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Section 1: 10-Q (QUARTERLY REPORT)

UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the Quarterly Period Ended March 31, 2019

OR

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

For the transition period from __________ to __________

Commission File Number: 000-11486

CONNECTONE BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)

New Jersey 52-1273725
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)

301 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
(Address of Principal Executive Offices) (Zip Code)

201-816-8900
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definition of “large accelerated filer”, “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐
(Do not check if smaller Emerging growth company ☐
reporting 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 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

Title of each class Trading symbol Name of each exchange on which registered
Common stock CNOB NASDAQ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, no par value:
(Title of Class)
35,455,756 shares
(Outstanding as of May 7, 2019)


Table of Contents

Page
PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements
Consolidated Statements of Condition at March 31, 2019 (unaudited) and December 31, 2018 3
Consolidated Statements of Income for the three months ended March 31, 2019 and 2018 (unaudited) 4
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018 (unaudited) 5
Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2019 and 2018 (unaudited) 6
Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 (unaudited) 7
Notes to Consolidated Financial Statements (unaudited) 9
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 43
 
Item 3. Qualitative and Quantitative Disclosures about Market Risks 54
 
Item 4. Controls and Procedures 55
 
PART II – OTHER INFORMATION
 
Item 1. Legal Proceedings 56
 
Item 1a. Risk Factors 56
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 57
 
Item 3. Defaults Upon Senior Securities 57
 
Item 4. Mine Safety Disclosures 57
 
Item 5. Other Information 57
 
Item 6. Exhibits 58
     
SIGNATURES 59

2


Item 1. Financial Statements

ConnectOne Bancorp, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CONDITION

March 31,       December 31,
(in thousands, except for share data) 2019 2018
      (unaudited)
ASSETS
Cash and due from banks $ 54,520 $ 39,161
Interest-bearing deposits with banks 118,028 133,205
Cash and cash equivalents 172,548 172,366
 
Securities available-for-sale 516,539 412,034
Equity securities 11,564 11,460
 
Loans held-for-sale 368 -
 
Loans receivable 4,972,651 4,541,092
Less: Allowance for loan losses 36,858 34,954
Net loans receivable 4,935,793 4,506,138
 
Investment in restricted stock, at cost 31,727 31,136
Bank premises and equipment, net 20,150 19,062
Accrued interest receivable 21,198 18,214
Bank owned life insurance 125,300 113,820
Right of use operating lease assets 15,311 -
Goodwill 156,243 145,909
Core deposit intangibles 6,504 1,737
Other assets 35,731 30,216
Total assets $      6,048,976 $ 5,462,092
LIABILITIES
Deposits:
Noninterest-bearing $ 833,090 $ 768,584
Interest-bearing 3,760,908      3,323,508
Total deposits 4,593,998 4,092,092
Borrowings 603,412 600,001
Operating lease liabilities 16,719 -
Subordinated debentures (net of debt issuance costs of $1,517 and $1,599, respectively) 128,638 128,556
Other liabilities 23,814 27,516
Total liabilities 5,366,581 4,848,165
 
COMMITMENTS AND CONTINGENCIES
 
STOCKHOLDERS’ EQUITY
Preferred Stock:
Authorized 5,000,000 shares - -
Common stock, no par value:
Authorized 50,000,000 shares; issued 37,520,855 shares at March 31, 2019 and 34,392,464 shares at December 31, 2018; outstanding 35,443,933 shares at March 31, 2019 and 32,328,542 at December 31, 2018 468,571 412,546
Additional paid-in capital 16,513 15,542
Retained earnings 219,558 211,345
Treasury stock, at cost (2,076,922 common shares at March 31, 2019 and 2,063,922 at December 31, 2018) (16,967 ) (16,717 )
Accumulated other comprehensive loss (5,280 ) (8,789 )
Total stockholders’ equity 682,395 613,927
Total liabilities and stockholders’ equity $ 6,048,976 $ 5,462,092

See accompanying notes to unaudited consolidated financial statements.
3


ConnectOne Bancorp, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

      Three Months Ended
March 31,
(dollars in thousands, except for per share data) 2019 2018
Interest income      
Interest and fees on loans $ 60,326 $ 47,025
Interest and dividends on investment securities:
Taxable 2,942 1,887
Tax-exempt 1,127 814
Dividends 457 485
Interest on federal funds sold and other short-term investments 357 264
Total interest income 65,209 50,475
Interest expense
Deposits 15,351 7,688
Borrowings 4,906 4,640
Total interest expense 20,257 12,328
Net interest income 44,952 38,147
Provision for loan losses 4,500 17,800
Net interest income after provision for loan losses 40,452 20,347
Noninterest income
Income on bank owned life insurance 822 774
Net gains on sale of loans held-for-sale 19 17
Deposit, loan and other income 786 616
Net gains (losses) on equity securities 103 (120 )
Net gains on sales of securities available-for-sale 8 -
Total noninterest income 1,738 1,287
Noninterest expenses
Salaries and employee benefits 11,954 9,672
Occupancy and equipment 2,495 2,143
FDIC insurance 755 850
Professional and consulting 1,209 723
Marketing and advertising 210 207
Data processing 1,155 1,148
Merger expenses 7,562 -
Amortization of core deposit intangibles 364 169
Other components of net periodic pension expense 29 7
Other expenses 2,329 2,020
Total noninterest expenses 28,062      16,939
Income before income tax expense 14,128 4,695
Income tax expense 2,493 444
Net income $      11,635 $ 4,251
Earnings per common share
Basic $ 0.33 $ 0.13
Diluted 0.33 0.13
 
Dividends per common share $ 0.090 $ 0.075

See accompanying notes to unaudited consolidated financial statements.
4


ConnectOne Bancorp, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)

Three Months Ended
March 31,
(in thousands)       2019       2018
Net income $ 11,635 $ 4,251
                 
Other comprehensive income (loss):
Unrealized gains and losses on securities:
Unrealized holding gains (losses) on available-for-sale securities arising during the period 5,558 (5,019 )
Tax effect (1,422 ) 1,292
Net of tax 4,136 (3,727 )
                 
Reclassification adjustment for realized gains included in net income (8 ) -
Tax effect 2 -
Net of tax (6 ) -
                
Unrealized (losses) gains on cash flow hedge (391 ) 916
Tax effect 110 (258 )
Net of tax (281 ) 658
Unrealized pension plan (losses) gains:
Unrealized pension plan (losses) gains before reclassifications (562 ) 236
Tax effect 158 (67 )
Net of tax (404 ) 169
                 
Reclassification adjustment for realized losses included in net income 89 91
Tax effect (25 ) (25 )
Net of tax 64 66
Total other comprehensive income (loss) 3,509 (2,834 )
Total comprehensive income $      15,144 $      1,417

See accompanying notes to unaudited consolidated financial statements.

5

ConnectOne Bancorp, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited)

Accumulated
Additional Other Total
(dollars in thousands, except for per Preferred Common Paid-In Retained Treasury Comprehensive Stockholders’
share data)       Stock       Stock       Capital       Earnings       Stock       (Loss) Income       Equity
Balance as of December 31, 2017 $ - $ 412,546 $ 13,602 $ 160,025 $ (16,717 ) $ (4,019 ) $ 565,437
Reclassification of stranded tax effects (ASU 2018-02) - - - 709 - (709 ) -
Cumulative effect of adopting ASU 2016-01 - - - (55 ) - 55 -
Net income - - - 4,251 - - 4,251
Other comprehensive loss, net of tax - - - - - (2,834 ) (2,834 )
Cash dividends declared on common stock ($0.075 per share) - - - (2,420 ) - - (2,420 )
Exercise of stock options (38,697) shares) - - 202 - - - 202
Restricted stock grants (22,004 shares) - - - - - - -
Net performance units issued (42,672 shares) - - (819 ) - - - (819 )
Stock-based compensation - - 449 - - - 449
  
Balance as of March 31, 2018 $ - $ 412,546 $ 13,434 $ 162,510 $ (16,717 ) $ (7,507 ) $ 564,266
   
Balance as of December 31, 2018 $ - $ 412,546 $ 15,542 $ 211,345 $ (16,717 ) $ (8,789 ) $ 613,927
Net income - - - 11,635 - - 11,635
Other comprehensive income, net of tax - - - - - 3,509 3,509
Cash dividends declared on common stock ($0.090 per share) - - - (3,422 ) - - (3,422 )
Exercise of stock options (21,991 shares) - - 143 - - - 143
Restricted stock grants (43,483 shares) - - - - - - -
Restricted stock units (4,904 shares) - - - - - - -
Net performance units issued (26,517 shares) - - 196 - - - 196
Repurchase of treasury stock (13,000 shares) - - - - (250 ) - (250 )
Stock issued (3,032,496 shares) in acquisition of Greater Hudson Bank - 56,025 - - - - 56,025
Stock-based compensation - - 632 - - - 632
Balance as of March 31, 2019 $      - $      468,571 $      16,513 $      219,558 $      (16,967 ) $      (5,280 ) $      682,395

See accompanying notes to unaudited consolidated financial statements.

6

CONNECTONE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

Three Months Ended
March 31,
(in thousands)       2019       2018
Cash flows from operating activities
Net income $ 11,635 $ 4,251
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment 814 775
Provision for loan losses 4,500 17,800
Amortization of intangibles 364 169
Net accretion of loans (963 ) (179 )
Accretion on bank premises (21 ) (16 )
Accretion on deposits (328 ) (15 )
Amortization (accretion) on borrowings, net 58 (45 )
Stock-based compensation 828 (370 )
Gains on sales of securities available-for-sale, net (8 ) -
(Gains) losses on equity securities, net (103 ) 121
Gains on sale of loans held-for-sale, net (19 ) (17 )
Loans originated for resale (1,497 ) (1,045 )
Proceeds from sale of loans held-for-sale 1,148 1,145
Increase in cash surrender value of bank owned life insurance (822 ) (189 )
Amortization of premiums and accretion of discounts on securities available-for-sale 683 1,045
Amortization of subordinated debt issuance costs 82 86
Increase in accrued interest receivable (550 ) (550 )
Net change in operating leases 1,408 -
Decrease (increase) in other assets 3,723 (2,269 )
Decrease in other liabilities (7,933 ) (464 )
Net cash provided by operating activities 12,999 20,233
  
Cash flows from investing activities
Securities available-for-sale:
Purchases (107,405 ) (46,333 )
Sales 94,075 -
Maturities, calls and principal repayments 35,371 39,503
Net purchases of restricted investment in bank stocks (591 ) (1,125 )
Payments on loans held-for-sale - 112
Net increase in loans (70,278 ) (69,837 )
Purchases of premises and equipment (257 ) (139 )
Cash and cash equivalents acquired in acquisition 13,741 -
Net cash used in investing activities (35,344 ) (77,819 )
  
Cash flows from financing activities
Net increase (decrease) in deposits 86,124 (45,526 )
Increase in subordinated debentures - 73,525
Advances of Federal Home Loan Bank (“FHLB”) borrowings 420,000 435,000
Repayments of FHLB borrowings (480,833 ) (410,000 )
Cash dividends paid on common stock (2,657 ) (2,410 )
Repurchase of treasury stock (250 ) -
Proceeds from exercise of stock options 143 202
Net cash provided by financing activities 22,527 50,791
Net change in cash and cash equivalents 182 (6,795 )
Cash and cash equivalents at beginning of period 172,366 149,582
  
Cash and cash equivalents at end of period $       172,548 $      142,787

(continued)

7


Supplemental disclosures of cash flow information            
Cash payments for:
Interest paid on deposits and borrowings $ 22,340 $ 10,927
Income taxes - 1,223
 
Supplemental disclosures of noncash activities:
Investing:
Transfer of loans to other real estate owned $ - $ 538
Transfer of loans from held-for-investment to held-for-sale -        24,236
 
Business combination:
 
Fair value of assets acquired, net of cash and cash equivalents $        534,166 $ -
Fair value of liabilities assumed 488,475 -

See accompanying notes to unaudited consolidated financial statements.

8

CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1. Nature of Operations and Principles of Consolidation

ConnectOne Bancorp, Inc. (the “Parent Corporation”) is incorporated under the laws of the State of New Jersey and is a registered bank holding company. The Parent Corporation’s business currently consists of the operation of its wholly-owned subsidiary, ConnectOne Bank (the “Bank” and, collectively with the Parent Corporation and the Parent Corporation’s subsidiaries, the “Company”). The Bank’s subsidiaries include Union Investment Co. (a New Jersey investment company), Twin Bridge Investment Co. (a Delaware investment company), ConnectOne Preferred Funding Corp. (a New Jersey real estate investment trust), Center Financial Group, LLC (a New Jersey financial services company), Center Advertising, Inc. (a New Jersey advertising company), Morris Property Company, LLC, (a New Jersey limited liability company), Volosin Holdings, LLC, (a New Jersey limited liability company), Port Jervis Holdings LLC (a New York limited liability company) and NJCB Spec-1, LLC (a New Jersey limited liability company).

The Bank is a community-based, full-service New Jersey-chartered commercial bank that was founded in 2005. The Bank operates from its headquarters located at 301 Sylvan Avenue in the Borough of Englewood Cliffs, Bergen County, New Jersey and through its twenty-eight other banking offices. Substantially all loans are secured with various types of collateral, including business assets, consumer assets and commercial/residential real estate. Each borrower’s ability to repay its loans is dependent on the conversion of assets, cash flows generated from the borrower’s business, real estate rental and consumer wages.

The preceding unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2019, or for any other interim period. The Company’s 2018 Annual Report on Form 10-K should be read in conjunction with these consolidated financial statements.

In preparing the consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of condition and that affect the results of operations for the periods presented. Actual results could differ significantly from those estimates.

The consolidated financial statements have been prepared in conformity with GAAP. Some items in the prior year consolidated financial statements were reclassified to conform to current presentation. Reclassifications had no effect on prior year net income or stockholders’ equity.

Note 1a. Authoritative Accounting Guidance

Adoption of New Accounting Standards

Effective January 1, 2019, the Company implemented ASU No. 2016-02, “Leases (Topic 842)” (modified by ASU 2018-01 – Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842) and ASU 2018-20 – Leases (Topic 842) Narrow – Scope Improvements for Lessors). ASU 2016-02 requires the recognition of a right of use asset and related lease liability by lessees for leases classified as operating leases under current GAAP. Topic 842, which replaces the current guidance under Topic 840, retains a distinction between finance leases and operating leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee also will not significantly change from current GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right of use assets and lease liabilities. Effective with the adoption, the Company recognized a “right-of-use-asset” and a “lease liability” for its operating leases and has elected to apply practical expedients pertaining to the ASU. The Company applied a modified retrospective transition approach for the applicable leases. ASU 2016-02 provides for a modified retrospective transition approach requiring lessees to recognize and measure leases on the balance sheet at the beginning of either the earliest period presented or as of the beginning of the period of adoption. The Company elected to apply ASU 2016-02 as of the beginning of the period of adoption (January 1, 2019) and will not restate comparative periods. The Company has also elected to use the practical expedient to make an accounting policy election for property leases to include both lease and non-lease components as a single component and account for it as a lease. The adoption of ASU 2016-02 resulted in the recognition of $15.3 million of “right-of-use assets” and $16.7 million of lease liabilities as of the date of the adoption. This adoption did not materially impact the Company’s Consolidated Statement of Income for the first quarter ended March 31, 2019 and it is not expected to have a material impact on the Consolidated Statement of Income in future periods. See Note 9 – Premises and Equipment for additional disclosures related to leases.

9


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1a. Authoritative Accounting Guidance

Newly Issued, But Not Yet Effective Accounting Standards

SU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Assets Measured at Amortized Cost.” (modified by ASU 2018-19 – Codification Improvements to Topic 326, Financial Instruments –Credit Losses). ASU 2016-13 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates and affects loans, debt securities, trade receivables, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has formed a CECL committee which has assessed our data and system needs. The Company has engaged third-party vendors to assist in analyzing our data and developing a CECL model. The Company, in conjunction with these vendors, has researched and analyzed modeling standards, loan segmentation, as well as potential external inputs to supplement our historical loss history. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the ASU is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the ASU on our consolidated financial statements.

ASU No. 2017-08, “Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities.” ASU No. 2017-08 shortens the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 will be effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. We are currently evaluating this ASU to determine the impact on our consolidated financial statements.

ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” These amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. ASU 2018-15 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. We believe the adoption of this standard will not have a significant impact on our consolidated financial statements.

ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.” These amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020. We believe the adoption of this standard will not have a significant impact on our consolidated financial statements.

ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments in this update modify disclosure requirements on fair value measurements by removing, modifying and adding certain disclosure requirements. The amendments primarily pertain to Level 3 fair value measurements and depending on the amendment are applied either prospectively or retrospectively. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We believe the adoption of this standard will not have a significant impact on our consolidated financial statements.

ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350).” ASU 2017-04 aims to simplify the subsequent measurement of goodwill. Under these amendments, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The Board also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets and still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2019. Although management continues to evaluate the potential impact of ASU 2017-04 on our consolidated financial statements, at this time, we believe the adoption of this standard will not have a significant impact on our consolidated financial statements.

10


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 2. Business Combination

On July 11, 2018, the Company entered into an Agreement and Plan of Merger with Greater Hudson Bank (“GHB”), under which GHB would merge with and into ConnectOne Bank, with ConnectOne Bank as the surviving bank. This transaction was completed effective January 2, 2019 (“Merger date”). As part of this merger, the Company acquired seven branch offices located in Rockland, Orange and Westchester Counties, New York. Pursuant to the merger agreement, holders of GHB common stock received 0.245 shares of common stock of ConnectOne with cash paid in lieu of fractional shares.

The acquisition of GHB was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration paid were recorded at their estimated fair values as of the acquisition date. The application of the acquisition method of accounting resulted in the recognition of goodwill of $10.3 million and a core deposit intangible of $5.1 million. The assets acquired and liabilities assumed and consideration paid in the acquisition of GHB were recorded at their estimated fair values based on management’s best estimates using information available at the date of the acquisition and are subject to adjustment for up to one year after the closing date of the acquisition. While the fair values are not expected to be materially different from the estimates, accounting guidance provides that an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period, which runs through January 2, 2020, in the measurement period in which the adjustment amounts are determined. The acquirer must record in the financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the changes to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The items most susceptible to adjustment are the credit fair value adjustments on loans, core deposit intangible and the deferred income tax assets resulting from the acquisition.

In connection with the acquisition, the consideration paid and the fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition are summarized in the following table:

Estimated Fair
Value at
      January 2, 2019
      (in thousands)
Consideration paid:
Common stock issued in acquisition $ 56,025
 
Assets acquired:
Cash and cash equivalents 13,741
Securities available-for-sale 121,672
Loans, net 362,914
Premises and equipment, net 1,624
Accrued interest receivable 2,434
Core deposit intangibles 5,131
Other assets 26,650
Total assets acquired 534,166
 
Liabilities assumed:
Deposits 416,110
Borrowings 64,186
Other liabilities 8,179
Total liabilities assumed 488,475
 
Net assets acquired 45,691
 
Goodwill recorded in acquisition $      10,334

The amount of goodwill recorded represents the excess purchase price over the estimated fair value of the net assets acquired by ConnectOne and reflects the economies of scale, increased market share and lending capabilities, greater access to best-in-class banking technology, and related synergies that are expected to result from the acquisition.

Loans acquired in the GHB acquisition were recorded at fair value, and there was no carryover related allowance for loan losses. The fair values of loans acquired from GHB were estimated based on the value of the expected cash flows, which were projected based on the contractual terms of the loans, including both maturity and contractual amortization. The monthly principal and interest cash flows were adjusted for expected losses and prepayments, where appropriate. Projected cash flows were then discounted to present value using a discount rate developed based on the relative risk of the cash flows, considering the loan type, liquidity risk, the maturity of the loans, servicing costs and a required return on capital.

11


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 2. Business Combination – (continued)

The following is a summary of the loans accounted for in accordance with ASC 310-30 that were acquired in the GHB acquisition as of the Merger date:

Estimated Fair
Value at
      January 2, 2019
(in thousands)
Contractually required principal and interest acquisition $ 19,874
Contractual cash flows not expected to be collected (non-accretable discount) (12,167 )
Expected cash flows at acquisition 7,707
Interest component of expected cash flows (accretable discount) (1,286 )
Fair value of acquired loans $      6,421

Goodwill is not amortized for book purposes; however, it is reviewed at least annually for impairment and is not deductible for tax purposes.

The fair value of retail demand and interest bearing deposit accounts was assumed to approximate the carrying value as those accounts have no stated maturity and are payable on demand. The fair value of time deposits was estimated by discounting the contractual future cash flows using market rates offered for time deposits of similar remaining maturities. The fair value of borrowed funds was estimated by discounting the future cash flows using market rates for similar borrowings.

Direct acquisition and integration costs of the Merger were expensed as incurred. These items were recorded as merger-related expenses on the statement of operations. During the three months ended March 31, 2019, merger expenses were $7.6 million.

Note 3. Earnings per Common Share

Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) No. 260-10-45 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (“EPS”). The restricted stock awards previously granted by the Company contain non-forfeitable rights to dividends and therefore are considered participating securities. The two-class method for calculating basic EPS excludes dividends paid to participating securities and any undistributed earnings attributable to participating securities. Earnings per common share have been computed based on the following:

Three Months Ended
      March 31,
(dollars in thousands, except for per share data) 2019       2018
Net income $ 11,635 $ 4,251
Earnings allocated to participating securities (26 ) (12 )
Income attributable to common stock $ 11,609 $ 4,239
 
Weighted average common shares outstanding, including participating securities 35,283 32,116
Weighted average participating securities (25 ) (94 )
Weighted average common shares outstanding 35,258 32,022
Incremental shares from assumed conversions of options, performance units and restricted shares 61 274
Weighted average common and equivalent shares outstanding 35,319 32,296
 
Earnings per common share:
Basic $      0.33 $      0.13
Diluted 0.33 0.13

There were no antidilutive share equivalents as of March 31, 2019 and March 31, 2018.

12


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 4. Securities Available-for-Sale

Securities available-for-sale are reported at fair value with unrealized gains or losses included in stockholders’ equity, net of tax. Accordingly, the carrying value of such securities reflects their fair value as of March 31, 2019 and December 31, 2018. Fair value is based upon either quoted market prices, or in certain cases where there is limited activity in the market for a particular instrument, assumptions are made to determine their fair value. See Note 7 of the Notes to Consolidated Financial Statements for a further discussion.

The following table summarizes the amortized cost and fair value of securities available-for-sale at March 31, 2019 and December 31, 2018 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss).

Gross Gross
Amortized Unrealized Unrealized Fair
      Cost       Gains       Losses       Value
March 31, 2019 (dollars in thousands)
Securities available-for-sale
Federal agency obligations $ 43,321 $ 191 $ (232 ) $ 43,280
Residential mortgage pass-through securities 255,657 381 (2,837 ) 253,201
Commercial mortgage pass-through securities 6,903 23 (11 ) 6,915
Obligations of U.S. states and political subdivisions 167,819 2,115 (1,764 ) 168,170
Corporate bonds and notes 35,245 193 (367 ) 35,071
Asset-backed securities 8,244 11 (68 ) 8,187
Certificates of deposit 148 2 - 150
Other securities 1,565 - - 1,565
Total securities available-for-sale $ 518,902 $ 2,916 $ (5,279 ) $ 516,539
 
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
December 31, 2018 (dollars in thousands)
Securities available-for-sale
Federal agency obligations $ 45,509 $ 51 $  (605 )   $ 44,955
Residential mortgage pass-through securities 189,721 85

(4,602

) 185,204
Commercial mortgage pass-through securities 3,919 - (45 )   3,874
Obligations of U.S. states and political subdivisions 141,496 1,091 (3,402 )   139,185
Corporate bonds and notes 26,308 45 (540 )   25,813
Asset-backed securities 9,685 22 (16 )   9,691
Certificates of deposit 319 3 -     322
Other securities 2,990 - -     2,990
Total securities available-for-sale $      419,947 $      1,297 $      (9,210 )   $      412,034

Investment securities having a carrying value of approximately $141.9 million and $151.5 million at March 31, 2019 and December 31, 2018, respectively, were pledged to secure public deposits, borrowings, Federal Reserve Discount Window borrowings and Federal Home Loan Bank advances and for other purposes required or permitted by law. As of March 31, 2019 and December 31, 2018, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

13


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 4. Securities Available-for-Sale – (continued)

The following table presents information for investments in securities available-for-sale at March 31, 2019, based on scheduled maturities. Actual maturities can be expected to differ from scheduled maturities due to prepayment or early call options of the issuer. Securities not due at a single maturity date are shown separately.

March 31, 2019
Amortized Fair
      Cost       Value
(dollars in thousands)
Securities available-for-sale:
Due in one year or less $      6,909 $      6,941
Due after one year through five years 46,300 46,324
Due after five years through ten years 32,152 32,634
Due after ten years 169,416 168,959
Residential mortgage pass-through securities 255,657 253,201
Commercial mortgage pass-through securities 6,903 6,915
Other securities 1,565 1,565
Total securities available-for-sale $ 518,902 $ 516,539

Gross gains and losses from the sales of securities for periods presented were as follows (dollars in thousands):

Three Months Ended
March 31,
      2019       2018
Proceeds $      94,075 $             -
 
Gross gains on sales of securities 8 -
Gross losses on sales of securities - -
Net gains on sales of securities 8 -
Less: tax provision on net gains (2 ) -
Net gains on sales of securities, after tax $ 6 $ -

The Company reviews all securities for potential recognition of other-than-temporary impairment. The Company maintains a watch list for the identification and monitoring of securities experiencing problems that require a heightened level of review. This could include credit rating downgrades.

The Company’s assessment of whether an impairment in the portfolio is other-than temporary includes factors such as whether the issuer has defaulted on scheduled payments, announced restructuring and/or filed for bankruptcy, has disclosed severe liquidity problems that cannot be resolved, disclosed deteriorating financial condition or sustained significant losses.

14


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 4. Securities Available-For-Sale – (continued)

Temporarily Impaired Securities

The Company does not believe that any of the unrealized losses, which were comprised of 131 and 148 securities as of March 31, 2019 and December 31, 2018, respectively, represent an other-than-temporary impairment (“OTTI”). The gross unrealized losses associated with U.S. Treasury and agency securities, federal agency obligations, mortgage-backed securities, corporate bonds, tax-exempt securities, asset-backed securities are not considered to be other-than-temporary because these unrealized losses are related to changes in interest rates and do not affect the expected cash flows of the underlying collateral or issuer.

Factors which may contribute to unrealized losses include credit risk, market risk, changes in interest rates, economic cycles, and liquidity risk. The magnitude of any unrealized loss may be affected by the relative concentration of the Company’s investment in any one issuer or industry. The Company has established policies to reduce exposure through diversification of the securities portfolio including limits on concentrations to any one issuer. The Company believes the securities portfolio is prudently diversified.

The unrealized losses included in the tables below are primarily related to changes in interest rates and credit spreads. All of the Company’s securities are performing and are expected to continue to perform in accordance with their respective contractual terms and conditions. These are largely intermediate duration holdings and, in certain cases, monthly principal payments can further reduce loss exposure resulting from an increase in rates.

The Company evaluates all securities with unrealized losses quarterly to determine whether the loss is other-than-temporary. Unrealized losses in the corporate debt securities category consist primarily of senior unsecured corporate debt securities issued by large financial institutions, insurance companies and other corporate issuers. Single issuer corporate trust preferred securities are also included, and in the case of one holding the market valuation loss is largely based upon the floating rate coupon and corresponding market valuation. Neither that trust preferred issuer, nor any other corporate issuers, have defaulted on interest payments. The unrealized loss in equity securities consists of losses on other bank equities. The decline in fair value is due in large part to the lack of an active trading market for these securities, changes in market credit spreads and rating agency downgrades. Management concluded that these securities were not OTTI at March 31, 2019.

In determining whether or not securities are OTTI, the Company must exercise considerable judgment. Accordingly, there can be no assurance that the actual results will not differ from the Company’s judgments and that such differences may not require the future recognition of OTTI charges that could have a material effect on the Company’s financial position and results of operations. In addition, the value of, and the realization of any loss on, a security is subject to numerous risks as cited above.

15


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 4. Securities Available-For-Sale – (continued)

The following tables indicate gross unrealized losses not recognized in income and fair value, aggregated by investment category and the length of time individual securities have been in a continuous unrealized loss position at March 31, 2019 and December 31, 2018:

March 31, 2019
Total Less than 12 Months 12 Months or Longer
Fair Unrealized Fair Unrealized Fair Unrealized
      Value       Losses       Value       Losses       Value       Losses
(dollars in thousands)
Investment Securities Available-for-Sale:
Federal agency obligation $      23,900 $      (232 ) $      2,005 $        (7 ) $      21,895 $      (225 )
Residential mortgage pass-through securities 194,131 (2,837 ) 60,001 (137 ) 134,130 (2,700 )
Commercial mortgage pass-through securities 3,873 (11 ) - - 3,873 (11 )
Obligations of U.S. states and political subdivisions 53,685 (1,764 ) 531 - 53,154 (1,764 )
Corporate bonds and notes 14,547 (367 ) 7,382 (42 ) 7,165 (325 )
Asset-backed securities 4,536 (68 ) 2,884 (49 ) 1,652 (19 )
Total temporarily impaired securities $ 294,672 $ (5,279 ) $ 72,803 $ (235 ) $ 221,869 $ (5,044 )
 
December 31, 2018
Total Less than 12 Months 12 Months or Longer
Fair Unrealized Fair Unrealized Fair Unrealized
      Value       Losses       Value       Losses       Value       Losses
(dollars in thousands)
Investment Securities Available-for-Sale:
Federal agency obligation $      35,472 $      (605 ) $      810 $      (1 ) $      34,662 $      (604 )
Residential mortgage pass-through securities 178,365 (4,602 ) 42,040 (393 ) 136,325 (4,209 )
Commercial mortgage pass-through securities 3,874 (45 ) - - 3,874 (45 )
Obligations of U.S. states and political subdivisions 64,367 (3,402 ) 7,765 (21 ) 56,602 (3,381 )
Corporate bonds and notes 15,534 (540 ) 7,767 (133 ) 7,767 (407 )
Asset-backed securities 3,957 (16 ) 2,219 (11 ) 1,738 (5 )
Total Temporarily Impaired Securities $ 301,569 $ (9,210 ) $ 60,601 $ (559 ) $ 240,968 $ (8,651 )

Note 5. Derivatives

The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swap does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.

16


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 5. Derivatives – (continued)

Interest rate swaps were entered into on April 13, 2017, August 24, 2015, and December 30, 2014, each with a respective notional amount of $25.0 million and were designated as a cash flow hedge of a Federal Home Loan Bank advance. The swaps were determined to be fully effective during the period presented and therefore no amount of ineffectiveness has been included in net income while the aggregate fair value of the swaps is recorded in other assets (liabilities) with changes in fair value recorded in other comprehensive income (loss). The amount included in accumulated other comprehensive income (loss) would be reclassified to current earnings should the hedges no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining term of the swaps. Summary information about the interest rate swaps designated as cash flow hedges as of March 31, 2019, December 31, 2018 and March 31, 2018 are presented in the following table.

March 31, December 31, March 31,
      2019       2018       2018
(dollars in thousands)
Notional amount $      75,000 $      75,000 $      100,000
Weighted average pay rates 1.80 % 1.70 % 1.79 %
Weighted average receive rates 2.79 % 2.19 % 1.82 %
Weighted average maturity 1.7 years 2.0 years 2.2 years
 
Fair value $ 768 $ 1,159 $ 1,714

Net interest income recorded on these swap transactions totaled approximately $182 thousand during the three months ended March 31, 2019 compared to $5 thousand during the three months ended March 31, 2018.

Cash Flow Hedge

The following table presents the net losses recorded in other comprehensive income and the Consolidated Statements of Income relating to the cash flow derivative instruments for the following periods:

Three Months Ended March 31, 2019
Amount of gain Amount of gain Amount of gain
(loss) recognized (loss) reclassified recognized in other
in OCI (Effective from OCI to Noninterest income
      Portion)       interest income       (Ineffective Portion)
(dollars in thousands)
Interest rate contracts $                       (209 ) $                    (182 ) $      -

Three Months Ended March 31, 2018
Amount of gain Amount of gain Amount of gain
(loss) recognized (loss) reclassified recognized in other
in OCI (Effective from OCI to Noninterest income
      Portion)       interest income       (Ineffective Portion)
(dollars in thousands)
Interest rate contracts $                           921 $                       (5 ) $      -

17


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The following table reflects the cash flow hedges included in the consolidated statements of condition as of March 31, 2019 and December 31, 2018:

March 31, 2019 December 31, 2018
Notional Notional
      Amount       Fair Value       Amount       Fair Value
(dollars in thousands)
Interest rate swaps related to FHLB advances included in assets $      75,000 $      768 $      75,000 $      1,159

18


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 6. Loans and the Allowance for Loan Losses

Loans Receivable - The following table sets forth the composition of the Company’s loan portfolio segments, including net deferred fees, as of March 31, 2019 and December 31, 2018:

March 31, December 31,
2019 2018
(dollars in thousands)
Commercial $      1,051,199       $      988,758
Commercial real estate       3,054,196 2,778,167
Commercial construction 548,039 465,389
Residential real estate 319,215 309,991
Consumer 4,156 2,594
Gross loans 4,976,805 4,544,899
Net deferred loan fees (4,154 ) (3,807 )
Total loans receivable $ 4,972,651 $ 4,541,092

At March 31, 2019 and December 31, 2018, loan balances of approximately $2.5 billion and $2.3 billion, respectively, were pledged to secure borrowings from the FHLB of New York.

Purchased Credit-Impaired Loans - The Company holds purchased loans for which there was, at their acquisition date, evidence of deterioration of credit quality since their origination and it was probable, at acquisition, that all contractually required payments would not be collected. The recorded investment of those loans is as follows at March 31, 2019 and December 31, 2018.

March 31, December 31,
2019 2018
(dollars in thousands)
Commercial       $      6,159       $      2,509
Commercial real estate 1,181 -
Commercial construction 1,649 -
$ 8,989 $ 2,509

For those purchased loans disclosed above, the Company did not increase the allowance for loan losses during either the three months ended March 31, 2019 and March 31, 2018. There were no reversals from the allowance for loan losses during the three months ended March 31, 2019 and March 31, 2018.

The following table presents the accretable yield, or income expected to be collected, on the purchased credit-impaired loans for three months ended March 31, 2019 and March 31, 2018:

Three Months Three Months
      Ended       Ended
March 31, March 31,
2019 2018
(dollars in thousands)
Balance at beginning of period $             1,134 $             1,387
New loans purchased 1,286 -
Accretion of income (146 ) (65 )
Balance at end of period $ 2,274 $ 1,322

19


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 6. Loans and the Allowance for Loan Losses – (continued)

Loans Receivable on Nonaccrual Status - The following tables present nonaccrual loans included in loans receivable by loan class as of March 31, 2019 and December 31, 2018:

    March 31,   December 31,
2019 2018
(dollars in thousands)
Commercial       $      28,099       $      29,340
Commercial real estate 12,159 15,135
Commercial construction 2,934 2,934
Residential real estate 4,488 4,446
Total nonaccrual loans $ 47,680 $ 51,855

Nonaccrual loans and loans 90 days or greater past due and still accruing include both smaller balance homogeneous loans that are collectively evaluated for impairment and loans individually evaluated for impairment.

Credit Quality Indicators - The Company continuously monitors the credit quality of its loans receivable. In addition to its internal monitoring, the Company utilizes the services of a third-party loan review firm to periodically validate the credit quality of its loans receivable on a sample basis. Credit quality is monitored by reviewing certain credit quality indicators. Assets classified “Pass” are deemed to possess average to superior credit quality, requiring no more than normal attention. Assets classified as “Special Mention” have generally acceptable credit quality yet possess higher risk characteristics/circumstances than satisfactory assets. Such conditions include strained liquidity, slow pay, stale financial statements, or other conditions that require more stringent attention from the lending staff. These conditions, if not corrected, may weaken the loan quality or inadequately protect the Company’s credit position at some future date. Assets are classified “Substandard” if the asset has a well-defined weakness that requires management’s attention to a greater degree than for loans classified special mention. Such weakness, if left uncorrected, could possibly result in the compromised ability of the loan to perform to contractual requirements. An asset is classified as “Doubtful” if it is inadequately protected by the net worth and/or paying capacity of the obligor or of the collateral, if any, that secures the obligation. Assets classified as doubtful include assets for which there is a “distinct possibility” that a degree of loss will occur if the inadequacies are not corrected. All loans past due 90 days or greater and all impaired loans are included in the appropriate category below. The following table presents information about the loan credit quality by loan class of gross loans (which exclude net deferred fees) at March 31, 2019 and December 31, 2018:

March 31, 2019
Special
Pass Mention Substandard Doubtful Total
(dollars in thousands)
Commercial $      997,975 $      17,452 $      35,772 $      - $      1,051,199
Commercial real estate 3,024,553 12,970 16,673 - 3,054,196
Commercial construction       533,105       6,920       8,014       -       548,039
Residential real estate 314,599 - 4,616 - 319,215
Consumer 4,143 - 13 - 4,156
Gross loans $ 4,874,375 $ 37,342 $ 65,088 $ - $ 4,976,805
 
  December 31, 2018
Special
Pass Mention Substandard Doubtful Total
(dollars in thousands)
Commercial $ 951,610 $ 3,371 $ 33,777 $ - $      988,758
Commercial real estate 2,742,989 12,574 22,604 - 2,778,167
Commercial construction 453,598 5,515 6,276 - 465,389
Residential real estate 305,414 - 4,577 - 309,991
Consumer 2,576 - 18 - 2,594
Gross loans $ 4,456,187 $ 21,460 $ 67,252 $ - $ 4,544,899

20


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 6. Loans and the Allowance for Loan Losses – (continued)

The following table provides an analysis of the impaired loans by class as of March 31, 2019 and 2018.

March 31, 2019
Unpaid
Recorded Principal Related
Investment Balance Allowance
No related allowance recorded (dollars in thousands)
Commercial        $       28,870        $       78,844       
Commercial real estate 10,124 18,258
Commercial construction 6,326 10,443
Residential real estate 2,185 2,511
Consumer - -
Total (no related allowance) $ 47,505 $ 110,056
 
With an allowance recorded
Commercial real estate $ 4,984 $ 7,999 $       1,035
Residential real estate 256 266 25
Total (with allowance) $ 5,240 $ 8,265 $ 1,060
 
Total
Commercial $ 28,870 $ 78,844 $ -
Commercial real estate 15,108 26,257 1,035
Commercial construction 6,326 10,443 -
Residential real estate 2,441 2,777 25
Consumer - - -
Total $ 52,745 $ 118,321 $ 1,060
 
December 31, 2018
Unpaid
Recorded Principal Related
Investment Balance Allowance
No related allowance recorded (dollars in thousands)
Commercial $ 29,896 $ 83,596
Commercial real estate 16,839 17,935
Commercial construction 9,240 9,240
Residential real estate 2,209 2,521
Consumer - -
Total (no related allowance) $ 58,184 $ 113,292
 
With an allowance recorded
Commercial real estate $ 1,488 $ 1,488 $ 7
Residential real estate 260 266 29
$ 1,748 $ 1,754 $ 36
 
Total
Commercial $ 29,896 $ 83,596 $ -
Commercial real estate 18,327 19,423 7
Commercial construction 9,240 9,240 -
Residential real estate 2,469 2,787 29
Consumer - - -
Total $ 59,932 $ 115,046 $ 36

21


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 6. Loans and the Allowance for Loan Losses – (continued)

The following table provides an analysis related to the average recorded investment and interest income recognized on impaired loans by class as of and for the three months ended March 31, 2019 and 2018:

Three Months Ended March 31,
2019 2018
Average Interest Average Interest
Recorded Income Recorded Income
Investment Recognized Investment Recognized
Impaired loans with no related allowance recorded                        
Commercial $      29,080 $      16 $      45,607 $      31
Commercial real estate 10,146 47 35,010 243
Commercial construction 10,400 57 6,083 77
Residential real estate 2,194 - 2,613 -
Consumer - - - -
Total $ 51,820 $ 120 $ 89,313 $ 351
 
Impaired loans with an allowance recorded
Commercial real estate $ 7,084 $ - $ 1,129 $ 12
Commercial construction - - 2,649 42
Residential real estate 258 - - -
Total $ 7,342 $ - $ 3,778 $ 54
 
Total impaired loans
Commercial $ 29,080 $ 16 $ 45,607 $ 31
Commercial real estate 17,230 47 36,139 255
Commercial construction 10,400 57 8,732 119
Residential real estate 2,452 - 2,613 -
Consumer - - - -
Total $ 59,162 $ 120 $ 93,091 $ 405

Included in impaired loans at March 31, 2019 and December 31, 2018 are loans that are deemed troubled debt restructurings. The recorded investment in loans include accrued interest receivable and other capitalized costs such as real estate taxes paid on behalf of the borrower and loan origination fees, net, when applicable. Cash basis interest and interest income recognized on accrual basis approximate each other.

22


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 6. Loans and the Allowance for Loan Losses – (continued)

Aging Analysis - The following table provides an analysis of the aging of the loans by class, excluding net deferred fees, that are past due at March 31, 2019 and December 31, 2018:

March 31, 2019
90 Days or
Greater Past Total Past
30-59 Days 60-89 Days Due and Still Due and
Past Due Past Due Accruing Nonaccrual Nonaccrual Current Gross Loans
(dollars in thousands)
Commercial      $     1,979      $     2,626      $     3,799      $     28,099      $     36,503      $     1,014,696      $     1,051,199
Commercial real estate 10,213 180 - 12,159 22,552 3,031,644 3,054,196
Commercial construction 648 - 1,649 2,934 5,231 542,808 548,039
Residential real estate 1,591 - - 4,488 6,079 313,136 319,215
Consumer 12 - - - 12 4,144 4,156
Total $ 14,443 $ 2,806 $ 5,448 $ 47,680 $ 70,377 $ 4,906,428 $ 4,976,805

Included in the 90 days or greater past due and still accruing category as of March 31, 2019 are purchased credit-impaired loans, net of fair value marks, which accretes income per the valuation at date of acquisition.

December 31, 2018
90 Days or
Greater Past Total Past
30-59 Days 60-89 Days Due and Still     Due and
Past Due Past Due Accruing Nonaccrual Nonaccrual Current Gross Loans
Commercial      $     1,673      $     -      $     1,647      $     29,340      $     32,660      $     956,098      $     988,758
Commercial real estate 6,162 1,840 - 15,135 23,137 2,755,030 2,778,167
Commercial construction 2,496 564 - 2,934 5,994 459,395 465,389
Residential real estate 3,455 119 - 4,446 8,020 301,971 309,991
Consumer - - - - - 2,594 2,594
Total $ 13,786 $ 2,523 $ 1,647 $ 51,855 $ 69,811 $ 4,475,088 $ 4,544,899

The amount reported 90 days or greater past due and still accruing as of December 31, 2018 are comprised of PCI loans, net of their fair value marks, which are accreting income per their valuation at date of acquisition.

23


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 6. Loans and the Allowance for Loan Losses – (continued)

The following tables detail, at the period-end presented, the amount of gross loans (excluding loans held-for-sale) that are evaluated individually, and collectively, for impairment, those acquired with deteriorated quality, and the related portion of the allowance for loan losses that are allocated to each loan portfolio segment:

March 31, 2019
Commercial Commercial Residential
    Commercial     real estate     construction     real estate     Consumer     Unallocated     Total
(dollars in thousands)
ALLL
Individually evaluated for impairment $ - $ 1,035 $      - $      25 $      - $ - $ 1,060
Collectively evaluated for impairment 8,460 19,526 4,982 1,141 1 488 34,598
Acquired portfolio 200 1,000 - - - - 1,200
Acquired with deteriorated credit quality - - - - - - -
Total $ 8,660 $ 21,561 $ 4,982 $ 1,166 $ 1 $ 488 $ 36,858
 
Gross loans
Individually evaluated for impairment $ 28,870 $ 15,108 $ 6,326 $ 2,441 $ - $ 52,745
Collectively evaluated for impairment 893,678 2,603,459 498,503 267,903 3,826 4,267,369
Acquired portfolio 122,492 434,448 41,561 48,871 330 647,702
Acquired with deteriorated credit quality 6,159 1,181 1,649 - - 8,989
Total $      1,051,199 $      3,054,196 $ 548,039 $ 319,215 $ 4,156 $      4,976,805
 
December 31, 2018
Commercial Commercial Residential
Commercial real estate construction real estate Consumer Unallocated Total
(dollars in thousands)
Allowance for loan losses
Individually evaluated for impairment $ - $ 7 $ - $ 29 $ - $ - $ 36
Collectively evaluated for impairment 9,675 17,840 4,519 1,237 2 445 33,718
Acquired portfolio 200 1,000 - - - - 1,200
Acquired with deteriorated credit quality - - - - - - -
Total $ 9,875 $ 18,847 $ 4,519 $ 1,266 $ 2 $      445 $ 34,954
 
Gross loans
Individually evaluated for impairment $ 29,896 $ 18,327 $ 9,240 $ 2,469 $ - $ 59,932
Collectively evaluated for impairment 949,129 2,500,132 456,149 263,449 2,484 4,171,343
Acquired portfolio 7,224 259,708 - 44,073 110 311,115
Acquired with deteriorated credit quality 2,509 - - - - 2,509
Total $ 988,758 $ 2,778,167 $ 465,389 $ 309,991 $ 2,594 $ 4,544,899
 
24


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 6. Loans and the Allowance for Loan Losses – (continued)

The Company’s allowance for loan losses is analyzed quarterly. Many factors are considered, including growth in the portfolio, delinquencies, nonaccrual loan levels, and other factors inherent in the extension of credit.

A summary of the activity in the allowance for loan losses by loan segment is as follows:

Three Months Ended March 31, 2019
Commercial Commercial Residential
    Commercial     real estate     construction     real estate     Consumer     Unallocated     Total
(dollars in thousands)
Balance at December 31, 2018 $ 9,875 $ 18,847 $ 4,519 $       1,266 $             2 $ 445 $      34,954
 
Charge-offs - (2,676 ) - - - - (2,676 )
 
Recoveries 71 - - 2 7 - 80
 
Provision for loan losses (1,286 ) 5,390 463 (102 ) (8 ) 43 4,500
                                                     
Balance at March 31, 2019 $ 8,660 $ 21,561 $ 4,982 $ 1,166 $ 1 $ 488 $ 36,858

Three Months Ended March 31, 2018
Commercial Commercial Residential
    Commercial     real estate     construction     real estate     Consumer     Unallocated     Total
(dollars in thousands)
Balance at December 31,
2017 $ 8,233 $ 17,112 $ 4,747 $ 1,050 $ 1 $ 605 $ 31,748
 
Charge-offs (17,020 ) - - (18 ) - - (17,038 )
 
Recoveries 19 - - - - - 19
 
Provision for loan losses 17,318 323 25 77 1 56 17,800
                                                 
Balance at March 31, 2018 $      8,550 $      17,435 $      4,772 $      1,109 $ 2 $      661 $      32,529

25


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 6. Loans and the Allowance for Loan Losses – (continued)

Troubled Debt Restructurings

Loans are considered to have been modified in a troubled debt restructuring (“TDRs”) when due to a borrower’s financial difficulties, the Company makes certain concessions to the borrower that it would not otherwise consider. Modifications may include interest rate reductions, principal or interest forgiveness, forbearance, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. Generally, a nonaccrual loan that has been modified in a troubled debt restructuring remains on nonaccrual status for a period of six months to demonstrate that the borrower is able to meet the terms of the modified loan. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains on nonaccrual status.

At March 31, 2019, there were no commitments to lend additional funds to borrowers whose loans were on nonaccrual status or were contractually past due 90 days or greater and still accruing interest, or whose terms have been modified in troubled debt restructurings.

As of March 31, 2019, TDRs totaled $30.9 million, of which $22.7 million were on nonaccrual status and $8.2 million were performing under their restructured terms. As of December 31, 2018, TDRs totaled $34.5 million, of which $23.3 million were on nonaccrual status and $11.2 million were performing under their restructured terms. The Company has allocated $-0- and $147 thousand of specific allowance for the three months ended March 31, 2019 and March 31, 2018, respectively.

There were no loans modified as TDRs during the three months ended March 31, 2019. There were no charge-offs in connection with a loan modification at the time of modification during the three months ended March 31, 2019. There were no TDRs for which there was a payment default within twelve months following the modification during the three months ended March 31, 2019.

The following table presents loans by class modified as TDRs that occurred during the three months ended March 31, 2018 (dollars in thousands):

Pre-Modification Post-Modification
Outstanding Outstanding
Number of Recorded Recorded
      Loans       Investment       Investment
Troubled debt restructurings:
Commercial 3 $ 2,077 $ 2,077
Commercial real estate 1 60 60
Commercial construction 2 1,839 1,839
  
Total 6 $ 3,976 $ 3,976

These six loan modifications included interest rate reductions and maturity extensions.

Note 7. Fair Value Measurements and Fair Value of Financial Instruments

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (for example, supported with little or no market activity).

26


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018:

Securities Available-for-Sale and Equity Securities: Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 inputs include securities that have quoted prices in active markets for identical assets. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of instruments which would generally be classified within Level 2 of the valuation hierarchy include municipal bonds and certain agency collateralized mortgage obligations. In certain cases where there is limited activity in the market for a particular instrument, assumptions must be made to determine the fair value of the instruments and these are classified as Level 3. When measuring fair value, the valuation techniques available under the market approach, income approach and/or cost approach are used. The Company’s evaluations are based on market data and the Company employs combinations of these approaches for its valuation methods depending on the asset class.

Derivatives: The fair value of derivatives is based on valuation models using observable market data as of the measurement date (level 2). Our derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rate, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.

27


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

For financial assets and liabilities measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at March 31, 2019 and December 31, 2018 are as follows:

March 31, 2019
Fair Value Measurements at Reporting Date Using
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
      Total Fair Value       (Level 1)       (Level 2)       (Level 3)
(dollars in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Available-for-sale:
Federal agency obligations $ 43,280 $      - $ 43,280 $ -
Residential mortgage pass-through securities 253,201 - 253,201 -
Commercial mortgage pass-through securities 6,915 - 6,915 -
Obligations of U.S. states and political subdivision 168,170 - 158,859 9,311
Corporate bonds and notes 35,071 - 35,071 -
Asset-backed securities 8,187 - 8,187 -
Certificates of deposit 150 - 150 -
Other securities 1,565 1,565 - -
Total available-for-sale $ 516,539 $ 1,565 $ 505,663 $ 9,311
 
Equity securities 11,564 11,564 - -
 
Derivatives 768 - 768 -
Total assets $ 528,871 $ 13,129 $ 506,431 $ 9,311

28


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

December 31, 2018
Fair Value Measurements at Reporting Date Using
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
      Total Fair Value       (Level 1)       (Level 2)       (Level 3)
(dollars in thousands)
Recurring fair value measurements:
Assets
Investment securities:
Available-for-sale:
Federal agency obligations $ 44,955 $ - $ 44,955 $ -
Residential mortgage pass-through securities 185,204 - 185,204 -
Commercial mortgage pass-through securities 3,874 - 3,874 -
Obligations of U.S. states and political subdivision 139,185 - 129,808 9,377
Corporate bonds and notes 25,813 - 25,813 -
Asset-backed securities 9,691 - 9,691 -
Certificates of deposit 322 - 322 -
Other securities 2,990 2,990 - -
Total available-for-sale $ 412,034 $ 2,990 $ 399,667 $ 9,377
 
Equity securities 11,460 11,460 - -
 
Derivatives 1,159 - 1,159 -
Total assets $      424,653 $      14,450 $      400,826 $      9,377

There were no transfers between Level 1 and Level 2 during the quarter ended March 31, 2019 and during the year ended December 31, 2018.

Assets Measured at Fair Value on a Nonrecurring Basis

The Company may be required periodically to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower of cost or fair value accounting or impairment write-downs of individual assets. The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a nonrecurring basis at March 31, 2019 and December 31, 2018:

Loans Held-for-Sale: Residential mortgage loans, originated and intended for sale in the secondary market, are carried at the lower of aggregate cost or estimated fair value as determined by outstanding commitments from investors. For these loans originated and intended for sale, gains and losses on loan sales (sale proceeds minus carrying value) are recorded in other income and direct loan origination costs and fees are deferred at origination of the loan and are recognized in other income upon sale of the loan. Management obtains quotes or bids on all or parts of these loans directly from the purchasing financial institutions (Level 2).

29


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

Impaired Loans: The Company may record adjustments to the carrying value of loans based on fair value measurements, generally as partial charge-offs of the uncollectible portions of these loans. These adjustments also include certain impairment amounts for collateral dependent loans calculated in accordance with GAAP. Impairment amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated impairment amount applicable to that loan does not necessarily represent the fair value of the loan. Real estate collateral is valued using independent appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable by market participants. However, due to the substantial judgment applied and limited volume of activity as compared to other assets, fair value is based on Level 3 inputs. Estimates of fair value used for collateral supporting commercial loans generally are based on assumptions not observable in the market place and are also based on Level 3 inputs.

For assets measured at fair value on a nonrecurring basis, the fair value measurements at March 31, 2019 and December 31, 2018 are as follows:

Fair Value Measurements at Reporting Date Using
Quoted
Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
March 31, Assets Inputs Inputs
Assets measured at fair value on a nonrecurring basis:       2019       (Level 1)       (Level 2)       (Level 3)
Impaired loans: (dollars in thousands)
Commercial real estate $ 3,949 $ - $ - $ 3,949
Residential real estate 231 231
 
Fair Value Measurements at Reporting Date Using
Quoted
Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
December 31, Assets Inputs Inputs
Assets measured at fair value on a nonrecurring basis: 2018 (Level 1) (Level 2) (Level 3)
Impaired loans: (dollars in thousands)
Commercial real estate $      1,481 $      - $      - $      1,481
Residential real estate 231 - - 231

Impaired loans Collateral dependent impaired loans at March 31, 2019 that required a valuation allowance were $5.0 million with a related valuation allowance of $1.0 million compared to $1.7 million with a related valuation allowance of $36 thousand at December 31, 2018.

30


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

Assets Measured With Significant Unobservable Level 3 Inputs

Recurring basis

The tables below present a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2019 and for the year ended December 31, 2018:

Municipal
Securities
      (dollars in thousands)
Beginning balance, January 1, 2019 $ 9,377
Principal paydowns (66 )
Ending balance, March 31, 2019 $                      9,311
 
Municipal
Securities
(dollars in thousands)
Beginning balance, January 1, 2018 $ 9,632
Principal paydowns (255 )
Ending balance, December 31, 2018 $      9,377

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018. The table below provides quantitative information about significant unobservable inputs used in fair value measurements within Level 3 hierarchy.

March 31, 2019
Valuation Unobservable
      Fair Value       Techniques       Input       Range
Securities available-for-sale: (dollars in thousands)
Municipal securities $ 9,311 Discounted cash flows Discount rate 2.9 %
 
December 31, 2018
Valuation Unobservable
Fair Value Techniques Input Range
Securities available-for-sale: (dollars in thousands)
Municipal securities $      9,377 Discounted cash flows Discount rate   2.9 %

31


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

Nonrecurring basis: The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a nonrecurring basis for the periods presented. The tables below provide quantitative information about significant unobservable inputs used in fair value measurements within Level 3 hierarchy.

Valuation Unobservable
March 31, 2019       Fair Value       Techniques       Input       Range
Impaired loans: (dollars in thousands)
Commercial real estate $ 3,949 Sales comparison approach Adjustment for differences between the comparable sales 0% - 20% [10%]
Residential real estate $ 231 Sales comparison approach Adjustment for differences between the comparable sales 0% - 7% [2%]
 
Valuation Unobservable
December 31, 2018 Fair Value Techniques Input Range
Impaired loans: (dollars in thousands)
Commercial real estate $ 1,481 Sales comparison approach Adjustment for differences between the comparable sales 6% - 9% [8%]
Residential real estate $      231 Sales comparison approach Adjustment for differences between the comparable sales 0% - 10% [5%]

32


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

As of March 31, 2019 the fair value measurements presented are consistent with Topic 820, Fair Value Measurement, in which fair value represents exit price. The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of March 31, 2019 and December 31, 2018:

    Fair Value Measurements
Quoted
Prices in
Active Significant
Markets for Other Significant
Identical Observable Unobservable
Carrying Fair Assets Inputs Inputs
      Amount       Value       (Level 1)       (Level 2)       (Level 3)
(dollars in thousands)
March 31, 2019
Financial assets:
Cash and due from banks $ 172,548 $ 172,548 $ 172,548 $ - $ -
Securities available-for-sale 516,539 516,539 1,565 505,663 9,311
Investment in restricted stocks 31,727 n/a n/a n/a n/a
Equity securities 11,564 11,564 11,564 - -
Net loans 4,935,793 4,875,420 - - 4,875,420
Derivatives 768 768 - 768 -
Accrued interest receivable 21,198 21,198 - 2,759 18,439
 
Financial liabilities:
Noninterest-bearing deposits 833,090 833,090 833,090 - -
Interest-bearing deposits 3,760,908 3,764,654 2,216,661 1,547,993 -
Borrowings 603,412 603,855 - 603,855 -
Subordinated debentures 128,638 134,962 - 134,962 -
Accrued interest payable 4,869 4,869 - 4,869 -
 
December 31, 2018
Financial assets:
Cash and due from banks $      172,366 $      172,366 $      172,366 $      - $      -
Securities available-for-sale 412,034 412,034 2,990 399,667 9,377
Investment in restricted stocks 31,136 n/a n/a n/a n/a
Equity securities 11,460 11,460 11,460 - -
Net loans 4,506,138 4,402,878 - - 4,402,878
Derivatives 1,159 1,159 - 1,159 -
Accrued interest receivable 18,214 18,214 - 2,064 16,150
 
Financial liabilities:
Noninterest-bearing deposits 768,584 768,584 768,584 - -
Interest-bearing deposits 3,323,508 3,320,640 1,957,503 1,363,137 -
Borrowings 600,001 598,598 - 598,598 -
Subordinated debentures 128,556 132,426 - 132,426 -
Accrued interest payable 6,764 6,764 - 6,764 -

33


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 7. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The fair value of commitments to originate loans is immaterial and not included in the tables above.

Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values.

Fair value estimates are based on existing balance sheet financial instruments, without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, there are certain significant assets and liabilities that are not considered financial assets or liabilities, such as deferred taxes, premises and equipment, and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Management believes that reasonable comparability between financial institutions may not be likely, due to the wide range of permitted valuation techniques and numerous estimates which must be made, given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies also introduces a greater degree of subjectivity to these estimated fair values.

Note 8. Comprehensive Income

Total comprehensive income includes all changes in equity during a period from transactions and other events and circumstances from nonowner sources. The Company’s other comprehensive income (loss) is comprised of unrealized holding gains and losses on securities available-for-sale, obligations for defined benefit pension plan, changes in fair value of derivatives and an adjustment to reflect the curtailment of the Company’s defined benefit pension plan, net of taxes.

The following table represents the reclassification out of accumulated other comprehensive (loss) income for the periods presented:

Details about Accumulated Other Amounts Reclassified from Affected Line Item in the Consolidated
Comprehensive Income Components    Accumulated Other Comprehensive Income    Statements of Income
Three Months Ended
March 31,
2019        2018
Sale of securities available-for-sale $ (8 ) $ - Net gains on sale of securities available-for-sale
Income tax expense
2 -
(6 ) -
  
Amortization of pension plan net actuarial losses $ 89 $ 91 Salaries and employee benefits
  (25 ) (25 ) Income tax benefit
64 66
Total reclassification $                         58 $                        66

34


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 8. Comprehensive Income – (continued)

Accumulated other comprehensive loss at March 31, 2019 and December 31, 2018 consisted of the following:

March 31, December 31,
      2019       2018
(dollars in thousands)
Investment securities available-for-sale, net of tax $          (1,710 ) $          (5,841 )
Cash flow hedge, net of tax 555 837
Defined benefit pension and post-retirement plans, net of tax (4,125 ) (3,785 )
Total $ (5,280 ) $ (8,789 )

Note 9. Premises and Equipment

The Company leases certain premises and equipment under operating leases. At March 31, 2019, the Company had lease liabilities totaling $16.7 million and right-of-use assets totaling $15.3 million. For the three months ended March 31, 2019, the weighted average remaining lease term for operating leases was 7.3 years and the weighted average discount rate used in the measurement of operating lease liabilities was 3.0%. Total lease costs for the three months ended March 31, 2019 was $0.8 million.

Rent expense for the three months ended March 31, 2018, prior to adoption of ASU 2016-02, was $0.5 million.

There were no sale and leaseback transactions, leveraged leases or lease transactions with related parties during the three months ended March 31, 2019.

At maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows:

March 31, 2019
      (dollars in thousands)
Lease payments due:
Less than 1 year $ 2,693
1 year through less than 2 years 2,568
2 years through less than 3 years 2,418
3 years through less than 4 years 2,129
4 years through 5 years 2,143
After 5 years 7,030
Total undiscounted cash flows 18,981
Discounted cash flows (2,262 )
Total lease liability $                16,719

35


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 10. Stock Based Compensation

The Company’s stockholders approved the 2017 Equity Compensation Plan (“the Plan”) on May 23, 2017. The Plan eliminates all remaining issuable shares under previous plans and is the only outstanding plan as of March 31, 2019. The maximum number of shares of common stock or equivalents which may be issued under the Plan, is 750,000. Grants under the Plan can be in the form of stock options (qualified or non-qualified), restricted shares, restricted share units or performance units. Shares available for grant and issuance under the Plan as of March 31, 2019 are approximately 535,300. The Company intends to issue all shares under the Plan in the form of newly issued shares.

Restricted stock, options and restricted stock units typically have a three-year vesting period starting one year after the date of grant with one-third vesting each year. The options generally expire ten years from the date of grant. Restricted stock granted to new employees and board members may be granted with shorter vesting periods. Grants of performance units typically have a cliff vesting after three years or upon a change of control. All issuances are subject to forfeiture if the recipient leaves or is terminated prior to the awards vesting. Restricted shares have the same dividend and voting rights as common stock, while options, performance units and restricted stock units do not.

All awards are issued at fair value of the underlying shares at the grant date. The Company expenses the cost of the awards, which is determined to be the fair market value of the awards at the date of grant, ratably over the vesting period. Forfeiture rates are not estimated but are handled on a case-by-case basis. Stock-based compensation expense for the three months ended March 31, 2019 and March 31, 2018 was $0.8 million and $(0.4) million, respectively.

Activity under the Company’s options as of and for the three months ended March 31, 2019 was as follows:

Weighted-
Average
Weighted- Remaining
Number of Average Contractual
Stock Exercise Term Aggregate
      Options       Price       (in years)       Intrinsic Value
Outstanding at December 31, 2018      108,463 $ 8.35
Granted - -
Exercised (21,991 ) 7.84
Forfeited/cancelled/expired - -
Outstanding at March 31, 2019 86,472 8.48 2.9 $ 970,370
   
Exercisable at March 31, 2019 86,472 $ 8.48 2.9 $ 970,370

The aggregate intrinsic value of outstanding and exercisable options above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on March 31, 2019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on March 31, 2019. This amount changes based on the fair market value of the Company’s stock.

Activity under the Company’s restricted shares for the three months ended March 31, 2019 was as follows:

Weighted-
Average
Nonvested Grant Date
      Shares       Fair Value
Nonvested at December 31, 2018 68,428 $ 23.04
Granted 42,483 19.88
Vested        (46,352 )        21.98
Forfeited/cancelled/expired - -
Nonvested March 31, 2019 64,559 $ 21.77

As of March 31, 2019, there was approximately $1,340,000 of total unrecognized compensation cost related to nonvested restricted shares granted. The cost is expected to be recognized over a weighted average period of 1.5 years. A total of 42,483 restricted shares were granted during the quarter ended March 31, 2019.

36


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 10. Stock Based Compensation

A summary of the status of unearned performance unit awards and the change during the period is presented in the table below:

Weighted
Average Grant
Units Units Date Fair
      (expected)       (maximum)       Value
Unearned at December 31, 2018 86,009 $ 22.06
Awarded 35,636 20.79
Change in estimate 11,005 17.02
Vested       (52,508 ) 21.26
Unearned at March 31, 2019 80,142       120,213 $ 23.98

At March 31, 2019, the specific number of shares related to performance units that were expected to vest was 80,142, determined by actual performance in consideration of the established range of the performance targets, which is consistent with the level of expense currently being recognized over the vesting period. Should this expectation change, additional compensation expense could be recorded in future periods or previously recognized expense could be reversed. At March 31, 2019 the maximum amount of performance units that ultimately could vest if performance targets were exceeded is 120,213. A total of 25,991 shares were netted from the vested shares to satisfy tax obligations. The net issuance of performance units issued during the three months ended March 31, 2019 were 26,517 shares.

At March 31, 2019, compensation cost of approximately $1.4 million related to non-vested performance units not yet recognized is expected to be recognized over a weighted-average period of 1.8 years. A total of 35,636 performance units were awarded during the three months ended March 31, 2019.

A summary of the status of unearned restricted stock units and the change during the period is presented in the table below:

Weighted
Average Grant
Units Date Fair
      (expected)       Value
Unearned at December 31, 2018 29,423 $ 31.35
Awarded 53,454 20.79
Forfeited - -
Vested (9,808 ) 21.28
Unearned at March 31, 2019         73,069 $         23.62

At March 31, 2019, the specific number of shares related to restricted stock units that were expected to vest was approximately 73,069. Any forfeitures would result in previously recognized expense being reversed. A portion of the shares that vest will be netted out to satisfy the tax obligations of the recipient. During the three months ended March 31, 2019 a total of 4,904 shares were netted out to satisfy tax obligations, resulting in net issuance of 4,904 shares.

At March 31, 2019, compensation cost of approximately $1.7 million related to non-vested restricted stock units, not yet recognized, is expected to be recognized over a weighted-average period of 1.8 years. A total of 53,454 restricted stock units were awarded during the quarter ended March 31, 2019.

37


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 11. Components of Net Periodic Pension Cost

The Company maintained a non-contributory defined benefit pension plan for substantially all of its employees until June 30, 2007, at which time the Company froze the plan. The following table sets forth the net periodic pension cost of the Company’s pension plan for the periods indicated.

Three Months Ended Affected Line Item in the Consolidated
March 31, Statements of Income
      2019       2018      
(dollars in thousands)
Service cost $ - $ -
Interest cost 113 107 Other components of net periodic pension expense
  
Expected return on plan assets (174 ) (191 ) Other components of net periodic pension expense
Net amortization 89 91 Other components of net periodic pension expense
Total periodic pension cost $ 28 $ 7

Contributions

The Company did not make a contribution to the Pension Trust during the three months ended March 31, 2019. The Company does not plan on contributing amounts to the Pension Trust for the remainder of 2019. The trust is established to provide retirement and other benefits for eligible employees and their beneficiaries. No part of the trust assets may be applied to any purpose other than providing benefits under the plan and for defraying expenses of administering the plan and the trust.

38


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 12. FHLB Borrowings

The Company’s FHLB borrowings and weighted average interest rates are summarized below:

March 31, 2019 December 31, 2018
      Amount       Rate       Amount       Rate
(dollars in thousands)
Total FHLB borrowings $      603,412      2.60 % $      600,001      2.59 %
 
By remaining period to maturity:
Less than 1 year $ 439,159 2.58 % $ 405,000 2.57 %
1 year through less than 2 years 81,000 2.85 % 110,000 2.75 %
2 years through less than 3 years 46,000 2.15 % 60,000 2.27 %
3 years through less than 4 years 9,804 2.48 % - -
4 years through 5 years 25,000 2.92 % 25,000 2.92 %
After 5 years 2,926 2.43 % - -
Total FHLB borrowings 603,889 2.60 % 600,000 2.59 %
Fair value (discount) premium (477 ) 1
FHLB borrowings, net $ 603,412 $ 600,001

The FHLB borrowings are secured by pledges of certain collateral including, but not limited to, U.S. government and agency mortgage-backed securities and a blanket assignment of qualifying first lien mortgage loans, consisting of both residential mortgages and commercial real estate loans.

Advances are payable at stated maturity, with a prepayment penalty for fixed rate advances. All FHLB advances are fixed rates. The advances at March 31, 2019 were primarily collateralized by approximately $1.9 billion of commercial mortgage loans, net of required over collateralization amounts, under a blanket lien arrangement. At March 31, 2019 the Company had remaining borrowing capacity of approximately $1.0 billion at FHLB.

Note 13. Revenue Recognition

Effective January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, "ASC 606”), which (i) creates a single framework for recognizing revenue from contracts with customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets, such as OREO. The majority of the Company’s revenues come from interest income and other sources, including loans, leases, securities, and derivatives that are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented within noninterest income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the scope of ASC 606 include deposit service charges on deposits, interchange income, and the sale of OREO.

The Company, using a modified retrospective transition approach, determined that there will be no cumulative effect adjustment to retained earnings as a result of adopting the new standard, nor will the standard have a material impact on our consolidated financial statements including the timing or amounts of revenue recognized.

39


CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 13. Revenue Recognition – (continued)

All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized within noninterest income. The following table presents the Company’s sources of noninterest income for the three months ended March 31, 2019 and 2018. Items outside of ASC 606 are noted as such.

Three Months Three Months
Ended Ended
March 31, March 31,
      2019       2018
(dollars in thousands)
Noninterest income
Service charges on deposits
Overdraft fees $      274 $               202
Other 180 155
Interchange income 156 143
Net gains on sales of loans (1) 19 17
Net gains (losses) on equity securities (1) 103 (120 )
Net gains on sale of securities available-for-sale (1) 8 -
Wire transfer fees (1) 117 72
Loan servicing fees (1) 32 23