Registration Statement No. 333-      ​

Filed January 10, 2019​

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

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CITIZENS & NORTHERN CORPORATION

(Exact name of Registrant as specified in its charter)

90-92 Main Street
P.O. Box 58
Wellsboro, PA 16901
(570) 724-3411
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

J. Bradley Scovill
President and Chief Executive Officer
Citizens & Northern Corporation
90-92 Main Street
P.O. Box 58
Wellsboro, PA 16901
(570) 724-3411
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the transaction described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross Border Third Party Tender Offer) ☐

(1)

Based on the maximum number of shares of common stock of Citizens & Northern Corporation (“C&N”) that may be issued in connection with the proposed merger of Monument Bancorp, Inc. (“Monument”) and C&N, calculated by multiplying (i) 1,624,189 shares of Monument common stock outstanding and reserved for issuance as of January 10, 2019 including shares issuable upon the exercise of outstanding stock options, by (ii) 80% (which is the percentage of Monument shares that will be exchanged for the C&N shares of common stock being registered by this registration statement), by (iii) 1.0144 shares of C&N common stock per share of Monument common stock. In accordance with Rule 416, this registration statement shall also register any additional shares of C&N’s common stock that may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided by the agreement relating to the merger. If C&N elects to avoid termination of the merger agreement by increasing the exchange ratio in accordance with the terms of the merger agreement, then C&N will file a registration statement pursuant to Rule 462(b) or Rule 429 under the Securities Act, as applicable, to reflect such increase.

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(2)

Estimated solely for purposes of calculating the registration fee. Computed in accordance with Rule 457(f)(2), on the basis of the book value of the common stock of Monument on December 31, 2018 of  $16.36 per share and based on a maximum of 1,624,189 shares of Monument common stock to be cancelled and exchanged for registrant’s common stock in the merger, multiplied by the book value of $16.36 per share, less the maximum amount of cash to be paid by C&N for the Monument common stock of  $9,127,942.18.

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

MONUMENT BANCORP, INC.
465 NORTH MAIN STREET
DOYLESTOWN, PENNSYLVANIA 18901

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, MARCH 15, 2019

TO THE SHAREHOLDERS OF MONUMENT BANCORP, INC.:

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Monument Bancorp, Inc., or “Monument,” will be held at 9:00 a.m., local time, on Friday, March 15, 2019, at Doylestown Country Club, 20 Country Club Lane, Doylestown, Pennsylvania 18901, to consider and vote on:

1.   a proposal to adopt and approve the Agreement and Plan of Merger, dated September 27, 2018, by and between Monument and Citizens & Northern Corporation, or “C&N,” which provides for, among other things, the merger of Monument with and into C&N (the “merger agreement”); and

2.   a proposal to authorize the board of directors to adjourn the special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement (the “adjournment proposal”).

These items are described in more detail in the accompanying proxy statement/prospectus and its annexes. You should read these documents in their entirety before voting. We have fixed Wednesday, February 6, 2019 as the record date for determining those Monument shareholders entitled to vote at the special meeting. Accordingly, only shareholders of record at the close of business on that date are entitled to notice of and to vote at the special meeting or any adjournment or postponement of the special meeting.

Your board of directors has unanimously determined that the proposed merger is advisable and in the best interests of Monument and unanimously recommends that you vote “FOR” the proposal to adopt and approve the merger agreement. Your board of directors also recommends that you vote “FOR” the adjournment proposal. In accordance with the terms of the merger agreement, each director and executive officer of Monument has agreed to vote all shares of Monument common stock solely owned by him or her in favor of adoption and approval of the merger agreement and the transactions contemplated by the merger agreement.

Your vote is very important, regardless of the number of shares of Monument common stock that you own. We cannot complete the merger unless Monument’s shareholders adopt and approve the merger agreement.

Even if you plan to attend the special meeting in person, Monument requests that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope prior to the special meeting to ensure that your shares of Monument common stock will be represented at the special meeting. If you hold your shares in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares. If you fail to submit a proxy or to attend the special meeting and vote in person or do not provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares, your shares of Monument common stock will not be counted and will have the same effect as a vote “against” the adoption and approval of the merger agreement.

We urge you to vote as soon as possible so that your shares will be represented.

BY ORDER OF THE BOARD OF DIRECTORS,

G. Brian Cooper
Secretary

Doylestown, Pennsylvania
[Mail Date]

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or sale is not permitted.

Proxy Statement/Prospectus

PRELIMINARY — SUBJECT TO COMPLETION — DATED JANUARY 10, 2019

PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
OF MONUMENT BANCORP, INC.

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

CITIZENS & NORTHERN CORPORATION
PROSPECTUS FOR
1,318,062 SHARES OF CITIZENS & NORTHERN CORPORATION COMMON STOCK
Nasdaq: CZNC

Dear Shareholders of Monument Bancorp, Inc.:

On September 27, 2018, Monument Bancorp, Inc., or “Monument,” and Citizens & Northern Corporation, or “C&N,” entered into an Agreement and Plan of Merger, which we refer to as the “merger agreement,” that provides for the merger of Monument with and into C&N, with C&N surviving. In connection with the merger, Monument Bank, the wholly-owned subsidiary of Monument, will merge with and into C&N’s wholly-owned subsidiary, Citizens & Northern Bank, or “C&N Bank,” with C&N Bank surviving. Before we complete the merger, the shareholders of Monument must approve and adopt the merger agreement.

You are invited to attend a special meeting of shareholders (the “special meeting”) of Monument to be held on Friday, March 15, 2019, at 9 a.m., local time, at Doylestown Country Club, 20 Country Club Lane, Doylestown, Pennsylvania 18901. The special meeting is being held to approve and adopt, among other things, the merger of Monument into C&N pursuant to the merger agreement.

If the merger agreement is adopted and approved by the holders of at least 66 2/3% of the shares of Monument common stock outstanding and entitled to vote at the special meeting and the merger is subsequently completed, each outstanding share of common stock, $1.00 par value per share, of Monument (“Monument common stock”) will be converted into the right to receive at the election of the holder thereof either (1) $28.10 in cash, without interest, or (2) 1.0144 shares of common stock, $1.00 par value per share, of C&N (“C&N common stock”), subject to adjustment procedures described in this document, to ensure that, in the aggregate, 80% of Monument common stock will be converted to C&N common stock and the remaining 20% of Monument common stock will be converted to cash. The maximum number of shares of C&N common stock estimated to be issuable upon completion of the merger is 1,318,062.

Although the number of shares of C&N common stock that holders of Monument common stock will be entitled to receive is fixed, the market value of the stock consideration will fluctuate with the market price of C&N common stock and will not be known at the time Monument shareholders vote on the merger. However, as described in more detail elsewhere in this document, under the terms of the merger agreement, if the average price of C&N common stock over a specified period of time decreases below certain specified thresholds, Monument would have a right to terminate the merger agreement, unless C&N elects to increase the exchange ratio, which would result in additional shares of C&N common stock being issued.

C&N common stock is traded on the Nasdaq Capital Market under the symbol “CZNC.” The common stock of Monument is not traded on any exchange. On September 27, 2018, which was the last trading date preceding the public announcement of the proposed merger, the closing price of C&N common stock was $26.02 per share, which, after giving effect to the 1.0144 exchange ratio, has an implied value of approximately $26.39 per share. Based upon this price with respect to the stock consideration, and the cash consideration of  $28.10 per share, upon completion of the merger, a Monument shareholder who receives cash for 20% of his or her shares of common stock and receives stock for 80% of his or her shares of common stock would receive total merger consideration with an implied value of approximately $26.73 per share. On [•], the last practicable trading day prior to the printing of this proxy statement/​prospectus, the closing price of C&N common stock was $[•] per share, which, after giving effect to the 1.0144 exchange ratio, has an implied value of approximately $[•] per share. Based on this price with respect to the stock consideration, and the cash consideration of  $28.10 per share, upon completion of the merger, a Monument shareholder who receives cash for 20% of his or her shares of common stock and receives stock for 80% of his or her shares of common stock would receive total merger consideration with an implied value of approximately $[•] per share. The market price of C&N common stock will fluctuate before the completion of the merger; therefore, you are urged to obtain current market quotations for C&N common stock.

After careful consideration, our board of directors unanimously approved the merger agreement and determined that the transactions provided for in the merger agreement are advisable to, and in the best interests of, Monument. Our board of directors unanimously recommends that you vote “FOR” adoption and approval of the merger agreement and “FOR” the approval of the other proposals described in this document.

Your vote is important, regardless of the number of shares of Monument common stock you own. We cannot complete the merger unless the merger agreement is approved by the affirmative vote of the holders of at least 662∕3% of the shares of Monument common stock outstanding and entitled to vote at the special meeting.

This document provides you with detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to this document. We encourage you to read this entire document, including the annexes hereto and the documents incorporated by reference herein, carefully because it contains important information about the merger and the related transactions. In particular, you should read carefully the information under the section titled “Risk Factors” beginning on page 26.

Whether or not you expect to attend the special meeting in person, we urge you to submit a completed proxy as promptly as possible. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished to you by your broker, bank or other nominee. Do not send your stock certificates with the proxy card. You will receive an election form with instructions for delivering your stock certificates under separate cover.

On behalf of our board of directors, thank you for your continued support and interest in Monument. We look forward to seeing you at the special shareholders’ meeting.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the issuance of the C&N common stock in connection with the merger or the other transactions described in this document, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this document is [•], and it is first being mailed or otherwise delivered to shareholders of Monument on or about [Mail Date].

TABLE OF CONTENTS

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WHERE YOU CAN FIND MORE INFORMATION

This document incorporates important business and financial information about Citizens and Northern Corporation (“C&N”) that is not included in or delivered with this document as permitted by the Securities and Exchange Commission (“SEC”). This information is available without charge to security holders upon written or oral request by contacting the Treasurer at 90-92 Main Street, Wellsboro, PA 16901or 570-724-3411. In order to ensure timely delivery of such documents, any request should be made by [•]. In addition, you may read and copy any document C&N files, including the registration statement on Form S-4, of which this document forms a part, and the documents incorporated herein by reference by C&N, at the SEC public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC filings of C&N also are available to the public through the SEC website at http://www.sec.gov. In addition, you may obtain free copies of the documents C&N files with the SEC by going to C&N’s website at http://www.cnbankpa.com. The Internet website address of C&N is provided as an inactive textual reference only. The information provided on the Internet website of C&N, other than copies of the documents listed below that have been filed with the SEC, is not part of this document and, therefore, is not incorporated herein by reference.

C&N has filed with the SEC a registration statement under the Securities Act that registers the shares of C&N common stock to be issued to Monument shareholders in connection with the merger. This document is a part of that registration statement and constitutes a prospectus of C&N with respect to the C&N common stock to be issued to Monument’s shareholders in the merger, and a proxy statement of Monument for its special meeting. The registration statement, including the attached exhibits, contains additional relevant information about C&N. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this document. As permitted by the SEC, the following documents are incorporated by reference by C&N (SEC File No. 000-16084) in this document:

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Annual Report on Form 10-K filed February 15, 2018, for the year ended December 31, 2017;

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•

All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of C&N’s fiscal year referred to immediately above; and

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The description of C&N common stock contained in C&N’s registration statement filed under the Exchange Act and any amendment or report filed for purposes of updating such description.

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All documents filed by C&N pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this document and prior to the special meeting are also incorporated by reference into this document and will be deemed to be a part hereof from the date of filing of such documents.

Any statement contained in a document that is incorporated by reference will be deemed to be modified or superseded for all purposes to the extent that a statement contained herein (or in any other document that is subsequently filed with the Securities and Exchange Commission and incorporated by reference) modifies or is contrary to that previous statement.

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ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by C&N (File No. 000-16084), constitutes a prospectus of C&N under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of C&N common stock, par value $1.00 per share, to be issued to Monument shareholders pursuant to the Agreement and Plan of Merger, dated as of September 27, 2018, by and between C&N and Monument, which we refer to as the “merger agreement.” This document also constitutes a proxy statement of Monument under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for its special meeting. It also constitutes a notice of meeting with respect to the special meeting at which Monument shareholders will be asked to vote to approve and adopt the merger agreement.

All information contained or incorporated by reference in this document relating to C&N and its subsidiaries has been supplied by C&N. All information contained or incorporated by reference in this document relating to Monument and its subsidiaries has been supplied by Monument. Monument does not file reports with the SEC.

Neither C&N nor Monument has authorized anyone to give any information or make any representation about the merger of our companies that is different from, or in addition to, that contained in this document or in any of the materials that have been incorporated in this document. Therefore, even if you receive information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this document or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

This document contains a description of the representations and warranties that each of C&N and Monument made to the other in the merger agreement. Representations and warranties made by C&N and Monument are also set forth in contracts and other documents that are attached or filed as exhibits to this document or are incorporated by reference into this document. These representations and warranties were made as of specific dates, may be subject to important qualifications and limitations agreed to between the parties in connection with negotiating the terms of the agreement, and may have been included in the agreement for the purpose of allocating risk between the parties rather than to establish matters as facts. These materials are included or incorporated by reference only to provide you with information regarding the terms and conditions of the agreements, and not to provide any other factual information regarding C&N, Monument or their respective businesses. Accordingly the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read only in conjunction with the other information provided elsewhere in this document or incorporated by reference into this document.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SHAREHOLDER MEETING

The following questions and answers briefly address some commonly asked questions about the merger (as defined below) and the Monument shareholders meeting. They may not include all the information that is important to the shareholders of Monument. Shareholders of Monument should read carefully this entire document, including the annexes and other documents referred to in this document. This document is first being sent to Monument shareholders on or about [Mail Date].

Questions about the Merger

Q:

What is the merger?

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A:

C&N and Monument have entered into an Agreement and Plan of Merger, dated September 27, 2018, referred to as the “merger agreement.” A copy of the merger agreement is attached as Annex A to, and is incorporated by reference in, this document. The merger agreement contains the terms and conditions of the proposed business combination of C&N and Monument. Under the merger agreement, Monument will merge with and into C&N, with C&N surviving the merger, and the separate corporate existence of Monument will cease. We refer to this transaction as the “merger.” In addition, in connection with the merger, Monument’s wholly owned subsidiary, Monument Bank, will merge with and into Citizens & Northern Bank, or C&N Bank, the wholly-owned subsidiary of C&N. C&N Bank will be the surviving institution. We refer to this transaction as the “bank merger.”

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Q:

Why am I receiving these materials?

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A:

This document constitutes a proxy statement of Monument and a prospectus of C&N. Monument is sending these materials to its shareholders to help them decide how to vote their shares of Monument common stock with respect to the proposed merger and the other matters to be considered at the special meeting.

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The merger cannot be completed unless the shareholders of Monument adopt the merger agreement. Monument is holding a special meeting of shareholders to vote on the merger, as well as the other proposals described in “Monument’s Special Meeting,” beginning on page 77. Information about the special meeting, the merger and the other business to be considered at the special meeting is contained in this document.

Q:

Why are Monument and C&N proposing the merger?

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A:

Monument’s board of directors, in unanimously determining that the merger is in the best interests of Monument, considered a number of factors which are described under the headings “The Merger —  Background of the Merger” and “The Merger — Monument’s Reasons for the Merger,” beginning on pages 33 and 35, respectively.

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Q:

What will Monument shareholders receive as a result of the merger?

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A:

Each share of Monument common stock issued and outstanding immediately prior to the completion of the merger will be converted into the right to receive, at the election of the shareholder, either (i) 1.0144 shares of C&N common stock (which we refer to as the exchange ratio) or (ii) $28.10 in cash. Monument’s shareholders may elect to receive the cash consideration or the stock consideration for each share owned, subject to the requirement that 20% of the outstanding Monument shares are converted into the cash consideration. If cash elections and shares for which no election was made represent less than 20% of the outstanding Monument shares, all stock elections will be proportionately converted into cash elections until the 20% cash election requirement is met. If cash elections are made for more than 20% of the outstanding Monument shares, all cash elections will be proportionately converted into stock elections until the 20% cash election requirement is met.

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Q:

Will the merger consideration fluctuate with changes in the market value of C&N common stock?

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A:

The exchange ratio and cash consideration is fixed. Thus, the value of the stock portion of the merger consideration will vary with the market value of C&N’s common stock. However, if  (i) the average

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price of C&N’s common stock, measured over a ten trading day period occurring shortly before the closing date of the merger, drops below $21.94 per share and (ii) the percent decline in C&N common stock, determined by dividing the ten day average price by $27.43, is less than the percent decline in the KBW NASDAQ Regional Banking Stock Index Value, determined by dividing the average KBW NASDAQ Regional Stock Index Value for the same ten day period by the KBW NASDAQ Regional Banking Stock Index Value on September 10, 2018 by more than 20%, then Monument’s board of directors may elect to terminate the merger agreement unless C&N increases the aggregate consideration to an amount that would not permit Monument to terminate.

Q:

How do Monument shareholders elect the form of merger consideration they wish to receive?

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A:

After the shareholders of Monument have approved the merger, the exchange agent, American Stock Transfer & Trust Company, LLC, or AST, will send you an election form to complete and return to AST, with appropriate instructions. You should only complete and return the election form when it is sent to you. All election forms must be returned to AST before the election deadline.

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Q:

When is the election deadline?

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A:

After Monument’s shareholders approve the merger, AST will mail the election form to all shareholders of Monument with instructions, which will include the election deadline. In addition, we will publicly announce the election deadline through a press release or other public communication.

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Q:

What if I do not complete and return the election form before the election deadline?

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A:

If you do not submit a properly completed election form prior to the election deadline, your shares will be treated as non-electing shares and will be converted into stock or cash, as necessary to achieve the required 20% cash consideration condition.

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Q:

Can I change my election?

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A:

Yes. Monument shareholders can change or revoke their election at any time prior to the election deadline by delivering a written notice of revocation to Monument or delivering a new, properly completed election form to AST, the exchange agent, no later than the election deadline.

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Q:

When should I send in my Monument stock certificates?

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A:

DO NOT SEND IN YOUR MONUMENT COMMON STOCK CERTIFICATES NOW. If Monument shareholders approve and adopt the merger agreement, Monument shareholders will receive a letter of transmittal from AST that will explain how to exchange Monument stock certificates for the merger consideration. Please do not send in any Monument stock certificates until you receive the letter of transmittal.

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Q:

Who will be the directors and executive officers of C&N and C&N Bank following the merger?

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A:

Following the merger, C&N and C&N Bank’s boards of directors will consist of their current directors plus Clark S. Frame, one of Monument’s current board members. The executive officers of C&N and C&N Bank will remain the same.

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Q:

When do you expect to complete the merger?

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A:

We cannot complete the merger until all conditions to the merger in the merger agreement are satisfied or waived, including receipt of shareholder approval at the special meeting of Monument, and until we receive all required regulatory approvals. The parties have also agreed not to consummate the merger prior to February 28, 2019. We currently expect to complete the merger in the second quarter of 2019. It is possible, however, that factors outside of either company’s control could result in us completing the merger at a later time or not completing the merger at all.

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Q:

What are the federal income tax consequences of the merger?

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A:

The merger has been structured to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which is referred to as the “Internal Revenue Code.”

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It is a condition to the completion of the merger that the parties receive a written opinion from Barley Snyder LLP, counsel to C&N, to the effect that (i) the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; (ii) the holders of Monument common stock will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their Monument common stock for C&N common stock (except for cash consideration received or cash received in lieu of fractional shares); (iii) the basis of C&N common stock received by the shareholders of Monument will be the same as the basis of such shareholders’ Monument common stock exchanged therefore; and (iv) the holding period of the shares of C&N common stock received by the shareholders of Monument will include the holding period of Monument common stock, provided such shares of Monument common stock were held as a capital asset as of the effective time of the merger. For further discussion of the material U.S. federal income tax consequences of the merger, see “Material United States Federal Income Tax Consequences of the Merger,” beginning on page 67.

We recommend that holders of Monument common stock consult their tax advisors to determine the tax consequences to them of the merger, including the application and effect of any state, local or non-U.S. income and other tax laws.

Questions about the Monument Special Meeting

Q:

What are the matters on which I am being asked to vote at the Monument special meeting?

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A:

You are being asked to consider and vote on the following matters:

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1.

Adoption of the merger agreement, a copy of which is attached as Annex A to this document; and

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2.

Adjournment of Monument’s special meeting, if necessary, to solicit additional proxies in favor of adoption of the merger agreement.

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Q:

How does Monument’s board of directors recommend that I vote my shares?

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A:

Monument’s board of directors recommends that Monument shareholders vote their shares as follows:

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“FOR” adoption of the merger agreement; and

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“FOR” an adjournment of Monument’s special meeting, if necessary, to solicit additional proxies in favor of adoption of the merger agreement.

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As of the record date, directors and executive officers of Monument and their affiliates beneficially owned 1,095,608 shares, or 68.71%, of Monument’s common stock outstanding and entitled to be voted at the special meeting. In accordance with the terms of the merger agreement, each of the directors and executive officers of Monument has executed a voting agreement in favor of C&N pursuant to which he or she has agreed to vote all shares of Monument common stock beneficially owned by him or her, and over which he or she holds sole voting power, in favor of adoption of the merger agreement and the transactions contemplated thereby. Collectively, the Monument directors and executive officers own and have sole voting power over 540,374 shares, or 34.54%, of Monument’s common stock outstanding, which they committed to vote in favor of the adoption of the merger agreement. In addition, each director and executive officer agreed to use their best efforts to cause shares of Monument over which they hold shared voting power to be voted in favor of the adoption of the merger agreement.

Q:

What do I need to do now?

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A:

After carefully reading and considering the information contained in this document, please submit your proxy as soon as possible so that your shares will be represented at Monument’s special meeting. Please follow the instructions stated on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.

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Q:

Who is entitled to vote at Monument’s special meeting?

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A:

Only shareholders of record as of the close of business on February 6, 2019, which is referred to as the record date, are entitled to notice of, and to vote at, Monument’s special meeting.

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Q:

How many votes do I have?

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A:

Each outstanding share of Monument common stock is entitled to one vote.

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Q:

How do I vote my Monument shares?

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A:

You may vote your Monument shares by completing and returning the enclosed proxy card or by voting in person at Monument’s special meeting. Should you have any questions on the procedure for voting your shares, please contact G. Brian Cooper, Secretary, Monument Bancorp, Inc., 465 North Main Street, Doylestown, Pennsylvania 18901, telephone (215) 323-4780, extension 107.

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Voting by Proxy.   You may vote your Monument shares by completing and returning the enclosed proxy card. Your proxy will be voted in accordance with your instructions. If you do not specify a choice on one of the proposals described in this document, your proxy will be voted in favor of that proposal.

ON YOUR MONUMENT PROXY CARD:

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Mark your selections;

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Date and sign your name exactly as it appears on your card; and

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Return your completed proxy card in the enclosed postage-paid envelope.

​

Voting in Person.   If you attend Monument’s special meeting, you may deliver your completed proxy card in person or may vote by completing a ballot, which will be available at Monument’s special meeting.

Q:

Why is my vote important?

​

A:

Because the merger cannot be completed without the affirmative vote of the holders of two-thirds of all of the outstanding shares of Monument common stock, and because a majority of the outstanding shares of Monument common stock entitled to vote is necessary to constitute a quorum in order to transact business at the special meeting, every shareholder’s vote is important.

​

Q:

If my shares of Monument common stock are held in street name by my broker, will my broker automatically vote my shares for me?

​

A:

No. Your broker CANNOT automatically vote your shares on any proposal at Monument’s special meeting, other than the proposal to adjourn the meeting if necessary to solicit additional proxies, without instructions from you. You should instruct your broker as to how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker.

​

Q:

What if I fail to instruct my broker?

​

A:

If you do not provide your broker with instructions, your broker generally will not be permitted to vote your shares on the merger proposal or any other proposal (a so-called “broker non-vote”) at Monument’s special meeting, other than the proposal to adjourn the meeting, and your broker will abstain from voting. Abstentions are considered for purposes of determining the presence of a quorum, but are not considered a vote cast under Pennsylvania law. Although broker non-votes will not be counted as votes cast either “for” or “against” any proposal, they will be counted to determine if a quorum is present with respect to any matter to be voted upon by shareholders at the special meeting so long as such shares have been voted at the special meeting on another matter other than a procedural motion. Because approval of the merger requires the affirmative vote of holders of two-thirds of the outstanding shares, abstentions, including broker non-votes, will effectively act as a vote “against” adoption of the merger agreement.

​

Q:

What constitutes a quorum for Monument special meeting?

​

A:

As of Monument’s record date, 1,564,599 shares of Monument common stock were issued and outstanding, each of which will be entitled to one vote at the meeting. Under Monument’s bylaws, the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all

​

6

shareholders are entitled to cast constitutes a quorum for the transaction of business at the special meeting. If you vote by proxy, your shares will be included for determining the presence of a quorum. Both abstentions and broker non-votes that are voted on at least one non-procedural item are also included for purposes of determining the presence of a quorum.

Q:

Assuming the presence of a quorum, what is the vote required to approve the matters to be considered at Monument’s special meeting?

​

A:

The affirmative vote at the special meeting of the holders of two-thirds of the outstanding shares of Monument common stock, in person or by proxy, is required to adopt the merger agreement. With respect to the proposal to adjourn Monument’s special meeting if necessary to solicit additional votes in favor of the proposal to adopt the merger agreement, and on any other matter properly presented at the special meeting, such matters require the approval of a majority of the votes cast, in person or by proxy, at the special meeting. Because the merger requires the affirmative vote of holders of two-thirds of the outstanding shares, abstentions and broker non-votes will effectively act as a vote against adoption of the merger agreement, but will have no effect on the proposal to adjourn the meeting.

​

Q:

Do I have appraisal or dissenters’ rights?

​

A:

Yes. Shareholders of Monument will be entitled to dissenters’ rights with respect to the merger, entitling them to request the “fair value” of their shares of Monument stock. To perfect your dissenters’ rights, you must follow, precisely, the required statutory procedures stated in Annex C to this document.

​

Q:

Can I attend Monument’s special meeting and vote my shares in person?

​

A:

Yes. All shareholders, including shareholders of record and those who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the special meeting. Holders of record of Monument common stock can vote in person at the special meeting. If you are not a shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership, and you must bring a form of personal photo identification with you in order to be admitted. We reserve the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

​

Q:

Can I change my vote?

​

A:

Yes. You may revoke your proxy at any time before it is voted at the special meeting by (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to Monument’s Secretary, or (3) attending the special meeting in person, notifying the Secretary and voting by ballot at the special meeting. Monument’s Secretary’s mailing address is Monument Bancorp, Inc., 465 North Main Street, Doylestown, Pennsylvania 18901, Attention: Secretary. Monument will honor the latest vote cast.

​

Any shareholder entitled to vote in person at the special meeting may vote in person regardless of whether a proxy has been previously given, and such vote will revoke any previous proxy if notification of such revocation has been given to Monument’s Secretary, but the mere presence (without notifying Monument’s Secretary) of a shareholder at the special meeting will not constitute revocation of a previously given proxy.

Q:

What happens if additional proposals are presented at Monument’s special meeting?

​

A:

Other than the proposals described in this document, Monument does not expect any matters to be presented for a vote at the special meeting. If you grant a proxy, the persons named as proxy holders will vote your shares on any additional matters properly presented for a vote at the special meeting at the direction of Monument’s board of directors.

​

7

Q:

Are there risks that I should consider in deciding whether to vote to approve the merger agreement?

​

A:

Yes. You should consider the risk factors set out in the section entitled “Risk Factors” beginning on page 26 of this document.

​

Q:

Whom should I contact if I have additional questions?

​

A:

If you have any questions about the merger, or if you need additional copies of this document or the enclosed proxy card, you should contact: G. Brian Cooper, Secretary, Monument Bancorp, Inc., 465 North Main Street, Doylestown, Pennsylvania 18901, telephone (215) 323-4780, extension 107.

​

8

9

​

​

​

Historical Price Per Share

​

​

Pro Forma Equivalent Price Per Share(1)

​

C&N Common Stock

​

​

​

​

​

​

​

​

​

​

​

​

​

Closing Price on September 27, 2018

​

​

​

$

26.02

​

​

​

​

​

N/A

​

​

Closing Price on [LPD]

​

​

​

​

​

​

​

​

​

​

N/A

​

​

Monument Common Stock

​

​

​

​

​

​

​

​

​

​

​

​

​

Closing Price on September 27, 2018

​

​

​

$

22.04(2)

​

​

​

​

$

26.39

​

​

Closing Price on July 18, 2018

​

​

​

$

22.04(2)

​

​

​

​

​

​

​

​

10

11

12

13

14

(In thousands of dollars, except per share data)

​

​

As of or for the Nine Months Ended September 30,

​

​

As of or for the Year Ended December 31,

​

INCOME STATEMENT

​

​

2018

​

​

2017

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

Interest and fee income

​

​

​

$

37,024

​

​

​

​

$

34,078

​

​

​

​

$

45,863

​

​

​

​

$

44,098

​

​

​

​

$

44,519

​

​

​

​

$

46,009

​

​

​

​

$

48,914

​

​

Interest expense

​

​

​

​

3,313

​

​

​

​

​

2,916

​

​

​

​

​

3,915

​

​

​

​

​

3,693

​

​

​

​

​

4,602

​

​

​

​

​

5,122

​

​

​

​

​

5,765

​

​

Net interest income

​

​

​

​

33,711

​

​

​

​

​

31,162

​

​

​

​

​

41,948

​

​

​

​

​

40,405

​

​

​

​

​

39,917

​

​

​

​

​

40,887

​

​

​

​

​

43,149

​

​

Provision for loan losses

​

​

​

​

332

​

​

​

​

​

778

​

​

​

​

​

801

​

​

​

​

​

1,221

​

​

​

​

​

845

​

​

​

​

​

476

​

​

​

​

​

2,047

​

​

Net interest income after provision for loan losses

​

​

​

​

33,379

​

​

​

​

​

30,384

​

​

​

​

​

41,147

​

​

​

​

​

39,184

​

​

​

​

​

39,072

​

​

​

​

​

40,411

​

​

​

​

​

41,102

​

​

Noninterest income excluding securities gains

​

​

​

​

13,557

​

​

​

​

​

12,036

​

​

​

​

​

16,153

​

​

​

​

​

15,511

​

​

​

​

​

15,478

​

​

​

​

​

15,420

​

​

​

​

​

16,451

​

​

Net gains on securities

​

​

​

​

2,037

​

​

​

​

​

257

​

​

​

​

​

257

​

​

​

​

​

1,158

​

​

​

​

​

2,861

​

​

​

​

​

1,104

​

​

​

​

​

1,718

​

​

Loss on prepayment of debt

​

​

​

​

0

​

​

​

​

​

0

​

​

​

​

​

0

​

​

​

​

​

0

​

​

​

​

​

2,573

​

​

​

​

​

0

​

​

​

​

​

1,023

​

​

Noninterest expense excluding loss on prepayment of debt

​

​

​

​

29,412

​

​

​

​

​

27,566

​

​

​

​

​

36,967

​

​

​

​

​

34,744

​

​

​

​

​

33,030

​

​

​

​

​

34,157

​

​

​

​

​

33,471

​

​

Income before income tax provision

​

​

​

​

19,561

​

​

​

​

​

15,111

​

​

​

​

​

20,590

​

​

​

​

​

21,109

​

​

​

​

​

21,808

​

​

​

​

​

22,778

​

​

​

​

​

24,777

​

​

Income tax provision

​

​

​

​

3,229

​

​

​

​

​

3,620

​

​

​

​

​

7,156

​

​

​

​

​

5,347

​

​

​

​

​

5,337

​

​

​

​

​

5,692

​

​

​

​

​

6,183

​

​

Net income

​

​

​

$

16,332

​

​

​

​

$

11,491

​

​

​

​

$

13,434

​

​

​

​

$

15,762

​

​

​

​

$

16,471

​

​

​

​

$

17,086

​

​

​

​

$

18,594

​

​

Net income attributable to common shares

​

​

​

$

16,249

​

​

​

​

$

11,432

​

​

​

​

$

13,365

​

​

​

​

$

15,677

​

​

​

​

$

16,387

​

​

​

​

$

17,009

​

​

​

​

$

18,490

​

​

PER COMMON SHARE:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic earnings per share

​

​

​

$

1.33

​

​

​

​

$

0.94

​

​

​

​

$

1.10

​

​

​

​

$

1.30

​

​

​

​

$

1.35

​

​

​

​

$

1.38

​

​

​

​

$

1.51

​

​

Diluted earnings per share

​

​

​

$

1.33

​

​

​

​

$

0.94

​

​

​

​

$

1.10

​

​

​

​

$

1.30

​

​

​

​

$

1.35

​

​

​

​

$

1.38

​

​

​

​

$

1.50

​

​

Cash dividends declared per share

​

​

​

$

0.81

​

​

​

​

$

0.78

​

​

​

​

$

1.04

​

​

​

​

$

1.04

​

​

​

​

$

1.04

​

​

​

​

$

1.04

​

​

​

​

$

1.00

​

​

Book value per common share at period-end

​

​

​

$

15.45

​

​

​

​

$

15.66

​

​

​

​

$

15.43

​

​

​

​

$

15.36

​

​

​

​

$

15.39

​

​

​

​

$

15.34

​

​

​

​

$

14.49

​

​

Tangible book value per common share at period-end

​

​

​

$

14.48

​

​

​

​

$

14.68

​

​

​

​

$

14.45

​

​

​

​

$

14.37

​

​

​

​

$

14.41

​

​

​

​

$

14.36

​

​

​

​

$

13.51

​

​

Weighted average common shares outstanding – basic

​

​

​

​

12,209,879

​

​

​

​

​

12,105,673

​

​

​

​

​

12,115,840

​

​

​

​

​

12,032,820

​

​

​

​

​

12,149,252

​

​

​

​

​

12,333,933

​

​

​

​

​

12,283,426

​

​

Weighted average common shares outstanding – diluted

​

​

​

​

12,248,669

​

​

​

​

​

12,146,297

​

​

​

​

​

12,155,136

​

​

​

​

​

12,063,055

​

​

​

​

​

12,171,084

​

​

​

​

​

12,355,916

​

​

​

​

​

12,313,833

​

​

END OF PERIOD BALANCES

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Available-for-sale securities

​

​

​

$

358,706

​

​

​

​

$

365,086

​

​

​

​

$

356,908

​

​

​

​

$

395,077

​

​

​

​

$

420,290

​

​

​

​

$

516,807

​

​

​

​

$

482,658

​

​

Gross loans

​

​

​

​

822,513

​

​

​

​

​

801,012

​

​

​

​

​

815,713

​

​

​

​

​

751,835

​

​

​

​

​

704,880

​

​

​

​

​

630,545

​

​

​

​

​

644,303

​

​

Allowance for loan losses

​

​

​

​

8,815

​

​

​

​

​

8,900

​

​

​

​

​

8,856

​

​

​

​

​

8,473

​

​

​

​

​

7,889

​

​

​

​

​

7,336

​

​

​

​

​

8,663

​

​

Total assets

​

​

​

​

1,285,439

​

​

​

​

​

1,259,921

​

​

​

​

​

1,276,959

​

​

​

​

​

1,242,292

​

​

​

​

​

1,223,417

​

​

​

​

​

1,241,963

​

​

​

​

​

1,237,695

​

​

Deposits

​

​

​

​

1,043,947

​

​

​

​

​

1,021,625

​

​

​

​

​

1,008,449

​

​

​

​

​

983,843

​

​

​

​

​

935,615

​

​

​

​

​

967,989

​

​

​

​

​

954,516

​

​

Borrowings

​

​

​

​

41,406

​

​

​

​

​

38,995

​

​

​

​

​

70,955

​

​

​

​

​

64,629

​

​

​

​

​

92,263

​

​

​

​

​

78,597

​

​

​

​

​

96,723

​

​

Stockholders’ equity

​

​

​

​

189,987

​

​

​

​

​

191,013

​

​

​

​

​

188,443

​

​

​

​

​

186,008

​

​

​

​

​

187,487

​

​

​

​

​

188,362

​

​

​

​

​

179,472

​

​

Common shares outstanding

​

​

​

​

12,297,274

​

​

​

​

​

12,197,527

​

​

​

​

​

12,214,525

​

​

​

​

​

12,113,228

​

​

​

​

​

12,180,623

​

​

​

​

​

12,279,980

​

​

​

​

​

12,390,063

​

​

15

(In thousands of dollars, except per share data)

​

​

As of or for the Nine Months Ended September 30,

​

​

As of or for the Year Ended December 31,

​

INCOME STATEMENT

​

​

2018

​

​

2017

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

AVERAGE BALANCES

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

1,272,867

​

​

​

​

$

1,243,448

​

​

​

​

$

1,247,759

​

​

​

​

$

1,229,866

​

​

​

​

$

1,243,209

​

​

​

​

$

1,239,897

​

​

​

​

$

1,237,096

​

​

Earning assets

​

​

​

​

1,201,263

​

​

​

​

​

1,164,974

​

​

​

​

​

1,169,569

​

​

​

​

​

1,147,549

​

​

​

​

​

1,159,298

​

​

​

​

​

1,155,401

​

​

​

​

​

1,145,340

​

​

Gross loans

​

​

​

​

820,958

​

​

​

​

​

773,138

​

​

​

​

​

780,640

​

​

​

​

​

723,076

​

​

​

​

​

657,727

​

​

​

​

​

627,753

​

​

​

​

​

656,495

​

​

Deposits

​

​

​

​

1,024,735

​

​

​

​

​

985,961

​

​

​

​

​

990,917

​

​

​

​

​

970,447

​

​

​

​

​

968,201

​

​

​

​

​

965,418

​

​

​

​

​

964,031

​

​

Stockholders’ equity

​

​

​

​

187,056

​

​

​

​

​

188,448

​

​

​

​

​

188,958

​

​

​

​

​

188,373

​

​

​

​

​

188,905

​

​

​

​

​

185,469

​

​

​

​

​

181,412

​

​

KEY RATIOS

​

​

​

​

​

​

​

​

Return on average assets (annualized)

​

​

​

​

1.71%

​

​

​

​

​

1.23%

​

​

​

​

​

1.08%

​

​

​

​

​

1.28%

​

​

​

​

​

1.32%

​

​

​

​

​

1.38%

​

​

​

​

​

1.50%

​

​

Return on average equity (annualized)

​

​

​

​

11.64%

​

​

​

​

​

8.13%

​

​

​

​

​

7.11%

​

​

​

​

​

8.37%

​

​

​

​

​

8.72%

​

​

​

​

​

9.21%

​

​

​

​

​

10.25%

​

​

Average equity to average assets

​

​

​

​

14.70%

​

​

​

​

​

15.16%

​

​

​

​

​

15.14%

​

​

​

​

​

15.32%

​

​

​

​

​

15.19%

​

​

​

​

​

14.96%

​

​

​

​

​

14.66%

​

​

Net interest margin(1)

​

​

​

​

3.87%

​

​

​

​

​

3.86%

​

​

​

​

​

3.82%

​

​

​

​

​

3.76%

​

​

​

​

​

3.69%

​

​

​

​

​

3.80%

​

​

​

​

​

4.05%

​

​

Efficiency(2)

​

​

​

​

60.96%

​

​

​

​

​

60.88%

​

​

​

​

​

60.74%

​

​

​

​

​

59.22%

​

​

​

​

​

56.66%

​

​

​

​

​

57.59%

​

​

​

​

​

53.27%

​

​

Cash dividends as a % of diluted earnings per share

​

​

​

​

60.90%

​

​

​

​

​

82.98%

​

​

​

​

​

94.55%

​

​

​

​

​

80.00%

​

​

​

​

​

77.04%

​

​

​

​

​

75.36%

​

​

​

​

​

66.67%

​

​

Tier 1 leverage

​

​

​

​

14.50%

​

​

​

​

​

14.40%

​

​

​

​

​

14.23%

​

​

​

​

​

14.27%

​

​

​

​

​

14.31%

​

​

​

​

​

13.89%

​

​

​

​

​

13.78%

​

​

Tier 1 risk-based capital

​

​

​

​

22.76%

​

​

​

​

​

22.42%

​

​

​

​

​

21.95%

​

​

​

​

​

22.48%

​

​

​

​

​

23.29%

​

​

​

​

​

26.26%

​

​

​

​

​

25.15%

​

​

Total risk-based capital

​

​

​

​

23.88%

​

​

​

​

​

23.57%

​

​

​

​

​

23.07%

​

​

​

​

​

23.60%

​

​

​

​

​

24.40%

​

​

​

​

​

27.60%

​

​

​

​

​

26.60%

​

​

Tangible common equity/tangible assets

​

​

​

​

13.98%

​

​

​

​

​

14.35%

​

​

​

​

​

13.95%

​

​

​

​

​

14.15%

​

​

​

​

​

14.49%

​

​

​

​

​

14.34%

​

​

​

​

​

13.66%

​

​

Nonperforming assets/total assets

​

​

​

​

1.30%

​

​

​

​

​

1.35%

​

​

​

​

​

1.47%

​

​

​

​

​

1.43%

​

​

​

​

​

1.31%

​

​

​

​

​

1.34%

​

​

​

​

​

1.53%

​

​

Nonperforming loans/total loans

​

​

​

​

1.71%

​

​

​

​

​

1.92%

​

​

​

​

​

2.10%

​

​

​

​

​

2.07%

​

​

​

​

​

2.09%

​

​

​

​

​

2.45%

​

​

​

​

​

2.80%

​

​

Allowance for loan losses/total loans

​

​

​

​

1.07%

​

​

​

​

​

1.11%

​

​

​

​

​

1.09%

​

​

​

​

​

1.13%

​

​

​

​

​

1.12%

​

​

​

​

​

1.16%

​

​

​

​

​

1.34%

​

​

Net charge-offs/average loans (annualized)

​

​

​

​

0.06%

​

​

​

​

​

0.06%

​

​

​

​

​

0.05%

​

​

​

​

​

0.09%

​

​

​

​

​

0.04%

​

​

​

​

​

0.29%

​

​

​

​

​

0.04%

​

​

​

16

​

​

​

At or For the Nine Months Ended September 30,

​

​

At or For the Year Ended December 31,

​

(In Thousands, Except per Share Information)

​

​

2018

​

​

2017

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

Summary of Operations

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest and dividend income

​

​

​

$

10,859

​

​

​

​

$

9,223

​

​

​

​

$

12,542

​

​

​

​

$

11,161

​

​

​

​

$

9,880

​

​

​

​

$

9,522

​

​

​

​

$

8,108

​

​

Interest expense

​

​

​

​

3,721

​

​

​

​

​

2,698

​

​

​

​

​

3,756

​

​

​

​

​

3,130

​

​

​

​

​

2,643

​

​

​

​

​

2,562

​

​

​

​

​

2,309

​

​

Net interest income

​

​

​

​

7,138

​

​

​

​

​

6,525

​

​

​

​

​

8,786

​

​

​

​

​

8,031

​

​

​

​

​

7,237

​

​

​

​

​

6,960

​

​

​

​

​

5,799

​

​

Provision for loan losses

​

​

​

​

395

​

​

​

​

​

200

​

​

​

​

​

290

​

​

​

​

​

(54)

​

​

​

​

​

645

​

​

​

​

​

633

​

​

​

​

​

242

​

​

Net interest income after provision for loan losses

​

​

​

​

6,743

​

​

​

​

​

6,325

​

​

​

​

​

8,496

​

​

​

​

​

8,085

​

​

​

​

​

6,592

​

​

​

​

​

6,326

​

​

​

​

​

5,557

​

​

Investment securities gains

​

​

​

​

730

​

​

​

​

​

11

​

​

​

​

​

11

​

​

​

​

​

154

​

​

​

​

​

351

​

​

​

​

​

1,041

​

​

​

​

​

618

​

​

Noninterest income

​

​

​

​

100

​

​

​

​

​

111

​

​

​

​

​

143

​

​

​

​

​

517

​

​

​

​

​

957

​

​

​

​

​

919

​

​

​

​

​

1,023

​

​

Noninterest expenses

​

​

​

​

5,356

​

​

​

​

​

4,528

​

​

​

​

​

6,297

​

​

​

​

​

6,867

​

​

​

​

​

6,474

​

​

​

​

​

6,166

​

​

​

​

​

5,706

​

​

Income before income tax expense (benefit)

​

​

​

​

2,217

​

​

​

​

​

1,920

​

​

​

​

​

2,353

​

​

​

​

​

1,889

​

​

​

​

​

1,426

​

​

​

​

​

2,120

​

​

​

​

​

1,492

​

​

Income tax expense

​

​

​

​

380

​

​

​

​

​

458

​

​

​

​

​

670

​

​

​

​

​

384

​

​

​

​

​

202

​

​

​

​

​

356

​

​

​

​

​

184

​

​

Net income

​

​

​

​

1,837

​

​

​

​

​

1,461

​

​

​

​

​

1,682

​

​

​

​

​

1,505

​

​

​

​

​

1,224

​

​

​

​

​

1,764

​

​

​

​

​

1,308

​

​

Dividend on perferred stock

​

​

​

​

—

​

​

​

​

​

85

​

​

​

​

​

85

​

​

​

​

​

255

​

​

​

​

​

30

​

​

​

​

​

30

​

​

​

​

​

30

​

​

Income available to common stockholders

​

​

​

$

1,837

​

​

​

​

$

1,376

​

​

​

​

$

1,597

​

​

​

​

$

1,250

​

​

​

​

$

1,194

​

​

​

​

$

1,734

​

​

​

​

$

1,278

​

​

Per Share Information

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic earnings per share

​

​

​

$

1.20

​

​

​

​

$

1.02

​

​

​

​

$

1.19

​

​

​

​

$

0.94

​

​

​

​

$

0.92

​

​

​

​

$

1.37

​

​

​

​

$

1.01

​

​

Diluted earnings per share

​

​

​

​

1.18

​

​

​

​

​

0.92

​

​

​

​

​

1.09

​

​

​

​

​

0.84

​

​

​

​

​

0.82

​

​

​

​

​

1.24

​

​

​

​

​

0.92

​

​

Book value at period end

​

​

​

​

16.70

​

​

​

​

​

17.33

​

​

​

​

​

16.88

​

​

​

​

​

15.93

​

​

​

​

​

15.39

​

​

​

​

​

15.01

​

​

​

​

​

12.30

​

​

Weighted average shares outstanding basic

​

​

​

​

1,531

​

​

​

​

​

1,343

​

​

​

​

​

1,345

​

​

​

​

​

1,332

​

​

​

​

​

1,300

​

​

​

​

​

1,267

​

​

​

​

​

1,267

​

​

Weighted average shares outstanding diluted

​

​

​

​

1,555

​

​

​

​

​

1,493

​

​

​

​

​

1,469

​

​

​

​

​

1,485

​

​

​

​

​

1,454

​

​

​

​

​

1,404

​

​

​

​

​

1,395

​

​

Period-End Information

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

361,267

​

​

​

​

$

320,817

​

​

​

​

$

325,903

​

​

​

​

$

289,254

​

​

​

​

$

269,894

​

​

​

​

$

250,041

​

​

​

​

$

251,364

​

​

Loans

​

​

​

​

250,325

​

​

​

​

​

230,448

​

​

​

​

​

238,929

​

​

​

​

​

209,687

​

​

​

​

​

186,272

​

​

​

​

​

153,528

​

​

​

​

​

126,726

​

​

Total investment securities

​

​

​

​

97,577

​

​

​

​

​

74,097

​

​

​

​

​

72,810

​

​

​

​

​

66,065

​

​

​

​

​

72,295

​

​

​

​

​

77,739

​

​

​

​

​

112,110

​

​

Deposits – noninterest-bearing

​

​

​

​

23,293

​

​

​

​

​

25,627

​

​

​

​

​

25,054

​

​

​

​

​

22,300

​

​

​

​

​

15,850

​

​

​

​

​

14,083

​

​

​

​

​

11,191

​

​

Deposits – interest-bearing

​

​

​

​

232,096

​

​

​

​

​

177,005

​

​

​

​

​

183,839

​

​

​

​

​

169,664

​

​

​

​

​

162,289

​

​

​

​

​

156,369

​

​

​

​

​

154,281

​

​

Total deposits

​

​

​

​

255,389

​

​

​

​

​

202,632

​

​

​

​

​

208,893

​

​

​

​

​

191,965

​

​

​

​

​

178,139

​

​

​

​

​

170,451

​

​

​

​

​

165,472

​

​

Borrowings

​

​

​

​

66,308

​

​

​

​

​

81,104

​

​

​

​

​

80,492

​

​

​

​

​

66,863

​

​

​

​

​

62,252

​

​

​

​

​

51,207

​

​

​

​

​

61,432

​

​

Subordinated debt

​

​

​

​

12,239

​

​

​

​

​

12,203

​

​

​

​

​

12,212

​

​

​

​

​

5,330

​

​

​

​

​

5,323

​

​

​

​

​

5,316

​

​

​

​

​

5,310

​

​

Total stockholders’ equity

​

​

​

​

26,134

​

​

​

​

​

23,277

​

​

​

​

​

23,507

​

​

​

​

​

24,352

​

​

​

​

​

23,451

​

​

​

​

​

21,980

​

​

​

​

​

18,543

​

​

Financial Ratios

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Stockholders’ equity to total assets

​

​

​

​

7.23%

​

​

​

​

​

7.26%

​

​

​

​

​

7.21%

​

​

​

​

​

8.42%

​

​

​

​

​

8.69%

​

​

​

​

​

8.79%

​

​

​

​

​

7.38%

​

​

Average equity/average assets

​

​

​

​

7.13%

​

​

​

​

​

7.71%

​

​

​

​

​

7.61%

​

​

​

​

​

8.43%

​

​

​

​

​

8.93%

​

​

​

​

​

7.94%

​

​

​

​

​

8.18%

​

​

Return on average equity

​

​

​

​

9.51%

​

​

​

​

​

8.17%

​

​

​

​

​

7.07%

​

​

​

​

​

6.27%

​

​

​

​

​

5.33%

​

​

​

​

​

8.46%

​

​

​

​

​

6.93%

​

​

Return on average assets

​

​

​

​

0.73%

​

​

​

​

​

0.63%

​

​

​

​

​

0.54%

​

​

​

​

​

0.53%

​

​

​

​

​

0.48%

​

​

​

​

​

0.67%

​

​

​

​

​

0.57%

​

​

Capital Ratios(1)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total capital to risk weighted assets

​

​

​

​

15.60%

​

​

​

​

​

15.98%

​

​

​

​

​

15.67%

​

​

​

​

​

15.03%

​

​

​

​

​

14.47%

​

​

​

​

​

15.22%

​

​

​

​

​

16.73%

​

​

Tier 1 capital to risk weighted assets

​

​

​

​

12.50%

​

​

​

​

​

12.57%

​

​

​

​

​

12.32%

​

​

​

​

​

11.40%

​

​

​

​

​

10.88%

​

​

​

​

​

11.32%

​

​

​

​

​

12.32%

​

​

Common equity tier 1 capital to risk weighted assets

​

​

​

​

12.50%

​

​

​

​

​

12.57%

​

​

​

​

​

12.32%

​

​

​

​

​

9.99%

​

​

​

​

​

9.45%

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

Tier 1 capital to average assets

​

​

​

​

9.18%

​

​

​

​

​

9.15%

​

​

​

​

​

9.05%

​

​

​

​

​

8.37%

​

​

​

​

​

8.42%

​

​

​

​

​

8.09%

​

​

​

​

​

7.76%

​

​

​

17

18

(In Thousands)

​

​

C&N Historical

​

​

Monument Historical

​

​

Pro Forma Adjustments

​

​

Pro Forma Combined

​

​

Note Reference

​

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and due from banks:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest-bearing

​

​

​

$

20,978

​

​

​

​

$

1,660

​

​

​

​

​

​

​

​

​

​

$

22,638

​

​

​

​

​

​

​

​

Interest-bearing

​

​

​

​

17,363

​

​

​

​

​

219

​

​

​

​

​

​

​

​

​

​

​

17,582

​

​

​

​

​

​

​

​

Total cash and cash equivalents

​

​

​

​

38,341

​

​

​

​

​

1,879

​

​

​

​

​

0

​

​

​

​

​

40,220

​

​

​

​

​

​

​

​

Held-to-maturity securities

​

​

​

​

0

​

​

​

​

​

1,250

​

​

​

​

​

​

​

​

​

​

​

1,250

​

​

​

​

​

​

​

​

Available-for-sale debt securities, at fair value

​

​

​

​

358,706

​

​

​

​

​

96,327

​

​

​

​

​

(13,191)

​

​

​

​

​

441,842

​

​

​

​

​

(1)

​

​

Marketable equity security

​

​

​

​

941

​

​

​

​

​

0

​

​

​

​

​

​

​

​

​

​

​

941

​

​

​

​

​

​

​

​

Federal funds sold

​

​

​

​

0

​

​

​

​

​

741

​

​

​

​

​

​

​

​

​

​

​

741

​

​

​

​

​

​

​

​

Loans held for sale

​

​

​

​

551

​

​

​

​

​

0

​

​

​

​

​

​

​

​

​

​

​

551

​

​

​

​

​

​

​

​

Loans receivable

​

​

​

​

822,532

​

​

​

​

​

253,060

​

​

​

​

​

(2,735)

​

​

​

​

​

1,072,857

​

​

​

​

​

​

​

​

Allowance for loan losses

​

​

​

​

(8,815)

​

​

​

​

​

(2,735)

​

​

​

​

​

2,735

​

​

​

​

​

(8,815)

​

​

​

​

​

​

​

​

Loans, net

​

​

​

​

813,717

​

​

​

​

​

250,325

​

​

​

​

​

0

​

​

​

​

​

1,064,042

​

​

​

​

​

(2)

​

​

Bank-owned life insurance

​

​

​

​

18,935

​

​

​

​

​

0

​

​

​

​

​

​

​

​

​

​

​

18,935

​

​

​

​

​

​

​

​

Accrued interest receivable

​

​

​

​

4,279

​

​

​

​

​

1,446

​

​

​

​

​

​

​

​

​

​

​

5,725

​

​

​

​

​

​

​

​

Bank premises and equipment, net

​

​

​

​

14,824

​

​

​

​

​

2,453

​

​

​

​

​

​

​

​

​

​

​

17,277

​

​

​

​

​

​

​

​

Foreclosed assets held for sale

​

​

​

​

2,678

​

​

​

​

​

1,614

​

​

​

​

​

​

​

​

​

​

​

4,292

​

​

​

​

​

​

​

​

Deferred tax asset, net

​

​

​

​

5,122

​

​

​

​

​

362

​

​

​

​

​

(603)

​

​

​

​

​

4,881

​

​

​

​

​

(3)

​

​

Intangible asset – Core deposit intangibles

​

​

​

​

9

​

​

​

​

​

0

​

​

​

​

​

2,179

​

​

​

​

​

2,188

​

​

​

​

​

(4)

​

​

Intangible asset – Goodwill

​

​

​

​

11,942

​

​

​

​

​

0

​

​

​

​

​

16,012

​

​

​

​

​

27,954

​

​

​

​

​

(8)

​

​

Other assets

​

​

​

​

15,394

​

​

​

​

​

4,870

​

​

​

​

​

​

​

​

​

​

​

20,264

​

​

​

​

​

​

​

​

TOTAL ASSETS

​

​

​

$

1,285,439

​

​

​

​

$

361,267

​

​

​

​

$

4,397

​

​

​

​

$

1,651,103

​

​

​

​

​

​

​

​

LIABILITIES

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deposits:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest-bearing

​

​

​

$

260,961

​

​

​

​

$

23,293

​

​

​

​

​

​

​

​

​

​

$

283,714

​

​

​

​

​

​

​

​

Interest-bearing

​

​

​

​

782,986

​

​

​

​

​

232,096

​

​

​

​

​

(266)

​

​

​

​

​

1,015,356

​

​

​

​

​

(5)

​

​

Total deposits

​

​

​

​

1,043,947

​

​

​

​

​

255,389

​

​

​

​

​

(266)

​

​

​

​

​

1,299,070

​

​

​

​

​

​

​

​

Borrowed funds

​

​

​

​

41,406

​

​

​

​

​

66,308

​

​

​

​

​

(422)

​

​

​

​

​

107,292

​

​

​

​

​

(6)

​

​

Subordinated debt

​

​

​

​

0

​

​

​

​

​

12,239

​

​

​

​

​

​

​

​

​

​

​

12,239

​

​

​

​

​

​

​

​

Other liabilities

​

​

​

​

10,099

​

​

​

​

​

1,197

​

​

​

​

​

​

​

​

​

​

​

11,296

​

​

​

​

​

​

​

​

TOTAL LIABILITIES

​

​

​

​

1,095,452

​

​

​

​

​

335,133

​

​

​

​

​

(688)

​

​

​

​

​

1,429,897

​

​

​

​

​

​

​

​

TOTAL STOCKHOLDERS’ EQUITY

​

​

​

​

189,987

​

​

​

​

​

26,134

​

​

​

​

​

5,085

​

​

​

​

​

221,206

​

​

​

​

​

(7)

​

​

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY

​

​

​

$

1,285,439

​

​

​

​

$

361,267

​

​

​

​

$

4,397

​

​

​

​

$

1,651,103

​

​

​

​

​

​

​

​

​

The accompanying notes are an integral part of these unaudited financial statements.

19

​

Estimated transaction value

​

​

​

​

​

​

​

​

​

$

42,850

​

​

​

Monument’s stockholders’ equity at September 30, 2018

​

​

​

​

26,134

​

​

​

​

​

​

​

​

​

Purchase accounting adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deposits

​

​

​

​

266

​

​

​

​

​

​

​

​

​

Borrowed funds

​

​

​

​

422

​

​

​

​

​

​

​

​

​

Core deposit intangibles

​

​

​

​

2,179

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2,867

​

​

​

​

​

​

​

​

​

Adjustment to net deferred tax asset

​

​

​

​

(603)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2,264

​

​

​

​

​

​

​

​

​

Monument’s estimated merger-related expenses, net

​

​

​

​

(1,560)

​

​

​

​

​

​

​

​

​

Monument’s stockholders’ equity, as adjusted

​

​

​

​

​

​

​

​

​

​

26,838

​

​

​

Estimated allocation to goodwill

​

​

​

​

​

​

​

​

​

$

16,012

​

​

​

   

20

(Dollars In Thousands, Except Per Share Data)

​

​

C&N Historical

​

​

Monument Historical

​

​

Pro Forma Adjustments

​

​

Pro Forma Combined

​

​

Note Reference

​

INTEREST INCOME

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest and fees on loans

​

​

​

$

36,944

​

​

​

​

$

10,474

​

​

​

​

​

​

​

​

​

​

$

47,418

​

​

​

​

​

​

​

​

Interest and dividend income on securities

​

​

​

​

8,704

​

​

​

​

​

1,799

​

​

​

​

​

(368)

​

​

​

​

​

10,135

​

​

​

​

​

(1)

​

​

Other interest income

​

​

​

​

215

​

​

​

​

​

268

​

​

​

​

​

​

​

​

​

​

​

483

​

​

​

​

​

​

​

​

Total interest and dividend income

​

​

​

​

45,863

​

​

​

​

​

12,541

​

​

​

​

​

(368)

​

​

​

​

​

58,036

​

​

​

​

​

​

​

​

INTEREST EXPENSE

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest on deposits

​

​

​

​

2,403

​

​

​

​

​

2,069

​

​

​

​

​

266

​

​

​

​

​

4,738

​

​

​

​

​

(2)

​

​

Interest on borrowed funds and subordinated debt

​

​

​

​

1,512

​

​

​

​

​

1,686

​

​

​

​

​

371

​

​

​

​

​

3,569

​

​

​

​

​

(3)

​

​

Total interest expense

​

​

​

​

3,915

​

​

​

​

​

3,755

​

​

​

​

​

637

​

​

​

​

​

8,307

​

​

​

​

​

​

​

​

Net interest income

​

​

​

​

41,948

​

​

​

​

​

8,786

​

​

​

​

​

(1,005)

​

​

​

​

​

49,729

​

​

​

​

​

​

​

​

Provision for loan losses

​

​

​

​

801

​

​

​

​

​

290

​

​

​

​

​

​

​

​

​

​

​

1,091

​

​

​

​

​

​

​

​

Net interest income after provision for loan losses

​

​

​

​

41,147

​

​

​

​

​

8,496

​

​

​

​

​

(1,005)

​

​

​

​

​

48,638

​

​

​

​

​

​

​

​

NONINTEREST INCOME

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Trust and financial management revenue

​

​

​

​

5,399

​

​

​

​

​

0

​

​

​

​

​

​

​

​

​

​

​

5,399

​

​

​

​

​

​

​

​

Brokerage revenue

​

​

​

​

797

​

​

​

​

​

0

​

​

​

​

​

​

​

​

​

​

​

797

​

​

​

​

​

​

​

​

Service charges on deposit accounts

​

​

​

​

4,488

​

​

​

​

​

24

​

​

​

​

​

​

​

​

​

​

​

4,512

​

​

​

​

​

​

​

​

Interchange revenue from debit card transactions

​

​

​

​

2,221

​

​

​

​

​

0

​

​

​

​

​

​

​

​

​

​

​

2,221

​

​

​

​

​

​

​

​

Net gains from sale of loans

​

​

​

​

818

​

​

​

​

​

63

​

​

​

​

​

​

​

​

​

​

​

881

​

​

​

​

​

​

​

​

Increase in cash surrender value of life insurance

​

​

​

​

379

​

​

​

​

​

0

​

​

​

​

​

​

​

​

​

​

​

379

​

​

​

​

​

​

​

​

Other noninterest income

​

​

​

​

2,051

​

​

​

​

​

56

​

​

​

​

​

​

​

​

​

​

​

2,107

​

​

​

​

​

​

​

​

Sub-total

​

​

​

​

16,153

​

​

​

​

​

143

​

​

​

​

​

0

​

​

​

​

​

16,296

​

​

​

​

​

​

​

​

Realized gains on available-for-sale debt securities, net

​

​

​

​

257

​

​

​

​

​

11

​

​

​

​

​

​

​

​

​

​

​

268

​

​

​

​

​

​

​

​

Total noninterest income

​

​

​

​

16,410

​

​

​

​

​

154

​

​

​

​

​

0

​

​

​

​

​

16,564

​

​

​

​

​

​

​

​

NONINTEREST EXPENSE

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Compensation and employee benefits

​

​

​

​

21,180

​

​

​

​

​

3,692

​

​

​

​

​

​

​

​

​

​

​

24,872

​

​

​

​

​

​

​

​

Occupancy and equipment expense

​

​

​

​

3,639

​

​

​

​

​

402

​

​

​

​

​

​

​

​

​

​

​

4,041

​

​

​

​

​

​

​

​

Data processing expenses

​

​

​

​

2,231

​

​

​

​

​

513

​

​

​

​

​

​

​

​

​

​

​

2,744

​

​

​

​

​

​

​

​

Pennsylvania shares tax

​

​

​

​

1,329

​

​

​

​

​

191

​

​

​

​

​

​

​

​

​

​

​

1,520

​

​

​

​

​

​

​

​

Professional fees

​

​

​

​

872

​

​

​

​

​

266

​

​

​

​

​

​

​

​

​

​

​

1,138

​

​

​

​

​

​

​

​

Other noninterest expense

​

​

​

​

7,716

​

​

​

​

​

1,233

​

​

​

​

​

​

​

​

​

​

​

8,949

​

​

​

​

​

​

​

​

Total noninterest expense

​

​

​

​

36,967

​

​

​

​

​

6,297

​

​

​

​

​

0

​

​

​

​

​

43,264

​

​

​

​

​

​

​

​

Income before income tax provision

​

​

​

​

20,590

​

​

​

​

​

2,353

​

​

​

​

​

(1,005)

​

​

​

​

​

21,938

​

​

​

​

​

​

​

​

Income tax provision

​

​

​

​

7,156

​

​

​

​

​

670

​

​

​

​

​

(352)

​

​

​

​

​

7,474

​

​

​

​

​

(4)

​

​

NET INCOME

​

​

​

​

13,434

​

​

​

​

​

1,683

​

​

​

​

​

(653)

​

​

​

​

​

14,464

​

​

​

​

​

​

​

​

Dividend on preferred stock

​

​

​

​

​

​

​

​

​

​

85

​

​

​

​

​

​

​

​

​

​

​

85

​

​

​

​

​

​

​

​

INCOME AVAILABLE TO COMMON STOCKHOLDERS

​

​

​

$

13,434

​

​

​

​

$

1,598

​

​

​

​

($

653)

​

​

​

​

$

14,379

​

​

​

​

​

​

​

​

EARNINGS PER COMMON SHARE – BASIC

​

​

​

$

1.10

​

​

​

​

$

1.19

​

​

​

​

​

​

​

​

​

​

$

0.97

​

​

​

​

​

​

​

​

EARNINGS PER COMMON SHARE – DILUTED

​

​

​

$

1.10

​

​

​

​

$

1.09

​

​

​

​

​

​

​

​

​

​

$

0.96

​

​

​

​

​

​

​

​

Weighted-average Shares Outstanding:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

​

12,115,840

​

​

​

​

​

1,345,289

​

​

​

​

​

1,269,703

​

​

​

​

​

14,730,832

​

​

​

​

​

​

​

​

Diluted

​

​

​

​

12,155,136

​

​

​

​

​

1,468,764

​

​

​

​

​

1,269,703

​

​

​

​

​

14,893,603

​

​

​

​

​

​

​

​

NET INCOME ATTRIBUTABLE TO COMMON SHARES

​

​

​

$

13,365

​

​

​

​

$

1,598

​

​

​

​

$

(653)

​

​

​

​

$

14,310

​

​

​

​

​

​

​

​