Citizens & Northern Corp · NASDAQ:CZNC
Citizens & Northern — Merger or Acquisition (September 2018)
13 slides from Citizens & Northern's merger presentation, Sep 28, 2018
Slide 1: Expansion Into Bucks County with Acquisition of Monument Bancorp, Inc.
September 28, 2018 Expansion Into Bucks County with Acquisition of Monument Bancorp, Inc.
Slide 2: Legal Information: Forward Looking Statements
Legal Information Forward Looking Statements : This presentation contains statements which, to the extent that they are not recitations of historical fact may constitute forward - looking statements for purposes of the Securities Act of 1933 , as amended, and the Securities Exchange Act of 1934 , as
Slide 3: Legal Information: Participants in the Transaction
Legal Information Participants in The Transaction : The directors, executive officers, and certain other members of management and employees of Monument are participants in the solicitation of proxies in favor of the merger from the shareholders of Monument . Information regarding the directors and
Slide 4: Transaction Highlights
Transaction Highlights 4 Further Enhances Our Strategic Value Financially Compelling • ~ 2 % accretive to EPS in 2019 and ~ 5 % in 2020 • Tangible Book value dilution of ~2% at closing, earned back in 3.75 years¹ • Continued positive operating leverage with increased pro forma scale at ~$1.7 billion
Slide 5: Monument Bancorp Franchise Overview
Monument Bancorp Franchise Overview 5 1) Excludes $730,000 pre - tax one - time gain on the sale of securities realized in Q1 2018, assumes a tax rate of 21% 2) Nonperforming assets defined as nonaccrual loans, restructured loans and leases, and real estate owned Source : S&P Global Market Intellige
Slide 6: Entrance Into a Vibrant Market: Bucks County
$62,370 $68,659 $87,059 $90,695 $83,541 8.79% 8.65% 7.43% 6.99% 7.16% Pennsylvania New York Bucks Montgomery Mercer, NJ Proj. 5- Year Median HHI Growth Entrance Into a Vibrant Market: Bucks County 6 Source : S&P Global Market Intelligence, Fortune, U.S. Census, FDIC Summary of Deposits as of June 30
Slide 7: Transaction Overview
Transaction Overview 7 Deal Value¹ Attractively Priced Governance & Pro Forma Ownership • Second quarter of 2019 Required Approvals Anticipated Closing • Key management of Monument to be retained by CZNC • One Monument Board member to be added to CZNC’s Board of Directors • Pro forma ownership of 91
Slide 8: Review of Pro Forma Financial Impact
Review of Pro Forma Financial Impact 8 Cost Savings One - time Deal Costs Pre - tax Purchase Accounting Adjustments ³ Financial Impact • ~2% accretive to EPS in 2019 and ~5% in 2020 • ~ 2 % Tangible Book Value dilution per share¹ • Tangible Book Value earned back in 3.75 years ¹ , ² 1 • CZNC capital
Slide 9: Summary Pro Forma Information
Summary Pro Forma Information¹ Pro Forma Branch Network Assets: $1,666 Net Gross Loans: $1,110 Deposits: $1,353 Common Equity: $227 Market Cap²: $353 Locations: 29 Pro Forma Citizens and Northern Franchise 9 1) Estimated at closing; Dollars in millions 2) Based on CZNC stock price of $26.02 as of Se
Slide 10: Contact Information
Contact Information President and CEO Brad Scovill BradleyS@cnbankpa.com 570 - 723 - 2102 Treasurer and CFO Mark Hughes MarkH@cnbankpa.com 570 - 724 - 8533 10 Online www.cnbankpa.com
Slide 11: Pro Forma Loan / Deposit Composition
Pro Forma Loan / Deposit Composition 11 Citizens & Northern Corporation Monument Bancorp, Inc. Pro Forma Company Pro Forma Loan Composition Total Loans $818,824 100.0% Total Loans $238,746 100.0% Total Loans $1,057,570 100.0% MRQ Yield on Loans: 4.98% MRQ Yield on Loans: 5.13% MRQ Yield on Loans: 5.
Slide 12: Reconciliation of non-GAAP Financial Measures to Comparable GAAP Financial Measures
Reconciliation of non - GAAP Financial Measures to Comparable GAAP Financial Measures 12 Note: Dollars in thousands except per share amounts Tangible Book Value Dilution Aggregate Per Share CZNC Estimated Tangible Book Value at March 31, 2019 $182,917 $14.89 Plus: Equity Consideration $33,038 Less:
Slide 13: Reconciliation of non-GAAP Financial Measures to Comparable GAAP Financial Measures
Reconciliation of non - GAAP Financial Measures to Comparable GAAP Financial Measures 13 Note: Dollars in thousands Year-to-Date June 30, 2018 Core and Annualized Net Income Pre-Tax Income (GAAP) $2,199 Less: One-time Gain on Sale of Investment Securities (Non-GAAP) $730 Core Pre-tax Income (Non-GAA
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