LNKB LINKBANCORP Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2023

 

 

LINKBANCORP, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Pennsylvania			001-41505	82-5130531
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1250 Camp Hill Bypass, Suite 202
Camp Hill, Pennsylvania				17011
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 855 569-2265

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		LNKB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 the Exchange Act. ☐

 

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Explanatory Note

On November 30, 2023, LINKBANCORP, Inc., a Pennsylvania corporation ("LINK"), completed its previously announced combination with Partners Bancorp, a Maryland corporation ("Partners"), pursuant to the Agreement and Plan of Merger, dated February 22, 2023, by and between LINK and Partners (the "Merger Agreement"). At the closing, Partners merged with and into LINK, with LINK as the surviving entity (the "Merger"). On November 30, 2023, immediately following the Merger, The Bank of Delmarva, a Delaware chartered bank and a wholly-owned direct subsidiary of Partners (“TBOD”), merged with and into LINKBANK, a Pennsylvania bank and a wholly-owned subsidiary of LINK (“LINKBANK”), with LINKBANK as the surviving bank (the “TBOD Bank Merger”). On November 30, 2023, immediately following the TBOD Bank Merger, Virginia Partners Bank, a Virginia chartered bank and a wholly-owned direct subsidiary of Partners, merged with and into LINKBANK, with LINKBANK as the surviving bank.

On December 1, 2023, the Company filed a Current Report on Form 8-K reporting the completion of the Merger (the "Original Report"). This Amendment No. 1 to the Original Report is being filed with the Securities and Exchange Commission (the "Commission") solely to amend and supplement item 9.01 of the Original Report, as described in Item 9.01 below. This Amendment No. 1 makes no other amendments to the Original Report.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.   Pursuant to General Instruction B.3 of Form 8-K, the audited consolidated financial statements of Partners as of and for the years ended December 31, 2022 and 2021, including the independent auditor's report, are not required to be filed again by this Current Report on From 8-K, because substantially the same information was previously filed in the Company's Registration Statement on Form S-4, as originally filed with the Commission on April 28, 2023 (File No. 333-271516) and as thereafter amended. The unaudited consolidated balance sheet of Partners as of September 30, 2023 and the unaudited consolidated statements of operations and cash flows for the nine months ended September 30, 2023 and 2022 are filed herewith as Exhibit 99.1 and are incorporated by reference into this item 9.01(a).
(b)	Pro forma financial information
	The unaudited pro forma condensed consolidated combined financial information as of and for the nine months ended September 30, 2023 and for the year ended December 21, 2022 is filed herewith as Exhibit 99.2 and is incorporated by reference into this item 9.01(b)
(c)	Shell company transactions. None.
(d)	Exhibits.
	99.1 Unaudited consolidated balance sheet of Partners as of September 30, 2023 and the unaudited consolidated statements of operations and cash flows for the nine months ended September 30, 2023 and 2022 (incorporated by reference to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 by Partners Bancorp filed on November 9, 2023 (File No. 001-39285))
	99.2 Unaudited Pro Forma Condensed Combined Consolidated Financial Information as of and for the nine months ended September 30, 2023 and for the year ended December 31, 2022
	104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

 

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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.

			LINKBANCORP, INC.
Date:	February 15, 2024	By:	/s/ Carl D. Lundblad
			Carl D. Lundblad President

 

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EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

 

 

The unaudited pro forma condensed combined consolidated financial information has been prepared using the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, ASC 805, “Business Combinations”, giving effect to LINKBANCORP, Inc.’s (“LINK”) proposed acquisition of Partners Bancorp (“Partners”). Under this method, Partners assets and liabilities as of the date of the acquisition will be recorded at their respective fair values and added to those of LINK. Any difference between the purchase price for Partners and the fair value of the identifiable net assets acquired (including core deposit intangibles) will be recorded as goodwill. The goodwill resulting from the acquisition will not be amortized to expense, but instead will be reviewed for impairment at least annually. Any core deposit intangible and other intangible assets with estimated useful lives to be recorded by LINK in connection with the acquisition will be amortized to expense over their estimated useful lives. The financial statements of LINK issued after the acquisition will reflect the results attributable to the acquired operations of Partners beginning on the date of completion of the acquisition. The merger was consummated on November 30, 2023.

The following unaudited pro forma condensed combined consolidated financial information and accompanying notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of LINK and accompanying notes included in LINK’s Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference into LINK’s Registration Statement on Form S-4 (File No. 333-271516) as originally filed with the Securities and Exchange Commission (the “Commission”) on April 28, 2023 and as thereafter amended (the “Registration Statement”), (ii) the historical unaudited consolidated financial statements of LINK and the related notes for the nine months ended September 30, 2023 included in LINK’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2023, (iii) the historical audited consolidated financial statements of Partners and the related notes for the year ended December 31, 2022 incorporated by reference into the Registration Statement, and (iv) the historical unaudited consolidated financial statements of Partners for the nine months ended September 30, 2023, which are included in this Current Report on Form 8-K as Exhibit 99.1.

 

The unaudited pro forma condensed combined consolidated financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined consolidated financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma condensed combined consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Information, which requires the depiction of the accounting for the transaction, which we refer to as transaction accounting adjustments.

 

Regulation S-X also allows for management adjustments that could include presentation of the reasonably estimable cost savings and revenue enhancements and other transaction effects that have occurred or are reasonably expected to occur. Please note the unaudited pro forma condensed combined consolidated financial information does not include management adjustments for any potential effects of changes in market conditions, revenue enhancements or expense efficiencies, or any post-closing sale of loans or deposits among other factors.

The following unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2023, combines the historical financial statements of LINK and Partners. The unaudited pro forma condensed combined consolidated financial statements give effect to the proposed acquisition as if the acquisition occurred on September 30, 2023, with respect to the balance sheet, and January 1, 2022, with respect to the statements of income for both the year ended December 31, 2022 and the nine months ended September 30, 2023. Certain reclassification adjustments have been made to Partners’ financial statements to conform to LINK’s financial statement presentation.

The unaudited pro forma condensed combined consolidated financial statements were prepared with LINK as the accounting acquirer and Partners as the accounting acquiree under the acquisition method of accounting. Accordingly, the consideration paid by LINK to complete the acquisition of Partners will be allocated to Partners’

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assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition. The allocation is dependent upon certain valuations and other studies that have not been finalized at this time; however, preliminary significant valuations based on the fair value of the acquired assets and liabilities have been estimated and included in the unaudited condensed pro forma financial statements. The pro forma calculations, shown below, include a closing share price of $6.47, which represents the closing price of LINK’s common stock on November 30, 2023.

The unaudited pro forma condensed combined consolidated combined statements of income and earnings per share data do not include anticipated cost savings or revenue enhancements, nor do they include one-time merger-related expenses which will be expensed against income, or a one-time provision expense of $9.7 million related to ASC 326 Current Expected Credit Losses (“CECL”) allowance for credit losses for non-PCD loans. LINK is continuing to assess the two companies’ personnel, benefits plans, premises, equipment, computer systems and service contracts to determine where the companies may take advantage of redundancies or where it will be beneficial or necessary to convert to one system. Certain decisions arising from these assessments may involve canceling contracts between either LINK or Partners and certain service providers. There is no assurance that the anticipated cost savings will be realized on the anticipated time schedule or at all.

The pro forma combined basic and diluted earnings per share of LINK common stock are based on the pro forma combined net income per common share for LINK and Partners divided by the pro forma basic or diluted common shares of the combined entities. The pro forma information includes adjustments related to the fair value of assets and liabilities of Partners and is subject to adjustment as additional information becomes available and as final merger data analyses are performed.

The pro forma condensed combined consolidated balance sheet and book value per share data do include the impact of merger related expenses on the balance sheet with Partners’ after-tax charges currently estimated at $3.7 million, illustrated as a transaction adjustment to accrued other liabilities, LINK’s after-tax estimated charges of $7.2 million, illustrated as a decrease to retained earnings and to accrued other liabilities, and the one-time provision expense of $9.7 million related to CECL allowance for credit losses for non-PCD loans shown as an increase in the allowance for credit losses and a decrease in retained earnings. The pro forma combined book value per share of LINK common stock is based on the pro forma combined common stockholders’ equity of LINK and Partners divided by total pro forma common shares of the combined entities.

The unaudited pro forma data are qualified by the statements set forth under this caption and should not be considered indicative of the market value of LINK common stock or the actual or future results of operations of LINK for any period. Actual results may be materially different than the pro forma information presented.

 

 

 

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Unaudited Combined Pro Forma Balance Sheets as of September 30, 2023
($ In Thousands, Except Per Share Data)
			LINKBANCORP, Inc.				Partners Bancorp				Transaction Accounting Adjustments				LINKBANCORP, Inc. Pro Forma Combined
Assets:
	Noninterest-bearing cash equivalents		$	5,447			$	15,674			$	-			$	21,121
	Interest-bearing deposits with other institutions			62,532				23,141				(1,961	)	(1)		83,712
	Federal funds sold			-				9,816				-				9,816
	Cash and cash equivalents			67,979				48,631				(1,961	)			114,649
	Certificates of deposit with other banks			249				-								249
	Securities available for sale, at fair value			78,779				121,920				(921	)	(3)		199,778
	Securities held to maturity			37,266				-				-				37,266
	Loans held for sale			-				354				-				354
	Loans receivable			978,912				1,297,504				(64,538	)	(4)		2,211,878
	Less: Allowance for credit losses - loans			(9,964	)			(16,075	)			2,078		(5)		(23,961	)
	Net loans			968,948				1,281,429				(62,460	)			2,187,917
	Investments in restricted bank stock			3,107				5,640				-				8,747
	Premises and equipment, net			6,414				14,116				2,821		(6)		23,351
	Right-of-Use Asset - Premises			9,727				6,078				-				15,805
	Bank-owned life insurance			24,732				19,064				-				43,796
	Goodwill			35,842				9,582				13,424		(1)		58,848
	Other intangible assets, net			873				1,185				24,159		(7)		26,217
	Deferred income taxes, net			6,880				9,429				7,659		(8)		23,968
	Accrued interest receivable and other assets			14,899				15,605				(1,191	)	(9)		29,313
	TOTAL ASSETS		$	1,255,695			$	1,533,033			$	(18,470	)		$	2,770,258
LIABILITIES
	Deposits:
	Demand, noninterest bearing		$	210,404			$	508,793			$	-			$	719,197
	Interest bearing			831,368				814,236				(3,595	)	(10)		1,642,009
	Total deposits			1,041,772				1,323,029				(3,595	)			2,361,206
	Other borrowings			15,000				30,396				-				45,396
	Subordinated debt, net			40,354				22,249				(1,179	)	(11)		61,424
	Operating lease liabilities			9,728				6,944				-				16,672

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	Accrued interest payable and other liabilities			7,490				6,756				12,991		(12)		27,237
	Total liabilities			1,114,344				1,389,374				8,217				2,511,935
SHAREHOLDERS' EQUITY
	Common stock			162				180				27		(1)(2)		369
	Surplus			127,856				88,809				44,289		(1)(2)		260,954
	Retained earnings			19,062				70,916				(87,764	)	(2)(5)(12)		2,214
	Accumulated other comprehensive loss			(5,729	)			(16,761	)			16,761		(2)		(5,729	)
	Total equity attributable to parent			141,351				143,144				(26,687	)	(2)		257,808
	Noncontrolling interest in consolidated subsidiary			-				515				-				515
	TOTAL SHAREHOLDERS' EQUITY			141,351				143,659				(26,687	)			258,323
	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	1,255,695			$	1,533,033			$	(18,470	)		$	2,770,258
	Per share data:
	Common shares outstanding			16,235,871				17,985,577				2,697,608		(1)		36,919,056
	Book value per share		$	8.71			$	7.99							$	7.00

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Unaudited Pro Forma Combined Statements of Income for nine months ended September 30, 2023
($ In Thousands, Except Per Share Data)
		LINKBANCORP, Inc.				Partners Bancorp				Transaction Accounting Adjustments				LINKBANCORP, Inc. Pro Forma Combined
INTEREST AND DIVIDEND INCOME
Loans receivable, including fees		$	37,330			$	51,493			$	6,834		(4)	$	95,657
Investment securities			3,204				2,614				1,358		(3)		7,176
Interest bearing deposits and other			-				1,664				-				1,664
Federal funds sold and other			1,561				823				-				2,384
Total interest and dividend income			42,095				56,594				8,192				106,881
INTEREST EXPENSE
Deposits			15,193				8,906				449		(10)		24,548
Other borrowings			1,196				2,401				-				3,597
Subordinated debt			1,311				-				467		(11)		1,778
Total interest expense			17,700				11,307				916				29,923
NET INTEREST INCOME BEFORE (CREDIT TO) PROVISION FOR     CREDIT LOSSES			24,395				45,287				7,276				76,958
(Credit to) provision for credit losses			(549	)			396				-				(153	)
NET INTEREST INCOME AFTER (CREDIT TO) PROVISION FOR     CREDIT LOSSES			24,944				44,891				7,276				77,111
NONINTEREST INCOME
Service fees on deposit accounts			593				795				-				1,388
Bank-owned life insurance			488				-				-				488
Net realized gains (losses) on the sales of debt securities, available for sale			(2,370	)			-				-				(2,370	)
Gains on sale of loans			296				455				-				751
Other			905				2,158				-				3,063
Total non-interest income			(88	)			3,408				-				3,320
NONINTEREST EXPENSE
Salaries and employee benefits			12,350				17,337				-				29,687
Occupancy			2,104				4,194				109		(6)		6,407
Merger & system conversion related expenses			1,679				1,617				(3,296	)	(12)		-
Other			7,414				9,768				3,110		(7)		20,292
Total noninterest expense			23,547				32,916				(77	)			56,386
Income before income tax expense			1,309				15,383				7,353				24,045
Income tax expense			276				3,943				1,765		(8)		5,984
NET INCOME			1,033				11,440				5,588				18,061
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST			-				192				-				192
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS		$	1,033			$	11,632			$	5,588			$	18,253
Basic earnings per common share		$	0.06			$	0.65							$	0.50
Diluted earnings per common share		$	0.06			$	0.65							$	0.50

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Cash dividends per common share		$	0.23			$	0.12							$	0.35
Basic weighted average common shares outstanding			15,984,151				17,985,000				2,698,185		(1)		36,667,336
Diluted weighted average common shares outstanding			15,984,151				17,993,000				2,698,185		(1)		36,675,336
Consolidated Statements of Comprehensive Income:
Net Income Available to LINKBANCORP, Inc.			1,033				11,440				5,588				18,061
Components of other comprehensive income:
Unrealized loss on available-for-sale securities, net of tax			(1,902	)			(3,680	)			3,680				(1,902	)
Securities gains realized in net income, net of tax			-				-				-				-
Unrealized gain on cash flow hedges			2,578				-				-				2,578
Comprehensive Income Available to LINKBANCORP, Inc.		$	1,709			$	7,760			$	9,268			$	20,371

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Unaudited Pro Forma Combined Statements of Income for twelve months ended December 31, 2022
($ In Thousands, Except Per Share Data)
	LINKBANCORP, Inc.				Partners Bancorp				Transaction Accounting Adjustments				LINKBANCORP, Inc. Pro Forma Combined
INTEREST AND DIVIDEND INCOME
Loans receivable, including fees	$	36,396			$	55,570			$	12,217		(4)	$	104,183
Investment securities		3,335				2,917				1,811		(3)		8,063
Interest bearing deposits and other		533				3,380				-				3,913
Federal funds sold and other		-				793				-				793
Total interest and dividend income		40,264				62,660				14,028				116,952
INTEREST EXPENSE
Deposits		5,337				4,654				2,559		(9)		12,550
Other borrowings		441				613				-				1,054
Subordinated debt		1,501				1,397				716		(10)		3,614
Total interest expense		7,279				6,664				3,275				17,218
NET INTEREST INCOME BEFORE PROVISION FOR     CREDIT LOSSES		32,985				55,996				10,753				99,734
Provision for credit losses		1,290				1,348				-				2,638
NET INTEREST INCOME AFTER PROVISION FOR     CREDIT LOSSES		31,695				54,648				10,753				97,096
NONINTEREST INCOME
Service fees on deposit accounts		832				989				-				1,821
Bank-owned life insurance		497				452				-				949
Net realized gains (loss) on the sales of debt securities, available for sale		13				(5	)			-				8
Gains on sale of loans		753				-				-				753
Other		862				3,765				-				4,627
Total non-interest income		2,957				5,201				-				8,158
NONINTEREST EXPENSE
Salaries and employee benefits		16,224				22,454				-				38,678
Occupancy		2,119				3,839				145		(6)		6,103
Merger & system conversion related expenses		973				1,400				(2,373	)	(12)		-
Other		8,516				14,157				4,608		(7)		27,281
Total non-interest expense		27,832				41,850				2,380				72,062
Income before income tax expense		6,820				17,999				8,373				33,192
Income tax expense		1,222				4,512				2,010		(8)		7,744
NET INCOME		5,598				13,487				6,363				25,448
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST		-				128				-				128
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	5,598			$	13,615			$	6,363			$	25,576
Basic earnings per common share	$	0.49			$	0.76							$	0.80
Diluted earnings per common share	$	0.49			$	0.76							$	0.80

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Cash dividends per common share	$	0.30			$	0.12							$	0.42
Basic weighted average common shares outstanding		11,310,386				17,961,000				2,722,185		(1)		31,993,571
Diluted weighted average common shares outstanding		11,310,386				17,993,000				2,722,185		(1)		32,025,571
Consolidated Statements of Comprehensive (Loss) Income:
Net Income Available to LINKBANCORP, Inc.		5,598				13,615				6,363				25,576
Components of other comprehensive (loss) income:
Unrealized loss on available-for-sale securities, net of tax		(8,173	)			(13,400	)			13,400				(8,173	)
Securities (losses) gains realized in net income, net of tax		(10	)			4				(4	)			(10	)
Comprehensive (Loss) Income Available to LINKBANCORP, Inc.	$	(2,585	)		$	219			$	19,759			$	17,393

 

 

Unaudited Pro Forma Per Share Data
For The Nine Months Ended September 30, 2023
		LINKBANCORP, Inc. Historical				Partners Bancorp Historical				Pro Forma Combined				Pro Forma Equivalent Partners Bancorp Share (A)
For The Nine Months Ended September 30, 2023:
Earnings per share
Net income per share (Basic)		$	0.06			$	0.65			$	0.50			$	0.57
Net income per share (Diluted)		$	0.06			$	0.65			$	0.50			$	0.57
Cash dividends per share		$	0.23			$	0.12			$	0.35			$	0.40

 

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Unaudited Pro Forma Per Share Data
For The Twelve Months Ended December 31, 2022
($ in Thousands, Except Per Share Data)
		LINKBANCORP, Inc. Historical				Partners Bancorp Historical				Pro Forma Combined				Pro Forma Equivalent Partners Bancorp Share (A)
Earnings per share:
For the year ended December 31, 2022
Net income per share (Basic)		$	0.49			$	0.76			$	0.80			$	0.91
Net income per share (Diluted)		$	0.49			$	0.76			$	0.80			$	0.91
Cash Dividends Per Share		$	0.30			$	0.12			$	0.42			$	0.48

 

 

 

 

 

 

 

 

 

 

 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL STATEMENTS

 

 

Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of Partners Common Stock (each, a “Partners stock option”) granted under the

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Partners Bancorp 2021 Incentive Stock Plan, Virginia Partners Bank 2015 Incentive Stock Option Plan, Delmar Bancorp 2014 Stock Plan, Virginia Partners Bank 2008 Incentive Stock Option Plan, Liberty Bell Bank 2004 Incentive Stock Option Plan and Liberty Bell Bank 2004 Non-Qualified Stock Option Plan (the “Partners Plans”) was converted into an option to purchase a number of shares of LINK Common Stock equal to the product of (x) the number of shares of Partners Common Stock subject to such Partners stock option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded to the nearest whole cent) equal to (A) the exercise price per share of Partners Common Stock of such Partners stock option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Each Partners stock option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Partners stock option immediately prior to the Effective Time.

 

Pursuant to the terms of the Merger Agreement, at the Effective Time, all Partners restricted stock awards granted under the Partners Plans which were outstanding on February 22, 2023 and remained outstanding as of the Effective Time accelerated in full and fully vested immediately prior to the Effective Time and were converted into the right to receive the Merger Consideration, in accordance with the Exchange Ratio, less applicable withholding taxes. All Partners restricted stock awards that were granted after February 22, 2023 and which were outstanding as of the Effective Time were converted into Merger Consideration on the same terms as, and were treated in the same manner as, all other shares of Partners Common Stock, except that such shares will remain subject to the same restrictions as to transferability and forfeiture set forth in the applicable award agreement.

 

 

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(Unaudited) (dollars in thousands, except per share data)		Partners Bancorp Book Value September 30, 2023				Fair Value Adjustments				Partners Bancorp Fair Value September 30, 2023
Assets acquired
Cash and cash equivalents		$	38,815			$	-			$	38,815
Federal funds sold			9,816				-				9,816
Securities available for sale, at fair value			121,920				(921	)	(3)		120,999
Loans held for sale			354				-				354
Loans receivable			1,297,504				(64,538	)	(4)		1,232,966
Allowance for credit losses - loans			(16,075	)			11,772		(5)		(4,303	)
Loans receivable, net			1,281,429				(52,766	)			1,228,663
Restricted stock			5,640				-				5,640
Premises and equipment			14,116				2,821		(6)		16,937
Accrued interest receivable			-				-				-
Core deposit intangibles			-				25,344		(7)		25,344
Deferred tax asset			9,429				5,602		(8)		15,031
Right-of-use-asset -- premises			6,078				-				6,078
Other assets			34,669				(1,191	)			33,478
Total assets acquired			1,522,266				(21,111	)			1,501,155
Liabilities assumed
Deposits			1,323,029				(3,595	)	(9)		1,319,434
Borrowings			30,396				-		(10)		30,396
Subordinated debt			22,249				(1,179	)	(11)		21,070
Accrued interest payable			-				-				-
Operating lease liabilities			6,944				-				6,944
Other liabilities			6,756				3,780		(12)		10,536
Total liabilities assumed			1,389,374				(994	)			1,388,380
Net assets acquired											112,775
Consideration paid
Common stock consideration:
Common shares of Partners Bancorp											17,985,577
Exchange Ratio											1.150
LINKBANCORP, Inc. common stock issued (excludes fractional shares)											20,683,185
LINKBANCORP, Inc. stock price on acquisition date										$	6.47
Purchase price assigned to Partners Bancorp common shares											133,820
Cash in lieu of fractional shares										$	2
Restricted stock consideration:
Partners Bancorp restricted common shares											297,726
LINKBANCORP, Inc. stock price on acquisition date										$	6.47
Total purchase price assigned to Partners Bancorp restricted shares										$	1,926
Cash paid in exchange for Partners Bancorp stock options										$	33

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Total consideration								$	135,781
Goodwill								$	23,006

 

 

 

 

 

								Balance Sheet
(Dollars in thousands, except per share data)								September 30, 2023
Transaction accounting adjustment for common stock
Reversal of Partners common stock								$	(180	)
Number of LINK common shares issued					20,683,185
Par value of LINK common stock				$	0.01
Par value of LINK common shares issued for merger									207
Total transaction accounting adjustment for common stock								$	27

 

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								Balance Sheet
(Dollars in thousands, except per share data)								September 30, 2023
Transaction accounting adjustment for APIC
Reversal of Partners common stock to APIC								$	180
Reversal of Partners retained earnings to APIC									70,916
Reversal of Partners accumulated other comprehensive loss to APIC									(16,761	)
Common shares of Partners Bancorp, Inc.					17,985,577
Exchange ratio					1.1500
LINKBANCORP, Inc. common stock issued					20,683,185
LINKBANCORP, Inc. stock price on acquisition date, November 30, 2023				$	6.47
Purchase price consideration for common stock				$	133,820
Cash in lieu of fractional shares					2
Total purchase price					133,822
Par value of LINKBANCORP, Inc. shares issued for merger at $0.01 per share					(207	)
APIC adjustment for LINKBANCORP, Inc. shares issued					133,613
Less: Partners Equity					(143,659	)
Plus: Partners goodwill					-
Net adjustment to APIC for stock consideration									(10,046	)
Total transaction accounting adjustment for APIC								$	44,289

 

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						Balance Sheet
(Dollars in thousands, except per share data)						September 30, 2023
Transaction accounting adjustment for retained earnings
Reversal of Partners retained earnings						$	(70,916	)
Acquisition activity - LINK merger costs							(7,154	)
Provision for loan losses for Non-PCD loans							(9,694	)
Total transaction accounting adjustment for retained earnings						$	(87,764	)

 

		Balance Sheet
(Dollars in thousands, except per share data)		September 30, 2023
Transaction accounting adjustment for accumulated other comprehensive loss
Reversal of Partners' accumulated other comprehensive loss		$	16,761
Total transaction accounting adjustment for accumulated other comprehensive loss		$	16,761

 

						Statements of Income
						Nine Months				Twelve Months
		Balance Sheet				Ended				Ended
		September 30, 2023				September 30, 2023				December 31, 2022
Investment securities available for sale
Investment securities available for sale fair value adjustment		$	(921	)		$	1,358			$	1,811
Total balance sheet adjustments for securities available for sale		$	(921	)		$	1,358			$	1,811

 

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						Statements of Income
						Nine Months				Twelve Months
		Balance Sheet				Ended				Ended
		September 30, 2023				September 30, 2023				December 31, 2022
Fair value adjustments on loans acquired
HFI Non-PCD loans fair value		$	(48,306	)		$	4,883			$	8,648
HFI PCD Accruing loans non-credit fair value			(21,972	)			1,951				3,569
HFI PCD Non-accruing loans non-credit fair value			(1,025	)			-				-
Total fair value adjustment assigned to loans			(71,303	)			6,834				12,217
Reversal of deferred loan fees, net			2,462				-				-
Gross-up for PCD accruing allowance for credit losses			4,145				-				-
Gross-up for PCD non-accruing allowance for credit losses			158				-				-
Total adjustments to loans		$	(64,538	)		$	6,834			$	12,217

 

 

						Statements of Income
						Nine Months				Twelve Months
		Balance Sheet				Ended				ended
		September 30, 2023				September 30, 2023				December 31, 2022
Allowance for loan credit losses
Reversal of existing allowance for credit losses		$	16,075			$	-			$	-
PCD Accruing allowance for credit losses			(4,145	)			-				-
PCD Non-Accruing allowance for credit losses			(158	)			-				-
Total adjustments to allowance for credit losses excluding CECL ACL for non-PCD loans			11,772				-				-
CECL ACL for Non-PCD loans ("CECL Credit Double Count")			(9,694	)			-				-
Total adjustments to allowance for credit losses excluding CECL ACL for non-PCD loans		$	2,078			$	-			$	-

 

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						Statements of Income
						Nine Months				Twelve Months
		Balance Sheet				Ended				Ended
		September 30, 2023				September 30, 2023				December 31, 2022
Premises and equipment
Premise fair value		$	6,340			$	109			$	145
Write off of fixed assets			(3,520	)			-
Total adjustments for premise and equipment		$	2,821			$	109			$	145

 

						Statements of Income
						Nine Months				Twelve Months
		Balance Sheet				Ended				Ended
		September 30, 2023				September 30, 2023				December 31, 2022
Core deposit intangible asset
Reversal of old core deposit intangible		$	(1,185	)		$	-			$	-
Core deposit intangible asset			25,344				3,110				4,608
Total core deposit intangible asset		$	24,159			$	3,110			$	4,608

 

 

						Statements of Income
						Nine Months				Twelve Months
		Balance Sheet				Ended				Ended
		September 30, 2023				September 30, 2023				December 31, 2022
Tax impact
Fair value adjustments		$	10,063			$	974			$	1,440
Reversal of existing deferred fees, net			(591	)			-				-
Reversal of existing allowance for credit losses			(3,870	)			-				-
Reversal of merger related expenses LINK and Partners			-				790				1,140
Total tax impact		$	5,602			$	1,764			$	2,580

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						Statements of Income
						Nine Months				Twelve Months
		Balance Sheet				Ended				Ended
		September 30, 2023				September 30, 2023				December 31, 2022
Other Assets
Write off of prepaid expenses		$	(1,191	)		$	-			$	-
Total adjustments to other assets		$	(1,191	)		$	-			$	-

 

 

						Statements of Income
						Nine Months				Twelve Months
		Balance Sheet				Ended				ended
		September 30, 2023				September 30, 2023				December 31, 2022
Certificates of Deposit
Reversal of existing certificate of deposit discount		$	1			$	-			$	-
Certificate of deposit fair value			(3,596	)			449				2,559
Total adjustment for certificates of deposits		$	(3,595	)		$	449			$	2,559

 

 

						Statements of Income
						Nine Months				Twelve Months
		Balance Sheet				Ended				ended
		September 30, 2023				September 30, 2023				December 31, 2022
Subordinated debt
Reversal of debt issuance costs		$	293			$	-			$	-
Subordinated debt fair value			(1,472	)			467				716
Total adjustments for subordinated debt		$	(1,179	)		$	467			$	716

 

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v3.24.0.1

Document And Entity Information	Nov. 30, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Document Period End Date	Nov. 30, 2023
Entity Registrant Name	LINKBANCORP, Inc.
Entity Central Index Key	0001756701
Entity Emerging Growth Company	true
Entity File Number	001-41505
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	82-5130531
Entity Address, Address Line One	1250 Camp Hill Bypass, Suite 202
Entity Address, City or Town	Camp Hill
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17011
City Area Code	855
Local Phone Number	569-2265
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	LNKB
Security Exchange Name	NASDAQ
Amendment Description	On November 30, 2023, LINKBANCORP, Inc., a Pennsylvania corporation ("LINK"), completed its previously announced combination with Partners Bancorp, a Maryland corporation ("Partners"), pursuant to the Agreement and Plan of Merger, dated February 22, 2023, by and between LINK and Partners (the "Merger Agreement"). At the closing, Partners merged with and into LINK, with LINK as the surviving entity (the "Merger"). On November 30, 2023, immediately following the Merger, The Bank of Delmarva, a Delaware chartered bank and a wholly-owned direct subsidiary of Partners (“TBOD”), merged with and into LINKBANK, a Pennsylvania bank and a wholly-owned subsidiary of LINK (“LINKBANK”), with LINKBANK as the surviving bank (the “TBOD Bank Merger”). On November 30, 2023, immediately following the TBOD Bank Merger, Virginia Partners Bank, a Virginia chartered bank and a wholly-owned direct subsidiary of Partners, merged with and into LINKBANK, with LINKBANK as the surviving bank.On December 1, 2023, the Company filed a Current Report on Form 8-K reporting the completion of the Merger (the "Original Report"). This Amendment No. 1 to the Original Report is being filed with the Securities and Exchange Commission (the "Commission") solely to amend and supplement item 9.01 of the Original Report, as described in Item 9.01 below. This Amendment No. 1 makes no other amendments to the Original Report.

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