 2022 and 2021, the Company had no securities that were excluded from the calculation of diluted weighted average common shares because their inclusion would have been anti-dilutive.



Share-based compensation awards			195,700
Warrants			1,537,484
Total dilutive securities			1,733,184

13.

SUBSEQUENT EVENT

During July 2022, to accommodate growth, the Company took occupancy of an office lease for a new corporate headquarters, located in Camp Hill, Pennsylvania. The office space consists of approximately 24,000 square feet, and the lease expires on June 30, 2032, with two additional five year renewal options.

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

This discussion and analysis reflects the Company’s 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

•

Completion of Merger

•

Overview and Strategy

•

Financial Highlights

•

Comparison of Financial Condition at June 30, 2022 and December 31, 2021

•

Comparison of Operating Results for the Three Months Ended June 30, 2022 and 2021.

•

Comparison of Operating Results for the Six Months Ended June 30, 2022 and 2021.

•

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:

•

risks and uncertainties related to the Coronavirus Disease 2019 (“COVID-19”) pandemic and resulting governmental and societal response and its effects on our business and operations, including vaccination mandates and their effects on our workforce, human capital resources, and infrastructure;

•

risks that COVID-19 may adversely impact our customers and lead to a long-term economic recession and continuing a severe disruption in the U.S. economy, and could potentially create business continuity issues for us;

•

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 loan losses;

•

our ability to access cost-effective funding;

•

fluctuations in real estate values and both residential and commercial real estate market conditions;

•

demand for loans and deposits in our market area;

•

our ability to continue to implement our business strategies;

•

competition among depository and other financial institutions;

•

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;

•

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 GNBF’s 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;

•

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.

Completion of Merger

On September 18, 2021, LINKBANCORP completed its previously announced Merger with GNBF, with LINKBANCORP as the surviving corporation. Immediately following the Merger, LINKBANK, a wholly-owned subsidiary of LINKBANCORP, merged with and into The Gratz Bank, a wholly-owned subsidiary of GNBF, with The Gratz Bank as the surviving bank. LINKBANK's banking offices will continue to operate as LINKBANK, a division of The Gratz Bank.

Under the Merger Agreement, GNBF shareholders had the opportunity to elect to receive $87.68 per share in cash or 7.3064 of LINKBANCORP common shares for each share they own. The Merger Agreement provided for proration procedures intended to ensure that, in the aggregate, at least 80% of the GNBF common shares outstanding would be exchanged for LINKBANCORP common stock. The Merger was effective on September 18, 2021, with the GNBF shareholders collectively electing to receive cash for 14.865% of their shares and LINKBANCORP common shares for 85.135% of existing GNBF shares. These elections resulted in

LINKBANCORP issuing 4.85 million common shares to GNBF shareholders which represented approximately 49.4% of the post-merger outstanding common shares of LINKBANCORP.

As described in Note 2. "Merger," the Merger has been accounted for as a reverse acquisition and, accordingly, the historical financial information of the Company for all periods prior to the Merger Date is that of GNBF and Subsidiaries. For all periods beginning on September 18, 2021 and thereafter, the financial information is that of the combined company. See Note 2. “Merger” of the Notes to the Consolidated Financial Statements for further information.

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 sole subsidiary, The Gratz Bank and LINKBANK, a division of The Gratz Bank (collectively, the "Bank"), which provides traditional lending, deposit gathering and cash services to retail customers, small businesses and nonprofit organizations. The Bank focuses its lending activities on small businesses, targeted to create a diverse loan portfolio in relation to its underlying collateral and different business segments with unique cash flow generation and varied interest rate sensitivity. The Bank offers a full suite of deposit products and cash management services focused on the small business and nonprofit segments.

Our revenues consist primarily of interest income earned on loans and investments. Interest income is partially offset by interest expense incurred on deposits, borrowings and other interest-bearing liabilities. Net interest income is affected by the balances of interest-earning assets and interest-bearing liabilities and their relative interest rates. Net interest income is typically further reduced by a provision for loan 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 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, and Schuylkill Counties, and 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.

Financial Highlights

The following is a summary of the financial highlights as of and for the three and six months ended June 30, 2022:

•

Net Income and Net Income Per Share - Net income was $1.6 million for the three months ended June 30, 2022, a $433 thousand increase from $1.2 million for the same period in 2021. Net income was $3.1 million for the six months ended June 30, 2022, a $832 thousand increase from $2.3 million for the six months ended June 30, 2021. Diluted net income per share was $0.16 and $0.31 for the three and six months ended June 30, 2022, respectively, compared to $0.21 and $0.40 per diluted share for the comparable periods in 2021.

•

Net Interest Income - Net interest income before provision for loan losses increased $5.0 million or 173.9% for the three months ended June 30, 2022 compared to the same period in 2021. Net interest income before provision for loan losses increased $9.7 million or 169.9% for the six months ended June 30, 2022 compared to the same period in 2021. Net interest margin for the second quarter of 2022 totaled 3.38%, representing a 65 basis points increase over the same period in 2021. Net interest margin for the first six months of 2022 totaled 3.39%, representing a 66 basis points increase over the same period in 2021. The primary driver for the growth in net interest income was the increased net interest earning assets as a result of the Merger as well as significant organic loan growth since the closing of the Merger. Since September 30, 2021, the Company has grown gross loans by $121.5 million.

•

Loan Growth - Total gross loans held for investment grew by $71.7 million during the first six months of 2022 to $790.4 million at June 30, 2022, equating to an annualized growth rate of approximately 20.0%.

•

Deposit Growth - Total deposits grew by $130.7 million during the first six months of 2022 to $902.4 million at June 30, 2022, equating to an annualized growth rate of approximately 34.0%.

•

Subordinated Deb Issuance Completed- On April 8, 2022, the Company completed a $20.0 million private placement of Fixed-to-Floating Rate Subordinated Notes due 2032 and contributed $15.0 million of additional capital to the Bank.

Comparison of Financial Condition at June 30, 2022 and December 31, 2021

Total assets at June 30, 2022, were $1.06 billion, an increase of $126.2 million, or 14%, from $932.8 million at December 31, 2021. The increase in total assets was primarily due to an increase in cash and cash equivalents of $40.4 million, from $22.6 million at December 31, 2021 to $63.0 million at June 30, 2022, an increase in securities held to maturity from $0 to $28.8 million at June 30, 2022, and an increase in loans receivable, net, of $74.9 million, or 10.5%, from $711.7 million at December 31, 2021 to $786.5 million at June 30, 2022. These increases were partially offset by a decrease in Securities available for sale of $18.0 million, or 17.4%, from $103.8 million at December 31, 2021 to $85.8 million at June 30, 2022.

Cash and cash equivalents increased $40.4 million, or 179%, from $22.6 million at December 31, 2021 to $63.0 million at June 30, 2022. The increase was primarily due to:

Primary Cash Inflows

•

Net increase in deposits of $130.7 million;

•

Cash received from investment securities (calls, maturities, and principal repayments) of $9.6 million;

•

Proceeds from the issuance of subordinated debt of $20.0 million; and

•

Cash provided by operating activities of $803 thousand

Primary Cash Outflows

•

Repayments of borrowings of $18.2 million;

•

Net increase in cash funding of loans receivable of $70.6 million;

•

Purchase of investment securities held to maturity of $29.4 million; and

•

Payment of dividends of $1.5 million

Securities available-for-sale decreased by $18.0 million, or 17.4%, to $85.8 million at June 30, 2022 from $103.8 million at December 31, 2021. The decrease was due to a decrease in fair value of our holdings of $8.6 million, calls/sales/repayments totaling $8.9 million, and net amortization of premiums and discounts of $0.5 million. In addition, we purchased investment securities classified as held-to-maturity of $29.4 million during the first half of 2022.

Net loans receivable increased during the six months ended June 30, 2022 as shown in the table below:


(dollars in thousands)	June 30, 2022			December 31, 2021			Change			%
Agriculture loans	$	7,710		$	9,341		$	(1,631	)		(17.46	)%
Commercial loans		88,452			98,604			(10,152	)		(10.30	)%
Paycheck Protection Program ("PPP") loans		2,527			23,774			(21,247	)		(89.37	)%
Commercial real estate loans		435,588			338,749			96,839			28.59	%
Residential real estate loans		241,401			231,302			10,099			4.37	%
Consumer loans		8,689			7,087			1,602			22.60	%
Municipal loans		5,814			6,182			(368	)		(5.95	)%
Total Loans		790,181			715,039			75,142			10.51	%
Deferred fees		225			(223	)		448			(200.90	)%
Allowance for loan losses		(3,890	)		(3,152	)		(738	)		23.41	%
Net Loans	$	786,516		$	711,664		$	74,852			10.52	%

Residential real estate loans increased $10.1 million during the first half of 2022 with $23.8 million related to new loan originations of mortgage loans for investment properties partially offset by normal principal amortization and payoffs. The growth in our commercial real estate loans was not attributable to any one significant loan relationship and was primarily generated in markets serviced by our

Camp Hill, Lancaster, and Delaware Valley solutions centers. The reduction in PPP loans since December 31, 2021 relate to SBA loan forgiveness of PPP loans during the first six months of 2022.

At June 30, 2022, commercial real estate loans included commercial construction loans with a balance of $26.7 million compared to $28.5 million at December 31, 2021. Residential construction loans contained within residential real estate loans totaled $9.5 million compared to $2.5 million at December 31, 2021. Total construction loans represented a 62% draw percentage at both June 30, 2022 and December 31, 2021.

The allowance for loan losses increased $738 thousand from $3.2 million at December 31, 2021 to $3.9 million at June 30, 2022. The primary driver of the increased allowance for loan losses was a provision for loan losses recognized during the six months ended June 30, 2022 of $675 thousand.

Asset quality remained strong at June 30, 2022 with non-performing loans, which is defined as non-accrual loans, loans delinquent greater than 90 days and still accruing interest, was $1.5 million or 0.19% of total gross loans. This is compared to $1.8 million of non-performing assets at December 31, 2021, which equated to 0.25% of total gross loans. Additionally, to compare our allowance for loan losses as a percentage of our gross loans outstanding, the Company also considers the credit fair value adjustment that was made to the loans acquired through the Merger, which totaled $6.1 million at June 30, 2022, in order to capture a truer picture of our overall coverage related to potential loan losses. Our allowance for loan losses and our credit fair value adjustment total $10.0 million at June 31, 2022 and represented 1.26% to our total gross loans, which is a decrease from 1.43% at December 31, 2021. At June 30, 2022 and December 31, 2021, the Company had no other real estate owned.

Deposits grew by $130.7 million or 17%, from a total of $771.7 million at December 31, 2021 to $902.4 million at June 30, 2022. Changes in the deposit types are presented in the table below:


(in thousands)	June 30, 2022		December 31, 2021		Change			%
Demand, noninterest-bearing	$	184,345	$	129,243	$	55,102			42.6	%
Demand, interest-bearing		269,493		256,258		13,235			5.2	%
Money market and savings		235,411		205,843		29,568			14.4	%
Time deposits, $250,000 and over		55,507		56,266		(759	)		(1.3	)%
Time deposits, other		157,617		124,055		33,562			27.1	%
Total deposits	$	902,373	$	771,665	$	130,708			17	%

The increase of $68.3 million in demand deposits during the first six months of 2022 was the result of new accounts opened during the first half of 2022, partially offset by net decreases in existing account balances, with new accounts contributing approximately $77.6 million in balance at June 30, 2022. Included in the time deposits balance above were brokered time deposits with a balance of $20.0 million, and $0 as of June 30, 2022 and December 31, 2021, respectively.

At June 30, 2022, other borrowings consisted of $1.6 million in borrowings under the Paycheck Protection Program Liquidity Facility (“PPPLF”), which were assumed as part of the Merger. The PPPLF is a program designated to facilitate lending by financial institutions to small businesses under the PPP provision of the CARES Act. At December 31, 2021, other borrowings consisted of $19.8 million in borrowings under the PPPLF. Subordinated debt with a fair value of $20.7 million was assumed as part of the 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 Secured Overnight Finance Rate ("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. 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. The balance of subordinated debt was $40.6 million and $20.7 million at June 30, 2022 and December 31, 2021, respectively.

Total shareholders’ equity decreased by $4.9 million, or 4.4%, from $109.6 million at December 31, 2021, to $104.8 million at June 30, 2022. The decrease was primarily attributable to a $6.7 million decrease in accumulated other comprehensive income (loss) during the first six months of 2022 as a result of decreases in fair market values of available for sale securities due to the current rising interest rate environment. This decrease to shareholders' equity was partially offset by net income for the six months ended June 30, 2022 of $3.1 million, less dividends declared of $1.5 million.

Comparison of Results of Operations for the Three Months Ended June 30, 2022 and 2021

General: Net income was $1.6 million for the three months ended June 30, 2022, or $0.16 per diluted share, an increase of $433 thousand compared to net income of $1.2 million, or $0.21 per diluted share, for the three months ended June 30, 2021.

Net income for the three months ended June 30, 2022 reflected the results of the combined company following the completion of the Merger on September 18, 2021 whereas net income for the three months ended June 30, 2021 reflected the results of GNBF prior to the Merger.

Net income for the three months ended June 30, 2022, as compared to the same prior year period was the result of an increase in net interest income before provision for loan losses of $5.0 million. This increase was partially offset by an increase in noninterest expense of $4.2 million and increases in the provision for loan losses of $351 thousand and income tax expense of $104 thousand.

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 loan 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,
	2022								2021
(Dollars in thousands)	Avg Bal		Interest			Yield/Rate			Avg Bal		Interest			Yield/Rate
Int. Earn. Cash	$	60,718	$	97			0.64	%	$	42,634	$	37			0.35	%
Securities
Taxable (1)		74,105		587			3.18	%		94,370		299			1.27	%
Tax-Exempt		45,030		377			3.36	%		48,420		382			3.16	%
Total Securities		119,135		964			3.28	%		142,790		681			1.93	%
Total Cash Equiv. and Investments		179,853		1,061			2.37	%		185,424		718			1.55	%
Total Loans		751,347		8,114			4.33	%		235,477		2,695			4.59	%
Total Earning Assets		931,200		9,175			3.95	%		420,901		3,413			3.25	%
Other Assets		90,361								19,105
Total Assets	$	1,021,561							$	440,006
Interest bearing demand	$	270,844	$	260			0.39	%	$	156,342	$	254			0.65	%
Money market demand		224,483		238			0.43	%		78,808		18			0.09	%
Time deposits		211,033		320			0.61	%		72,615		190			1.05	%
Total Borrowings		46,961		424			3.62	%		534		4			3.00	%
Total Interest-Bearing Liabilities		753,321		1,242			0.66	%		308,299		466			0.61	%
Non Int Bearing Deposits		152,691								76,770
Total Cost of Funds	$	906,012	$	1,242			0.55	%	$	385,069	$	466			0.49	%
Other Liabilities		10,489								3,099
Total Liabilities	$	916,501							$	388,168
Shareholders' Equity	$	105,060							$	51,840
Total Liabilities & Shareholders' Equity	$	1,021,561							$	440,008
Net Interest Income/Spread (FTE)				7,933			3.29	%				2,947			2.64	%
Tax-Equivalent Basis Adjustment				(80	)							(80	)
Net Interest Income			$	7,853							$	2,867
Net Interest Margin							3.38	%							2.73	%
(1) Taxable income on securities includes income from available for sale securities and income from certificates of deposits with other banks.

Rate/Volume Analysis

The following table reflects the sensitivity of the Company’s interest income and interest expense to changes in volume and in yields on interest-earning assets and costs of interest-bearing liabilities during the periods indicated.


	Three Months Ended June 30, 2022 vs. 2021 Increase (Decrease) Due To:
(Dollars in thousands)	Rate			Volume			Net
Interest Income:
Int. Earn. Cash	$	31		$	29		$	60
Securities
Taxable		449			(161	)		288
Tax-Exempt		23			(28	)		(5	)
Total Securities		472			(189	)		283
Total Loans		(153	)		5,572			5,419
Total Earning Assets		350			5,412			5,762
Interest Expense:
Interest bearing demand		(101	)		107			6
Money market demand		67			153			220
Time deposits		(80	)		210			130
Total Borrowings		1			419			420
Total Interest-Bearing Liabilities		(113	)		889			776
Change in Net Interest Income	$	463		$	4,523		$	4,986

Net Interest Income: Net interest income increased by $5.0 million, or 174%, to $7.9 million for the three months ended June 30, 2022, compared to $2.9 million for the three months ended June 30, 2021. This increase can be mostly attributed to an increase in interest income resulting from a higher average balance in loans as a result of the completion of the Merger. The net interest margin increased 65 basis points to 3.38% for the three months ended June 30, 2022 from 2.73% for the three months ended June 30, 2021. The provision for loan losses increased by $351 thousand from $44 thousand for the three months ended June 30, 2021 to $391 thousand for the same period in 2022.

Interest Income: Interest income increased to $9.1 million for the three months ended June 30, 2022, compared with $3.3 million for the three months ended June 30, 2021 primarily due to an increase in interest income on loans as a result of the growth in average assets, primarily loans, following the completion of the Merger. The growth in average balance of interest earning assets which increased $510.3 million to $931.2 million for the three months ended June 30, 2022 compared to $420.9 million for the comparable period in 2021 contributed $5.4 million in growth of 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 $515.9 million to $751.3 million for the three months ended June 30, 2022 as compared to the same period in 2021 reflecting the completion of the Merger. This growth was partially offset by a decrease in average yield on loans which decreased 26 basis points on an annualized basis from 4.59% for the three months ended June 30, 2021 to 4.33% for the three months ended June 30, 2022. In general, the lower yield on the loan portfolio can be attributed to the new loan originations that occurred from June 30, 2021 through June 30, 2022. Additionally, the loans that closed during the second quarter of 2022 did not fully reflect the impact of the Federal Reserve's increase to its benchmark rate by 150 basis points over the first two quarters of 2022 as a portion of these loans had been in various stages of our approval pipeline as benchmark rates moved upward. Overall the average yield of interest earning assets increased 70 basis points on an annualized basis to 3.95% for the three months ended June 30, 2022 as compared to the same period in 2021 due primarily to a larger concentration of interest earning assets in loans along with an increase in the average yield of securities.

Interest Expense: Interest expense increased by $776 thousand or 167% to $1.2 million for the three months ended June 30, 2022, compared to $466 thousand for the three months ended June 30, 2021. The increase in interest expense was primarily due to an increase in the average balance of interest-bearing liabilities of $445.0 million to $753.3 million for the three months ended June 30, 2022 compared to $308.3 million for the comparative period in 2021 as a result of the completion of the Merger which had the effect of increasing the average balances of deposits and borrowings. This average balance growth resulted in an increase in interest expense of $889 thousand during the three months ended June 30, 2022 as compared to the same period in 2021. The average rates paid on interest-bearing liabilities increased five basis points on an annualized basis from 0.61% for the three months ended June 30, 2021 to 0.66% for the three months ended June 30, 2022 due to the increasing interest rate environment during the current period as well as the impact of interest on $40 million in subordinated notes which were not present in the three months ended June 30, 2021.

Provision for Loan Losses: The provision for loan losses increased by $351 thousand from $44 thousand for the three months ended June 30, 2021 to $395 thousand for the three months ended June 30, 2022. During the three months ended June 30, 2022, management noted that the total amount of special mention rated loans decreased $5.5 million compared to March 31, 2022, while total substandard rated loans increased $7.5 million. The provision for the three months ended June 30, 2022 can be mostly attributed to the commercial real estate loan balances added to the pool of loans collectively evaluated for incurred losses. This increase was partially offset by a decrease in the allowance for loan losses needed for residential real estate loans which can be attributed to an increased balance of

loans individually assessed for impairment for the three months ended June 30, 2022, which required no reserve based on the estimated recoverable value of collateral in comparison to the outstanding balance due on these credits.

The Company completes a comprehensive quarterly evaluation to determine its provision for loan 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 5 of the Notes to the Consolidated Financial Statement for additional details on the provision for loan losses.

Non-interest Income: Non-interest income increased by $52 thousand to $696 thousand for the three months ended June 30, 2022, from the $644 thousand recognized during the same period of 2021. The increase was the result of an increase in BOLI income of $64 thousand, an increase in service charges on deposit accounts of $71 thousand, and an increase in gain on sale of loans of $72 thousand. These increases were partially offset by a decrease in other income of $155 thousand.

Non-interest Expense: Non-interest expense increased $4.1 million or 198%, from $2.1 million for the three months ended June 30, 2021, to $6.2 million for the three months ended June 30, 2022. The increase was largely due to an increase in salaries and employee benefits expense of $2.6 million related to higher headcount from the combined company as a result of the Merger and also due to an increase in employees to facilitate loan growth and foster deposit relationships. Additionally, there was (1) an increase of $320 thousand in occupancy expense related to increased property maintenance costs, lease costs, and depreciation expense for LINKBANK locations post-merger; (2) an increase of $365 thousand in equipment and data processing expenses related to the additional costs attributed processing post-merger customer transactions over a larger account base during the second quarter of 2022 when compared to a pre-merger basis during the second quarter of 2021; (3) an increase in professional fees of $237 thousand; (4) and an increase in other expense of $425 thousand.

Income Tax Expense: Income tax expense for the three months ended June 30, 2022 totaled $306 thousand compared to income tax expense of $202 thousand for the same period in 2021. The income tax expense recognized for the three months ended June 30, 2022 was the direct result of our net income adjusted for tax free income and non-deductible expenses. We recognized an income tax expense for the three months ended June 30, 2022 at an effective tax rate of 16.0% which is less than our statutory tax rate of 21%. This is compared to income tax expense for the three months ended June 30, 2021 which resulted in an effective tax rate of 14.6%.

Comparison of Results of Operations for the Six Months Ended June 30, 2022 and 2021

General: Net income was $3.1 million for the six months ended June 30, 2022, or $0.31 per diluted share, an increase of $832 thousand compared to net income of $2.3 million, or $0.40 per diluted share, for the six months ended June 30, 2021.

Net income for the six months ended June 30, 2022 reflected the results of the combined company following the completion of the Merger on September 18, 2021 whereas net income for the six months ended June 30, 2021 reflected the results of GNBF prior to the Merger.

Net income for the six months ended June 30, 2022, as compared to the same prior year period was the result of an increase in net interest income before provision for loan losses of $9.7 million and an increase in noninterest income of $194 thousand. These increases were partially offset by an increase in noninterest expense of $8.2 million and increases in the provision for loan losses of $584 thousand and income tax expense of $216 thousand.

Analysis of Net Interest Income


	For the Six Months Ended June 30,
	2022								2021
(Dollars in thousands)	Avg Bal		Interest			Yield/Rate			Avg Bal		Interest			Yield/Rate
Int. Earn. Cash	$	60,229	$	149			0.50	%	$	41,558	$	67			0.33	%
Securities
Taxable (1)		70,674		863			2.46	%		94,000		612			1.31	%
Tax-Exempt		45,030		746			3.34	%		48,602		768			3.19	%
Total Securities		115,704		1,609			2.80	%		142,602		1,380			1.95	%
Total Cash Equiv. and Investments		175,933		1,758			2.02	%		184,160		1,447			1.58	%
Total Loans		735,256		15,877			4.35	%		235,779		5,371			4.59	%
Total Earning Assets		911,189		17,635			3.90	%		419,939		6,818			3.27	%
Other Assets		88,189								19,609
Total Assets	$	999,378							$	439,548
Interest bearing demand	$	264,527	$	505			0.38	%	$	159,550	$	535			0.68	%
Money market demand		219,972		377			0.35	%		77,364		37			0.10	%
Time deposits		203,009		601			0.60	%		73,450		394			1.08	%
Total Borrowings		52,433		665			2.56	%		744		11			2.98	%
Total Interest-Bearing Liabilities		739,941		2,148			0.59	%		311,108		977			0.63	%
Non Int Bearing Deposits		142,323								73,791
Total Cost of Funds	$	882,264	$	2,148			0.49	%	$	384,899	$	977			0.51	%
Other Liabilities		10,347								3,924
Total Liabilities	$	892,611							$	388,823
Shareholders' Equity	$	106,767							$	50,725
Total Liabilities & Shareholders' Equity	$	999,378							$	439,548
Net Interest Income/Spread (FTE)				15,487			3.31	%				5,841			2.64	%
Tax-Equivalent Basis Adjustment				(157	)							(161	)
Net Interest Income			$	15,330							$	5,680
Net Interest Margin							3.39	%							2.73	%
(1) Taxable income on securities includes income from available for sale securities and income from certificates of deposits with other banks.

Rate/Volume Analysis


	Six Months Ended June 30, 2022 vs. 2021 Increase (Decrease) Due To:
(Dollars in thousands)	Rate			Volume			Net
Interest Income:
Int. Earn. Cash	$	35		$	47		$	82
Securities
Taxable		536			(285	)		251
Tax-Exempt		36			(58	)		(22	)
Total Securities		572			(343	)		229
Total Loans		(281	)		10,787			10,506
Total Earning Assets		326			10,491			10,817
Interest Expense:
Interest bearing demand		(228	)		198			(30	)
Money market demand		96			244			340
Time deposits		(175	)		382			207
Total Borrowings		(2	)		656			654
Total Interest-Bearing Liabilities		(309	)		1,480			1,171
Change in Net Interest Income	$	635		$	9,011		$	9,646

Net Interest Income: Net interest income increased by $9.65 million, or 170%, to $15.33 million for the six months ended June 30, 2022, compared to $5.68 million for the six months ended June 30, 2021. This increase can be mostly attributed to an increase in interest income resulting from a higher average balance in loans as a result of the completion of the Merger. The net interest margin increased 66 basis points to 3.39% for the six months ended June 30, 2022 from 2.73% for the six months ended June 30, 2021. The provision for loan losses increased by $584 thousand from $91 thousand for the six months ended June 30, 2021 to $675 thousand for the same period in 2022.

Interest Income: Interest income increased to $17.5 million for the six months ended June 30, 2022, compared with $6.7 million for the six months ended June 30, 2021 primarily due to an increase in interest income on loans as a result of the growth in average assets, primarily loans, following the completion of the Merger. The growth in average balance of interest earning assets which increased $491.3 million to $911.2 million for the six months ended June 30, 2022 compared to $419.9 million for the comparable period in 2021 contributed $10.5 million in growth of 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 $499.5 million to $735.3 million for the six months ended June 30, 2022 as compared to the same period in 2021 reflecting the completion of the Merger. This growth was partially offset by a decrease in average yield on loans which decreased 24 basis points on an annualized basis from 4.59% for the six months ended June 30, 2021 to 4.35% for the six months ended June 30, 2022. In general, the lower yield on the loan portfolio can be attributed to the new loan originations that occurred from June 30, 2021 through June 30, 2022. Additionally, the loans that closed during the first six months of 2022 did not fully reflect the impact of the Federal Reserve's increase to its benchmark rate by 150 basis points over the first two quarters of 2022 as a portion of these loans had been in various stages of our approval pipeline as benchmark rates moved upward. Overall the average yield of interest earning assets increased 63 basis points on an annualized basis to 3.90% for the six months ended June 30, 2022 as compared to the same period in 2021 due primarily to a larger concentration of interest earning assets in loans and an increase in the average yield of securities.

Interest Expense: Interest expense increased by $1.2 million or 120% to $2.1 million for the six months ended June 30, 2022, compared to $977 thousand for the six months ended June 30, 2021. The increase in interest expense was primarily due to an increase in the average balance of interest-bearing liabilities of $428.8 million to $739.9 million for the six months ended June 30, 2022 compared to $311.1 million for the comparative period in 2021 as a result of (1) the completion of the Merger which had the effect of increasing the average balances of deposits and borrowings, and (2) the issuance of subordinated debt in April 2022, which had the effect of increasing the average balances of borrowings. This average balance growth resulted in an increase in interest expense of $1.5 million during the six months ended June 30, 2022 as compared to the same period in 2021. This impact of average balance growth on interest expense was partially offset by a decrease in average rates paid on interest-bearing liabilities. This resulted in a cost of funds decrease of two basis points on an annualized basis from 0.51% for the six months ended June 30, 2021 to 0.49% for the six months ended June 30, 2022 due to management's ability to generate low cost deposits as well as reduce the overall average rate paid on time deposits as renewals occurred. Offsetting this reduction in interest expense partially was the impact to interest expense of $20 million of subordinated notes acquired in the Merger as well as $20 million of new subordinated notes issued during April of 2022.

Provision for Loan Losses: The provision for loan losses increased by $584 thousand from $91 thousand for the six months ended June 30, 2021 to $675 thousand for the six months ended June 30, 2022. During the six months ended June 30, 2022, management noted that the total amount of special mention rated loans decreased $3.9 million compared to December 31, 2021, while total substandard rated loans decreased $5.0 million and doubtful rated loans increased by $2.7 million. The provision for the six months

ended June 30, 2022 can be mostly attributed to the commercial real estate loan balances added to the pool of loans collectively evaluated for incurred losses. This increase was partially offset by a decrease in the allowance for loan losses needed for residential real estate loans which can be attributed to an increased balance of loans individually assessed for impairment for the six months ended June 30, 2022, which required no reserve based on the estimated recoverable value of collateral in comparison to the outstanding balance due on these credits.

Refer to Note 5 of the Notes to the Consolidated Financial Statement for additional details on the provision for loan losses.

Non-interest Income: Non-interest income increased by $194 thousand to $1.4 million for the six months ended June 30, 2022, from the $1.2 million recognized during the same period of 2021. The increase was the result of an increase in BOLI income of $130 thousand, and service charges on deposit accounts of $87 thousand. This increase was partially offset by decreases in other income of $98 thousand.

Non-interest Expense: Non-interest expense increased $8.2 million or 199%, from $4.1 million for the six months ended June 30, 2021, to $12.3 million for the six months ended June 30, 2022. The increase was largely due to an increase in salaries and employee benefits expense of $5.1 million related to higher headcount from the combined company as a result of the Merger and also due to an increase in employees to facilitate loan growth and foster deposit relationships. Additionally, the there was (1) an increase of $632 thousand in occupancy expense related to increased property maintenance costs, lease costs, and depreciation expense for LINKBANK locations post-merger; (2) an increase of $724 thousand in equipment and data processing expenses related to the additional costs attributed processing post-merger customer transactions over a larger account base during the first six months of 2022 when compared to a pre-merger basis during the same period in 2021; and (3) an increase in other expenses of $988 thousand.

Income Tax Expense: Income tax expense for the six months ended June 30, 2022 totaled $591 thousand compared to income tax expense of $375 thousand for the same period in 2021. The income tax expense recognized for the six months ended June 30, 2022 was the direct result of our net income adjusted for tax free income and non-deductible expenses. We recognized an income tax expense for the six months ended June 30, 2022 at an effective tax rate of 15.9% which is less than our statutory tax rate of 21%. This is compared to income tax expense for the six months ended June 30, 2021 which resulted in an effective tax rate of 14.0%.

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, 2022, totaled $134.3 million, or 63.0% of our certificates of deposit, and 14.9% of total 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. 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, 2022, the Company had no outstanding FHLB borrowings with a

remaining available capacity with FHLB, subject to certain collateral restrictions, of approximately $276.2 million. In addition, the Company had $51 million in available lines of credit with other banks at June 30, 2022.

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, 2022 and December 31, 2021, the Bank met the capital requirements to be considered “well capitalized.” See Note 10 within the Notes to the Consolidated Financial Statements for more information regarding our capital resources.

Off-Balance Sheet Arrangements and Contractual Obligations

See Note 11 within the Notes to the 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 estimates.

Management's critical accounting estimates are unchanged from the disclosures presented in our Annual Report on Form 10-K for the year ended December 31, 2021.

Recently Issued Accounting Standards

Recently issued accounting standards are included in Note 1 of the Notes to the Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on their evaluation of the Company’s disclosure controls and procedures as of June 30, 2022, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in 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 are operating in an effective manner.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2022, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

At June 30, 2022, the Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which involve amounts in the aggregate believed by management to be immaterial to the financial condition and operating results of the Company.

Item 1A – Risk Factors

There have been no material changes to the risk factors set forth under Item 1.A. Risk Factors as set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

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

None.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

EXHIBIT INDEX



Exhibit Number	Description

3.1	Articles of Incorporation, as amended, incorporated by reference to Exhibit 3.1 to Form S-4 Registration Statement, filed May 7, 2021

3.2	Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 to Form S-4 Registration Statement, filed May 7, 2021

31.1	Certification of Principal Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2	Certification of Principal Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32	Section 1350 Certification

101 INS**	The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

101 SCH**	Inline XBRL Taxonomy Extension Schema Document

101 CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101 DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document

101 LAB**	Inline XBRL Taxonomy Extension Label Linkbase Document

101 PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	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 Statements of Condition as of June 30, 2022 and December 31, 2021; (ii) Consolidated Statements of Income for the three and six months ended June 30, 2022 and 2021; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021; (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021; (v) Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2022 and 2021; and (vi) Notes to Unaudited Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 15, 2022

LINKBANCORP, INC.


By:	/s/ Andrew Samuel
	Andrew Samuel
	Vice Chairman and Chief Executive Officer
	(Principal Executive Officer)

By:	/s/ Kristofer Paul
	Kristofer Paul
	Chief Financial Officer
	(Principal Financial Officer)
	(Principal Accounting Officer)