UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q 

(Mark One)ma

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

For the Quarterly Period Ended June 30, 2023

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 Incorporation or Organization)	(IRS Employer 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)

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
Depositary Shares (each representing a 1/40th interest in a share of 5.25% Series A Non-Cumulative, perpetual preferred stock)	CNOBP	NASDAQ

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 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  ☐  Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 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 ☒

            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:	38,938,113 shares
(Title of Class)	(Outstanding as of August 4, 2023)

Table of Contents

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Statements of Condition as of June 30, 2023 (unaudited) and December 31, 2022	3
	Consolidated Statements of Income for the three and six months ended June 30, 2023 and 2022 (unaudited)	4
	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022 (unaudited)	5
	Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 (unaudited)	6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	8
	Notes to Consolidated Financial Statements (unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3.	Qualitative and Quantitative Disclosures about Market Risks	55
Item 4.	Controls and Procedures	56
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	57
Item 1a.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
SIGNATURES		60

2

Item 1. Financial Statements

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION

(unaudited)

(in thousands, except for share data)	June 30,			December 31,
	2023			2022
ASSETS
Cash and due from banks	$	56,286		$	61,629
Interest-bearing deposits with banks		263,638			206,686
Cash and cash equivalents		319,924			268,315
Investment securities		612,819			634,884
Equity securities		17,950			15,811
Loans held-for-sale		1,089			13,772
Loans receivable		8,148,540			8,099,689
Less: Allowance for credit losses - loans		89,205			90,513
Net loans receivable		8,059,335			8,009,176
Investment in restricted stock, at cost		46,688			46,604
Bank premises and equipment, net		29,093			27,800
Accrued interest receivable		46,237			46,062
Bank owned life insurance		234,412			231,328
Right of use operating lease assets		8,874			10,179
Other real estate owned		-			264
Goodwill		208,372			208,372
Core deposit intangibles		6,569			7,312
Other assets		132,601			125,069
Total assets	$	9,723,963		$	9,644,948
LIABILITIES
Deposits:
Noninterest-bearing	$	1,356,293		$	1,501,614
Interest-bearing		6,182,004			5,855,008
Total deposits		7,538,297			7,356,622
Borrowings		827,601			857,622
Subordinated debentures, net		79,187			153,255
Operating lease liabilities		10,007			11,397
Other liabilities		69,474			87,301
Total liabilities		8,524,566			8,466,197
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred Stock, no par value; $1,000 per share liquidation preference; Authorized 5,000,000 shares; issued 115,000 shares as of June 30, 2023 and as of December 31, 2022; outstanding 115,000 shares as of June 30, 2023 and as of December 31, 2022		110,927			110,927
Common stock, no par value: Authorized 100,000,000 shares; issued 42,120,841 shares as of June 30, 2023 and 41,942,149 shares as of December 31, 2022; outstanding 38,936,652 shares as of June 30, 2023 and 39,243,123 as of December 31, 2022		586,946			586,946
Additional paid-in capital		30,740			30,126
Retained earnings		566,498			535,915
Treasury stock, at cost 3,184,189 common shares as of June 30, 2023 and 2,699,026 as of December 31, 2022		(61,877	)		(52,799	)
Accumulated other comprehensive loss		(33,837	)		(32,364	)
Total stockholders’ equity		1,199,397			1,178,751
Total liabilities and stockholders’ equity	$	9,723,963		$	9,644,948

See accompanying notes to unaudited consolidated financial statements.

3

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
(dollars in thousands, except for per share data)
Interest income
Interest and fees on loans	$	111,048		$	81,285		$	217,951		$	157,310
Interest and dividends on investment securities:
Taxable		4,029			2,551			8,258			4,424
Tax-exempt		1,247			916			2,339			1,625
Dividends		945			291			1,843			505
Interest on federal funds sold and other short-term investments		4,056			313			7,031			433
Total interest income		121,325			85,356			237,422			164,297
Interest expense
Deposits		50,714			5,709			90,801			10,719
Borrowings		6,768			4,056			15,694			7,629
Total interest expense		57,482			9,765			106,495			18,348
Net interest income		63,843			75,591			130,927			145,949
Provision for credit losses		3,000			3,000			4,000			4,450
Net interest income after provision for credit losses		60,843			72,591			126,927			141,499
Noninterest income
Deposit, loan and other income		1,545			1,866			2,948			3,609
Income on bank owned life insurance		1,553			1,342			3,084			2,548
Net gains on sale of loans held-for-sale		550			556			599			1,257
Net losses on equity securities		(210	)		(405	)		(401	)		(1,001	)
Total noninterest income		3,438			3,359			6,230			6,413
Noninterest expenses
Salaries and employee benefits		21,751			19,662			44,013			38,445
Occupancy and equipment		2,677			2,733			5,438			4,662
FDIC insurance		1,715			725			2,665			1,331
Professional and consulting		1,932			2,124			4,126			3,916
Marketing and advertising		556			426			1,088			777
Information technology and communications		3,644			2,801			6,705			5,667
Amortization of core deposit intangibles		371			434			743			867
Other components of net periodic pension expense		(25	)		(143	)		(51	)		(286	)
Increase in value of acquisition price		-			833			-			1,516
Other expenses		2,829			2,108			5,593			4,038
Total noninterest expenses		35,450			31,703			70,320			60,933
Income before income tax expense		28,831			44,247			62,837			86,979
Income tax expense		7,437			11,889			16,514			23,240
Net income		21,394			32,358			46,323			63,739
Preferred dividends		1,509			1,509			3,018			3,018
Net income available to common stockholders	$	19,885		$	30,849		$	43,305		$	60,721
Earnings per common share
Basic	$	0.51		$	0.78		$	1.11		$	1.54
Diluted		0.51			0.78			1.10			1.53

See accompanying notes to unaudited consolidated financial statements.

4

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(dollars in thousands)	2023			2022			2023			2022
Net income	$	21,394		$	32,358		$	46,323		$	63,739
Other comprehensive income (loss):
Unrealized holding losses on available-for-sale securities arising during the period		(10,303	)		(23,891	)		(3,775	)		(54,516	)
Tax effect		2,955			7,616			910			15,755
Net of tax		(7,348	)		(16,275	)		(2,865	)		(38,761	)
Unrealized gains on cash flow hedges		14,425			8,284			10,064			27,284
Tax effect		(4,340	)		(2,946	)		(3,028	)		(8,287	)
Net of tax		10,085			5,338			7,036			18,997
Reclassification adjustment for realized (gains) losses on cash flow hedges		(3,953	)		129			(8,220	)		654
Tax effect		1,189			(37	)		2,473			(184	)
Net of tax		(2,764	)		92			(5,747	)		470
Unrealized gains on pension plan		-			-			-			2,187
Tax effect		-			-			-			(615	)
Net of tax		-			-			-			1,572
Reclassification adjustment for realized losses on pension plan included in net income		74			16			148			32
Tax effect		(22	)		(5	)		(45	)		(9	)
Net of tax		52			11			103			23
Total other comprehensive income (loss)		25			(10,834	)		(1,473	)		(17,699	)
Total comprehensive income	$	21,419		$	21,524		$	44,850		$	46,040

See accompanying notes to unaudited consolidated financial statements.

5

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30, 2023
														Accumulated
					Additional									Other			Total
	Preferred		Common		Paid-In			Retained			Treasury			Comprehensive			Stockholders’
(in thousands, except share data)	Stock		Stock		Capital			Earnings			Stock			(Loss) Income			Equity
Balance as of March 31, 2023	$	110,927	$	586,946	$	31,350		$	553,261		$	(57,652	)	$	(33,862	)	$	1,190,970
Net income		-		-		-			21,394			-			-			21,394
Other comprehensive loss, net of tax		-		-		-			-			-			25			25
Cash dividends paid on preferred stock ($0.328125 per depositary share)		-		-		-			(1,509	)		-			-			(1,509	)
Cash dividends paid on common stock ($0.17 per share)		-		-		-			(6,648	)		-			-			(6,648	)
Exercise of stock options (269 shares)		-		-		4			-			-			-			4
Restricted stock grants, net of forfeitures (37,332 shares)		-		-		-			-			-			-			-
Share redemption for tax withholdings on performance units and deferred stock units earned		-		-		(1,836	)		-			-			-			(1,836	)
Repurchase of treasury stock (270,000 shares)		-		-		-			-			(4,225	)		-			(4,225	)
Stock-based compensation expense		-		-		1,222			-			-			-			1,222
Balance as of June 30, 2023	$	110,927	$	586,946	$	30,740		$	566,498		$	(61,877	)	$	(33,837	)	$	1,199,397

	Three Months Ended June 30, 2022
														Accumulated
					Additional									Other			Total
	Preferred		Common		Paid-In			Retained			Treasury			Comprehensive			Stockholders’
(in thousands, except share data)	Stock		Stock		Capital			Earnings			Stock			(Loss) Income			Equity
Balance as of March 31, 2022	$	110,927	$	586,946	$	28,484		$	464,889		$	(44,458	)	$	(8,269	)	$	1,138,519
Net income		-		-		-			32,358			-			-			32,358
Other comprehensive loss, net of tax		-		-		-			-			-			(10,834	)		(10,834	)
Cash dividends declared on preferred stock ($0.328125 per depositary share)									(1,509	)								(1,509	)
Cash dividends declared on common stock ($0.155 per share)		-		-		-			(6,098	)		-			-			(6,098	)
Exercise of stock options (6,312 shares)		-		-		33			-			-			-			33
Restricted stock grants, net of forfeitures (20,715 shares)		-		-		-			-			-			-			-
Share redemption for tax withholdings on performance units and deferred stock units earned		-		-		(2,133	)		-			-			-			(2,133	)
Repurchase of treasury stock (302,315 shares)		-		-		-			-			(8,341	)		-			(8,341	)
Stock-based compensation expense		-		-		1,152			-			-			-			1,152
Balance as of June 30, 2022	$	110,927	$	586,946	$	27,536		$	489,640		$	(52,799	)	$	(19,103	)	$	1,143,147

6

(continued)

	Six Months Ended June 30, 2023
														Accumulated
					Additional									Other			Total
	Preferred		Common		Paid-In			Retained			Treasury			Comprehensive			Stockholders’
(in thousands, except share data)	Stock		Stock		Capital			Earnings			Stock			(Loss) Income			Equity
Balance as of December 31, 2022	$	110,927	$	586,946	$	30,126		$	535,915		$	(52,799	)	$	(32,364	)	$	1,178,751
Net income		-		-		-			46,323			-			-			46,323
Other comprehensive loss, net of tax		-		-		-			-			-			(1,473	)		(1,473	)
Cash dividends paid on preferred stock ($0.65625 per depositary share)		-		-		-			(3,018	)		-			-			(3,018	)
Cash dividends paid on common stock ($0.34 per share)		-		-		-			(12,722	)		-			-			(12,722	)
Exercise of stock options (6,742 shares)		-		-		85			-			-			-			85
Restricted stock grants, net of forfeitures (86,534 shares)		-		-		-			-			-			-			-
Stock grants (995 shares)		-		-		-			-			-			-			-
Net shares issued in satisfaction of deferred stock units earned (32,068 shares)		-		-		-			-			-			-			-
Net shares issued in satisfaction performance units earned (52,353 shares)		-		-		-			-			-			-			-
Share redemption for tax withholdings on performance units and deferred stock units earned		-		-		(1,836	)		-			-			-			(1,836	)
Repurchase of treasury stock (485,163 shares)		-		-		-			-			(9,078	)		-			(9,078	)
Stock-based compensation expense		-		-		2,365			-			-			-			2,365
Balance as of June 30, 2023	$	110,927	$	586,946	$	30,740		$	566,498		$	(61,877	)	$	(33,837	)	$	1,199,397

	Six Months Ended June 30, 2022
														Accumulated
					Additional									Other			Total
	Preferred		Common		Paid-In			Retained			Treasury			Comprehensive			Stockholders’
(in thousands, except share data)	Stock		Stock		Capital			Earnings			Stock			(Loss) Income			Equity
Balance as of December 31, 2021	$	110,927	$	586,946	$	27,246		$	440,169		$	(39,672	)	$	(1,404	)	$	1,124,212
Net income		-		-		-			63,739			-			-			63,739
Other comprehensive loss, net of tax		-		-		-			-			-			(17,699	)		(17,699	)
Cash dividends declared on preferred stock ($0.65625 per depositary share)									(3,018	)								(3,018	)
Cash dividends declared on common stock ($0.285 per share)		-		-		-			(11,250	)		-			-			(11,250	)
Exercise of stock options (15,086 shares)		-		-		124			-			-			-			124
Restricted stock grants, net of forfeitures (53,169 shares)		-		-		-			-			-			-			-
Stock grants (153 shares)		-		-		-			-			-			-			-
Net shares issued in satisfaction of restricted stock units earned (31,383 shares)		-		-		-			-			-			-			-
Net shares issued in satisfaction of performance units earned (22,350 shares)		-		-		-			-			-			-			-
Share redemption for tax withholdings on performance units and deferred stock units earned		-		-		(2,133	)		-			-			-			(2,133	)
Repurchase of treasury stock (447,108 shares)		-		-		-			-			(13,127	)		-			(13,127	)
Stock-based compensation expense		-		-		2,299			-			-			-			2,299
Balance as of June 30, 2022	$	110,927	$	586,946	$	27,536		$	489,640		$	(52,799	)	$	(19,103	)	$	1,143,147

See accompanying notes to unaudited consolidated financial statements.

7

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended
	June 30,
(dollars in thousands)	2023			2022
Cash flows from operating activities
Net income	$	46,323		$	63,739
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment		2,211			1,942
Provision for credit losses		4,000			4,450
Amortization of intangibles		743			867
Net accretion of loans		(1,248	)		(1,689	)
Accretion on bank premises		(24	)		(24	)
Accretion on deposits		(177	)		(518	)
Amortization on borrowings, net		11			14
Stock-based compensation		2,365			2,299
Losses on equity securities, net		401			1,001
Gains on sale of loans held-for-sale, net		(599	)		(1,257	)
Loans originated for resale		(10,084	)		(14,795	)
Proceeds from sale of loans held-for-sale		18,382			16,302
Gain on sale of other real estate owned		22			-
Increase in cash surrender value of bank owned life insurance		(3,084	)		(2,548	)
Amortization of premium and accretion of discounts on securities available-for-sale		565			1,481
Amortization of subordinated debentures issuance costs		932			152
Increase in accrued interest receivable		(175	)		(463	)
Net change in operating leases		(85	)		(93	)
Increase in other assets		(5,378	)		(4,024	)
(Decrease) increase in other liabilities		(17,463	)		4,131
Net cash provided by operating activities		37,638			70,967
Cash flows from investing activities
Investment securities available-for-sale:
Purchases		(14,678	)		(296,254	)
Maturities, calls and principal repayments		32,403			98,824
Purchase of equity securities		(2,540	)		(3,200	)
Net redemptions of restricted investment in bank stocks		(84	)		(19,461	)
Payments on loans held-for-sale		25			2,390
Net increase in loans		(48,168	)		(450,723	)
Purchase of bank owned life insurance		-			(30,000	)
Purchases of premises and equipment		(3,480	)		(1,276	)
Proceeds from sale of OREO		242			-
Net cash used in investing activities		(36,280	)		(699,700	)
Cash flows from financing activities
Net increase in deposits		181,852			285,164
Advances of Federal Home Loan Bank (“FHLB”) borrowings		1,377,000			1,450,181
Repayments of subordinated debt		(75,000	)		-
Repayments of borrowings		(1,407,032	)		(1,043,424	)
Cash dividends on preferred stock		(3,018	)		(3,018	)
Cash dividends paid on common stock		(12,722	)		(13,127	)
Repurchase of treasury stock		(9,078	)		(11,250	)
Proceeds from exercise of stock options		85			124
Share redemption for tax withholdings on performance units and deferred stock units earned		(1,836	)		(2,133	)
Net cash provided by financing activities		50,251			662,517
Net change in cash and cash equivalents		51,609			33,784
Cash and cash equivalents at beginning of period		268,315			265,536
Cash and cash equivalents at end of period	$	319,924		$	299,320

8

(continued)

Supplemental disclosures of cash flow information
Cash payments for:
Interest paid on deposits and borrowings	$	104,572	$	18,117
Income taxes		18,655		20,832

Supplemental disclosures of noncash activities
Investing:
Transfer of loans held-for-investment to other real estate owned	$	-	$	316
Transfer of loans from held-for-sale to held-for-investment		16,156		-
Transfer of loans from held-for-investment to held-for-sale		11,197		5,572

See accompanying notes to unaudited consolidated financial statements.

9

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1a.   Nature of Operations, Principles of Consolidation and Risk and Uncertainties

Nature of Operations

ConnectOne Bancorp, Inc. (the “Parent Corporation”) is incorporated under the laws of the State of New Jersey and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”). 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 direct and indirect 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), NJCB Spec-1, LLC (a New Jersey limited liability company), Port Jervis Holdings, LLC (a New Jersey limited liability company), BONJ Special Properties, LLC (a New Jersey limited liability company) and BoeFly, Inc. (a New Jersey financial technology 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-four 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 borrowers’ business, real estate rental and consumer wages.

Basis of Presentation and Principals of Consolidation

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. The consolidated financial statements of the Parent Corporation are prepared on an accrual basis and include the accounts of the Parent Corporation and the Company. All significant intercompany accounts and transactions have been eliminated from the accompanying consolidated financial statements.

Segments

FASB ASC 28, “Segment Reporting,” requires companies to report certain information about operating segments. The Company is managed as one segment: a community bank. All decisions including but not limited to loan growth, deposit funding, interest rate risk, credit risk and pricing are determined after assessing the effect on the totality of the organization. For example, loan growth is dependent on the ability of the organization to fund this growth through deposits or other borrowings. As a result, the Company is managed as one operating segment.

Use of Estimates

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.

10

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Risks and Uncertainties

The United States economy is currently experiencing a level of price inflation not experienced since the late 1970’s and early 1980’s. It is therefore difficult to predict the response of consumers and businesses to this level of inflation, and its impact on the economy. In addition, in order to attempt to control and reduce the level of inflation, the Federal Reserve has embarked on a series of interest rate increases along with quantitative tightening to further constrict economic conditions. It is unclear whether the Federal Reserve’s efforts will be successful, and what impact they may have on the United States’ economy. It is possible that the combined effects of inflation and increases in market interest rates could cause the economy of the United States to enter a recession, which could negatively affect the businesses of our borrowers and their ability to repay their loans or need credit, which could negatively affect our results of operations.  

11

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1b. Authoritative Accounting Guidance

Adoption of New Accounting Standards in 2023

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, “Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings (“TDRs”) in ASC 310-40, “Receivables - Troubled Debt Restructurings by Creditors” for entities that have adopted the current expected credit loss (“CECL”) model introduced by ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13”). ASU 2022-02 also requires that public business entities disclose current-period gross charge-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, “Financial Instruments—Credit Losses—Measured at Amortized Cost”. ASU 2022-02 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2022-02 on January 1, 2023 and it did not have a material effect on the Company’s consolidated financial statements.

Newly Issued, But Not Yet Effective Accounting Standards

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.  ASU 2022-03 is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the effect that ASU 2022-03 will have on its consolidated financial statements.

12

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 2.  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 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						Six Months Ended
	June 30,						June 30,
(dollars in thousands, except for per share data)	2023			2022			2023			2022
Net income available to common stockholders	$	19,885		$	30,849		$	43,305		$	60,721
Earnings allocated to participating securities		(53	)		(70	)		(98	)		(150	)
Income attributable to common stock	$	19,832		$	30,779		$	43,207		$	60,571
Weighted average common shares outstanding, including participating securities		39,078			39,379			39,127			39,469
Weighted average participating securities		(104	)		(89	)		(88	)		(98	)
Weighted average common shares outstanding		38,974			39,290			39,039			39,371
Incremental shares from assumed conversions of options, performance units and restricted shares		43			176			135			225
Weighted average common and equivalent shares outstanding		39,017			39,466			39,174			39,596
Earnings per common share:
Basic	$	0.51		$	0.78		$	1.11		$	1.54
Diluted		0.51			0.78			1.10			1.53

There were no antidilutive share equivalents during the six months ended June 30, 2023 and  June 30, 2022.

13

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 3.  Investment Securities

All of the Company’s investment securities are classified as available-for-sale as of June 30, 2023 and December 31, 2022. Investment 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 June 30, 2023 and December 31, 2022. 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 6 of the Notes to Consolidated Financial Statements for further discussion.

The following tables present information related to the Company’s portfolio of securities available-for-sale as of June 30, 2023 and December 31, 2022.

										Allowance
										for
			Gross		Gross					Investment
	Amortized		Unrealized		Unrealized			Fair		Credit
	Cost		Gains		Losses			Value		Losses
	(dollars in thousands)
June 30, 2023
Investment securities available-for-sale:
Federal agency obligations	$	54,102	$	-	$	(10,949	)	$	43,153	$	-
Residential mortgage pass-through securities		465,856		80		(56,810	)		409,126		-
Commercial mortgage pass-through securities		25,364		-		(4,154	)		21,210		-
Obligations of U.S. states and political subdivisions		152,614		109		(18,884	)		133,839		-
Corporate bonds and notes		4,000		-		(41	)		3,959		-
Asset-backed securities		1,422		-		(41	)		1,381		-
Other securities		151		-		-			151		-
Total securities available-for-sale	$	703,509	$	189	$	(90,879	)	$	612,819	$	-
December 31, 2022
Investment securities available-for-sale:
Federal agency obligations	$	54,889	$	-	$	(10,439	)	$	44,450	$	-
Residential mortgage pass-through securities		475,263		178		(57,863	)		417,578		-
Commercial mortgage pass-through securities		25,485		-		(4,381	)		21,104		-
Obligations of U.S. states and political subdivisions		157,247		111		(14,462	)		142,896		-
Corporate bonds and notes		7,000		-		(26	)		6,974		-
Asset-backed securities		1,673		-		(33	)		1,640		-
Other securities		242		-		-			242		-
Total securities available-for-sale	$	721,799	$	289	$	(87,204	)	$	634,884	$	-

14

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 3.  Investment Securities – (continued)

Investment securities having a carrying value of approximately $354.8 million and $157.0 million as of June 30, 2023 and December 31, 2022, respectively, were pledged to secure public deposits, borrowings, repurchase agreements, access to unutilized Federal Reserve Discount Window, Bank Term Funding ("BTF") program borrowings, and access to unutilized Federal Home Loan Bank advances and for other purposes required or permitted by law. As of June 30, 2023 and December 31, 2022, 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.

The following table presents information for investments in securities available-for-sale as of June 30, 2023, 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.

	June 30, 2023
	Amortized		Fair
	Cost		Value
	(dollars in thousands)
Investment securities available-for-sale:
Due in one year or less	$	2,000	$	2,000
Due after one year through five years		4,388		4,339
Due after five years through ten years		2,574		2,558
Due after ten years		203,176		173,435
Residential mortgage pass-through securities		465,856		409,126
Commercial mortgage pass-through securities		25,364		21,210
Other securities		151		151
Total securities available-for-sale	$	703,509	$	612,819

There were no realized gains or losses on securities during the six months ended June 30, 2023 and June 30, 2022.

15

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 3.  Investment Securities – (continued)

Impairment Analysis of Available--for-sale Debt Securities

The following tables indicate securities in an unrealized loss position for which an allowance for credit losses (“ACL”) has not been recorded, aggregated by investment category and by the length of continuous time individual securities have been in an unrealized loss position as of June 30, 2023 and December 31, 2022.

	June 30, 2023
	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 obligations	$	43,154	$	(10,949	)	$	4,565	$	(347	)	$	38,589	$	(10,602	)
Residential mortgage pass-through securities		395,195		(56,810	)		130,196		(5,818	)		264,999		(50,992	)
Commercial mortgage pass-through securities		21,210		(4,154	)		-		-			21,210		(4,154	)
Obligations of U.S. states and political subdivisions		116,310		(18,884	)		22,408		(1,320	)		93,902		(17,564	)
Corporate bonds and notes		1,959		(41	)		1,959		(41	)		-		-
Asset-backed securities		1,381		(41	)		381		(17	)		1,000		(24	)
Total temporarily impaired securities	$	579,209	$	(90,879	)	$	159,509	$	(7,543	)	$	419,700	$	(83,336	)

	December 31, 2022
	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 obligations	$	44,451	$	(10,439	)	$	20,517	$	(1,831	)	$	23,934	$	(8,608	)
Residential mortgage pass-through securities		403,039		(57,863	)		218,918		(13,869	)		184,121		(43,994	)
Commercial mortgage pass-through securities		21,105		(4,381	)		14,523		(2,304	)		6,582		(2,077	)
Obligations of U.S. states and political subdivisions		133,265		(14,462	)		47,446		(3,404	)		85,819		(11,058	)
Corporate bonds and notes		4,973		(26	)		4,973		(26	)		-		-
Asset-backed securities		1,640		(33	)		1,048		(16	)		592		(17	)
Total temporarily impaired securities	$	608,473	$	(87,204	)	$	307,425	$	(21,450	)	$	301,048	$	(65,754	)

16

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 3.  Investment Securities – (continued)

The Company has elected to exclude accrued interest from the amortized cost of its investment securities available-for-sale. Accrued interest receivable for investment securities available-for-sale as of June 30, 2023 and December 31, 2022, totaled $2.3 million and $2.4 million, respectively.

The Company evaluates securities in an unrealized loss position for impairment related to credit losses on at least a quarterly basis. Securities in unrealized loss positions are first assessed as to whether we intend to sell, or if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If one of the criteria is met, the security’s amortized cost basis is written down to fair value through current earnings. For securities that do not meet these criteria, the Company evaluates whether the decline in fair value resulted from credit losses or other factors. If this assessment indicates that a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Unrealized losses on asset backed securities and state and municipal securities have not been recognized into income because the issuers are of high credit quality and we do not intend to sell and it is likely that we will not be required to sell the securities prior to their anticipated recovery. The decline in fair value is largely due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the securities. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes. No allowance for credit losses for available-for-sale securities was recorded as of June 30, 2023.

Federal agency obligations, residential mortgage-backed pass-through securities and commercial mortgage-backed pass-through securities are issued by U.S. Government agencies and U.S. Government sponsored enterprises. Although a government guarantee exists on these investments, these entities are not legally backed by the full faith and credit of the federal government, and the current support they receive is subject to a cap as part of the agreement entered into in 2008. Nonetheless, at this time we do not foresee any set of circumstances in which the government would not fund its commitments on these investments as the issuers are an integral part of the U.S. housing market in providing liquidity and stability. Therefore, we concluded that a zero-allowance approach for these investment securities is appropriate.

Note 4. Derivatives

As part of our overall asset liability management strategy the Company uses derivative instruments, which can include interest rate swaps, collars, caps, and floors.  The notional amount 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 agreements. Derivative instruments are recognized on the balance sheet at their fair value and are not reported on a net basis.

Derivatives Designated as Hedges

Subsequent changes in fair value for a hedging instrument that has been designated and qualifies as part of a hedging relationship are accounted for in the following manner:

1) Cash flow hedges: changes in fair value are recognized as a component in other comprehensive income

2) Fair value hedges: changes in fair value are recognized concurrently in earnings

As long as a hedging instrument is designated and the results of the effectiveness testing support that the instrument qualifies for hedge accounting treatment, 100% of the periodic changes in fair value of the hedging instrument are accounted for as outlined above. This is the case whether or not economic mismatches exist in the hedging relationship. As a result, there is no periodic measurement or recognition of ineffectiveness. Rather, the full impact of hedge gains and losses is recognized in the period in which the hedged transactions impact earnings. The change in fair value of the hedging instrument that is included in the assessment of hedge effectiveness is presented in the same income statement line item that is used to present the earnings effect of the hedged item.

17

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 4. Derivatives – (continued)

Cash Flow Hedges

The Company entered into eleven pay fixed-rate interest rate swaps, with a total notional amount of $500 million, all of which were entered into in 2021 and 2022. These are designated as cash flow hedges of current, Federal Home Loan Bank advances. We are required to pay fixed rates of interest ranging from 0.63% to 3.41% and receive variable rates of interest that reset quarterly based on the daily compounding secured overnight financing rate (“SOFR”).  The eleven swaps carry expiration dates ranging from December 2025 to March 2028. The swaps are determined to be fully effective during the period presented and therefore no amount of ineffectiveness has been included in net income. Therefore, the aggregate fair value of the swap 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. 

The Company previously entered into one forward starting interest rate cap spread transaction, with a total notional amount of $150 million, which became effective on October 1, 2022 and matures in October of 2027 and one additional interest rate cap spread transaction, with a total notional amount of $75 million, which became effective in November 2022 and matures in November of 2027. These are designated as cash flow hedges of brokered certificates of deposits, and the interest rate cap spread is indexed to a benchmark of fed funds with payment required on a monthly basis. The structure of these instruments is such that the Company entered into a total of $225 million in notional amount of sold interest rate cap agreements, in which we are required to pay the counterparty an incremental amount if the index rate exceeds a set cap rate. Simultaneously, the Company purchased a total of $225 million notional amount of interest rate cap agreements in which we receive an incremental amount if the index rate is above a set cap rate.  No payments are required if the index rate is at, or below, the cap rate on the sold or purchased interest rate cap agreements.

Net interest (income) expense recorded on these swap and interest rate cap transactions totaled approximately ($5.0) million and ($9.3) million during the three and six months ended June 30, 2023, respectively, compared to $0.1 million and $0.7 million for the three and six months ended  June 30, 2022, respectively, and is recorded as a component of either interest expense on FHLB advances or brokered certificates of deposits.

18

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 4. Derivatives – (continued)

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

	Six Months Ended June 30, 2023
	Amount of gain (loss) recognized in OCI (Effective Portion)		Amount of (gain) loss reclassified from OCI to interest expense			Amount of gain recognized in other Noninterest income (Ineffective Portion)
	(dollars in thousands)
Interest rate contracts	$	10,064	$	(8,221	)	$	-

	Six Months Ended June 30, 2022
	Amount of gain (loss) recognized in OCI (Effective Portion)		Amount of (gain) loss reclassified from OCI to interest expense		Amount of gain recognized in other Noninterest income (Ineffective Portion)
	(dollars in thousands)
Interest rate contracts	$	27,284	$	654	$	-

The following table reflects the cash flow hedges included in the consolidated statements of condition as of June 30, 2023 and December 31, 2022:

	June 30, 2023				December 31, 2022
	Notional Amount		Fair Value		Notional Amount		Fair Value
			(dollars in thousands)
Interest rate contracts	$	950,000	$	57,545	$	950,000	$	56,797

19

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5. Loans and the Allowance for Credit Losses

Loans Receivable – The following table sets forth the composition of the Company’s loan portfolio segments, including net deferred loan fees, as of June 30, 2023 and December 31, 2022:

	June 30, 2023			December 31, 2022
	(dollars in thousands)
Commercial	$	1,472,795		$	1,472,734
Commercial real estate		5,831,382			5,795,228
Commercial construction		596,219			574,139
Residential real estate		254,405			264,748
Consumer		1,416			2,312
Gross loans		8,156,217			8,109,161
Net deferred loan fees		(7,677	)		(9,472	)
Total loans receivable	$	8,148,540		$	8,099,689

As of   June 30, 2023 and December 31, 2022, loans totaling approximately $5.5 billion and $2.7 billion, respectively, were pledged to secure borrowings from the FHLB of New York and the Federal Reserve Bank of New York. 

Loans held-for-sale - The following table sets forth the composition of the Company’s loans held-for-sale as of June 30, 2023 and December 31, 2022:

	June 30, 2023		December 31, 2022
	(dollars in thousands)
Commercial real estate	$	-	$	13,473
Residential real estate		1,089		299
Total carrying amount	$	1,089	$	13,772

Loans Receivable on Nonaccrual Status - The following tables present nonaccrual loans with an ACL and nonaccrual loans without an ACL as of June 30, 2023 and December 31, 2022:

	June 30, 2023
	Nonaccrual loans with ACL		Nonaccrual loans without ACL		Total nonaccrual loans
	(dollars in thousands)
Commercial	$	18,829	$	5,824	$	24,653
Commercial real estate		3,346		20,183		23,529
Residential real estate		984		2,330		3,314
Total	$	23,159	$	28,337	$	51,496

20

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5. Loans and the Allowance for Credit Losses – (continued)

	December 31, 2022
	Nonaccrual loans with ACL		Nonaccrual loans without ACL		Total nonaccrual loans
	(dollars in thousands)
Commercial	$	23,512	$	1,745	$	25,257
Commercial real estate		10,220		6,597		16,817
Residential real estate		604		1,776		2,380
Total	$	34,336	$	10,118	$	44,454

Nonaccrual loans include both smaller balance homogeneous loans that are collectively evaluated and individually evaluated.

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 credit 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.

21

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5. Loans and the Allowance for Credit Losses – (continued)

We evaluate whether a modification, extension or renewal of a loan is a current period origination in accordance with GAAP. Generally, loans up for renewal are subject to a full credit evaluation before the renewal is granted and such loans are considered current period originations for purpose of the table below. The following table presents loans by origination and risk designation as of June 30, 2023 (dollars in thousands):

	Term loans amortized cost basis by origination year
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Total Gross Loans
Commercial
Pass	$	113,591	$	261,352	$	277,527	$	43,047	$	15,418	$	129,241	$	593,410	$	1,433,586
Special mention		-		-		-		-		572		8,444		3,298		12,314
Substandard		304		3,585		169		7		1,578		19,766		1,486		26,895
Doubtful		-		-		-		-		-		-		-		-
Total Commercial	$	113,895	$	264,937	$	277,696	$	43,054	$	17,568	$	157,451	$	598,194	$	1,472,795
Commercial Real Estate
Pass	$	105,297	$	1,579,132	$	1,594,527	$	361,785	$	359,274	$	1,297,204	$	450,459	$	5,747,678
Special mention		-		-		-		-		-		36,141		-		36,141
Substandard		-		-		1,909		-		2,637		26,143		16,874		47,563
Doubtful		-		-		-		-		-		-		-		-
Total Commercial Real Estate	$	105,297	$	1,579,132	$	1,596,436	$	361,785	$	361,911	$	1,359,488	$	467,333	$	5,831,382
Commercial Construction
Pass	$	400	$	4,931	$	15,717	$	6,720	$	-	$	-	$	559,801	$	587,569
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		8,650		8,650
Doubtful		-		-		-		-		-		-		-		-
Total Commercial Construction	$	400	$	4,931	$	15,717	$	6,720	$	-	$	-	$	568,451	$	596,219
Residential
Pass	$	3,300	$	44,256	$	24,397	$	23,349	$	20,530	$	94,296	$	36,911	$	247,039
Special mention		-		-		-		-		-		658		3,393		4,051
Substandard		-		-		579		-		-		2,567		169		3,315
Doubtful		-		-		-		-		-		-		-		-
Total Residential Real Estate	$	3,300	$	44,256	$	24,976	$	23,349	$	20,530	$	97,521	$	40,473	$	254,405
Consumer
Pass	$	1,218	$	101	$	-	$	7	$	-	$	-	$	90	$	1,416
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-
Total Consumer	$	1,218	$	101	$	-	$	7	$	-	$	-	$	90	$	1,416
Total
Pass	$	223,806	$	1,889,772	$	1,912,168	$	434,908	$	395,222	$	1,520,741	$	1,640,671	$	8,017,288
Special mention		-		-		-		-		572		45,243		6,691		52,506
Substandard		304		3,585		2,657		7		4,215		48,476		27,179		86,423
Doubtful		-		-		-		-		-		-		-		-
Grand Total	$	224,110	$	1,893,357	$	1,914,825	$	434,915	$	400,009	$	1,614,460	$	1,674,541	$	8,156,217

22

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5. Loans and the Allowance for Credit Losses – (continued)

The following table presents loans by origination and risk designation as of December 31, 2022 (dollars in thousands):

	Term loans amortized cost basis by origination year
	2022		2021		2020		2019		2018		Prior		Revolving Loans		Total Gross Loans
Commercial
Pass	$	301,636	$	305,721	$	47,952	$	28,177	$	52,950	$	127,739	$	550,483	$	1,414,658
Special mention		-		-		-		583		26		8,551		3,292		12,452
Substandard		7,615		146		15		1,769		11,214		22,596		2,269		45,624
Doubtful		-		-		-		-		-		-		-		-
Total Commercial	$	309,251	$	305,867	$	47,967	$	30,529	$	64,190	$	158,886	$	556,044	$	1,472,734
Commercial Real Estate
Pass	$	1,571,751	$	1,608,023	$	382,987	$	358,578	$	375,886	$	987,982	$	401,365	$	5,686,572
Special mention		3,040		-		-		-		-		37,774		8,839		49,653
Substandard		-		1,929		-		6,526		19,138		23,287		8,123		59,003
Doubtful		-		-		-		-		-		-		-		-
Total Commercial Real Estate	$	1,574,791	$	1,609,952	$	382,987	$	365,104	$	395,024	$	1,049,043	$	418,327	$	5,795,228
Commercial Construction
Pass	$	8,615	$	7,605	$	6,720	$	508	$	-	$	-	$	542,460	$	565,908
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		8,231		8,231
Doubtful		-		-		-		-		-		-		-		-
Total Commercial Construction	$	8,615	$	7,605	$	6,720	$	508	$	-	$	-	$	550,691	$	574,139
Residential Real Estate
Pass	$	45,926	$	25,318	$	24,409	$	21,557	$	20,284	$	78,314	$	41,468	$	257,276
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		3,379		4,093		7,472
Doubtful		-		-		-		-		-		-		-		-
Total Residential Real Estate	$	45,926	$	25,318	$	24,409	$	21,557	$	20,284	$	81,693	$	45,561	$	264,748
Consumer
Pass	$	2,219	$	-	$	9	$	-	$	-	$	2	$	82	$	2,312
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-
Total Consumer	$	2,219	$	-	$	9	$	-	$	-	$	2	$	82	$	2,312
Total
Pass	$	1,930,147	$	1,946,667	$	462,077	$	408,820	$	449,120	$	1,194,037	$	1,535,858	$	7,926,726
Special mention		3,040		-		-		583		26		46,325		12,131		62,105
Substandard		7,615		2,075		15		8,295		30,352		49,262		22,716		120,330
Doubtful		-		-		-		-		-		-		-		-
Grand Total	$	1,940,802	$	1,948,742	$	462,092	$	417,698	$	479,498	$	1,289,624	$	1,570,705	$	8,109,161

23

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5. Loans and the Allowance for Credit Losses – (continued)

Collateral Dependent Loans: Loans which meet certain criteria are individually evaluated as part of the process of calculating the allowance for credit losses. The evaluation is determined on an individual basis using the fair value of the collateral as of the reporting date. The following table presents collateral dependent loans that were individually evaluated for impairment as of June 30, 2023 and December 31, 2022:

	June 30, 2023
	Real Estate		Other		Total
	(dollars in thousands)
Commercial	$	4,918	$	14,826	$	19,744
Commercial real estate		47,478		-		47,478
Commercial construction		8,650		-		8,650
Residential real estate		6,382		-		6,382
Total	$	67,428	$	14,826	$	82,254

	December 31, 2022
	Real Estate		Other		Total
	(dollars in thousands)
Commercial	$	5,352	$	22,517	$	27,869
Commercial real estate		52,477		-		52,477
Commercial construction		8,232		-		8,232
Residential real estate		5,864		-		5,864
Total	$	71,925	$	22,517	$	94,442

Aging Analysis - The following table provides an analysis of the aging of the loans by class, excluding the effect of net deferred fees, which are past due as of June 30, 2023 and December 31, 2022:

	June 30, 2023
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due and Still Accruing		Nonaccrual		Total Past Due and Nonaccrual		Current		Gross Loans
	(dollars in thousands)
Commercial	$	457	$	1,375	$	-	$	24,653	$	26,485	$	1,446,310	$	1,472,795
Commercial real estate		-		534		5,739		23,529		29,802		5,801,580		5,831,382
Commercial construction		-		-		-		-		-		596,219		596,219
Residential real estate		51		438		-		3,314		3,803		250,602		254,405
Consumer		-		-		-		-		-		1,416		1,416
Total	$	508	$	2,347	$	5,739	$	51,496	$	60,090	$	8,096,127	$	8,156,217

	December 31, 2022
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due and Still Accruing		Nonaccrual		Total Past Due and Nonaccrual		Current		Gross Loans
	(dollars in thousands)
Commercial	$	306	$	-	$	-	$	25,257	$	25,563	$	1,447,171	$	1,472,734
Commercial real estate		90		-		5,591		16,817		22,498		5,772,730		5,795,228
Commercial construction		-		-		-		-		-		574,139		574,139
Residential real estate		1,569		-		-		2,380		3,949		260,799		264,748
Consumer		-		-		-		-		-		2,312		2,312
Total	$	1,965	$	-	$	5,591	$	44,454	$	52,010	$	8,057,151	$	8,109,161

24

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5. Loans and the Allowance for Credit 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 credit losses that are allocated to each loan portfolio segment:

	June 30, 2023
	Commercial		Commercial real estate		Commercial construction		Residential real estate		Consumer		Total
	(dollars in thousands)
Allowance for credit losses - loans
Individually evaluated impairment	$	8,482	$	902	$	-	$	109	$	-	$	9,493
Collectively evaluated impairment		20,111		51,607		3,546		3,710		5		78,979
Acquired with deteriorated credit quality individually analyzed		733		-		-		-		-		733
Total	$	29,326	$	52,509	$	3,546	$	3,819	$	5	$	89,205
Gross loans
Individually evaluated impairment	$	27,207	$	47,478	$	8,650	$	6,382	$	-	$	89,717
Collectively evaluated impairment		1,445,086		5,783,904		587,569		248,023		1,416		8,065,998
Acquired with deteriorated credit quality individually analyzed		502		-		-		-		-		502
Total	$	1,472,795	$	5,831,382	$	596,219	$	254,405	$	1,416	$	8,156,217

	December 31, 2022
	Commercial		Commercial real estate		Commercial construction		Residential real estate		Consumer		Total
	(dollars in thousands)
Allowance for credit losses - loans
Individually evaluated impairment	$	7,426	$	1,003	$	-	$	50	$	-	$	8,479
Collectively evaluated impairment		19,319		50,818		3,718		4,093		7		77,955
Acquired with deteriorated credit quality individually analyzed		2,158		1,921		-		-		-		4,079
Total	$	28,903	$	53,742	$	3,718	$	4,143	$	7	$	90,513
Gross loans
Individually evaluated impairment	$	30,994	$	46,886	$	8,232	$	5,864	$	-	$	91,976
Collectively evaluated impairment		1,436,866		5,742,751		565,907		258,884		2,312		8,006,720
Acquired with deteriorated credit quality individually analyzed		4,874		5,591		-		-		-		10,465
Total	$	1,472,734	$	5,795,228	$	574,139	$	264,748	$	2,312	$	8,109,161

25

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5. Loans and the Allowance for Credit Losses – (continued)

Activity in the Company’s ACL for loans for the three and six months ended June 30, 2023 is summarized in the tables below.

	Three Months Ended June 30, 2023
	Commercial			Commercial real estate			Commercial construction			Residential real estate			Consumer			Total
	(dollars in thousands)
Balance as of March 31, 2023	$	26,162		$	53,000		$	3,966		$	3,868		$	6		$	87,002
Charge-offs		(1,100	)		-			-			(18	)		-			(1,118	)
Recoveries		9			-			-			67			-			76
Provision for (reversal of) credit losses - loans		4,255			(491	)		(420	)		(98	)		(1	)		3,245
Balance as of June 30, 2023	$	29,326		$	52,509		$	3,546		$	3,819		$	5		$	89,205

	Six Months Ended June 30, 2023
	Commercial			Commercial real estate			Commercial construction			Residential real estate			Consumer			Total
	(dollars in thousands)
Balance as of December 31, 2022	$	28,903		$	53,742		$	3,718		$	4,143		$	7		$	90,513
Charge-offs		(3,867	)		(1,717	)		-			(18	)		-			(5,602	)
Recoveries		9			-			-			68			-			77
Provision for (reversal of) credit losses - loans		4,281			484			(172	)		(374	)		(2	)		4,217
Balance as of June 30, 2023	$	29,326		$	52,509		$	3,546		$	3,819		$	5		$	89,205

	Three Months Ended June 30, 2022
	Commercial			Commercial real estate			Commercial construction		Residential real estate			Consumer			Total
	(dollars in thousands)
Balance as of March 31, 2022	$	25,459		$	47,868		$	3,281	$	3,455		$	7		$	80,070
Charge-offs		(292	)		(1	)		-		(9	)		-			(302	)
Recoveries		-			-			-		32			-			32
Provision for (reversal of) credit losses - loans		2,968			(305	)		132		147			(3	)		2,939
Balance as of June 30, 2022	$	28,135		$	47,562		$	3,413	$	3,625		$	4		$	82,739

	Six Months Ended June 30, 2022
	Commercial			Commercial real estate			Commercial construction			Residential real estate			Consumer			Total
	(dollars in thousands)
Balance as of December 31, 2021	$	25,969		$	45,589		$	3,580		$	3,628		$	7		$	78,773
Charge-offs		(341	)		(226	)		-			(9	)		-			(576	)
Recoveries		1			-			-			63			-			64
Provision for (reversal of) credit losses - loans		2,506			2,199			(167	)		(57	)		(3	)		4,478
Balance as of June 30, 2022	$	28,135		$	47,562		$	3,413		$	3,625		$	4		$	82,739

26

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5. Loans and the Allowance for Credit Losses – (continued)

Loan Modifications to Borrowers Experiencing Financial Difficulty:

The Company adopted Accounting Standards Update (“ASU”) 2022-02, Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) effective January 1, 2023. The amendments in ASU 2022-02 eliminated the recognition and measure of troubled debt restructurings and enhanced disclosures for loan modifications to borrowers experiencing financial difficulty.

The following table presents the amortized cost basis at the end of the reporting period of the loan modifications to borrowers experiencing financial difficulty:

	Six Months Ended
	June 30, 2023
	Term Extension		% of Portfolio
	(dollars in thousands)
Commercial	$	53		0.00	%
Commercial real estate		213		0.00	%

The above table consists of loans that added a weighted average of 13 years to the maturity of the modified loans, which did not have a material effect on the cash flows. 

The following table presents the performance of loans that have been modified in the last twelve months:

	June 30, 2023
	Current		Past Due 30-89 Days		Past Due 90 Days or More
	(dollars in thousands)
Commercial	$	53	$	-	$	-
Commercial real estate		213		-		-

There were no loans to borrowers experiencing financial difficulty that had a payment default during the six months ended June 30, 2023 and which were modified in the twelve months prior to that default. Default is determined at 90 or more days past due, upon charge-off, or upon foreclosure. Modified loans in default are individually evaluated for the allowance for credit losses or if the modified loan is deemed uncollectible, the loan, or a portion of the loan, is written off and the allowance for credit losses is adjusted accordingly.

Troubled debt restructurings:

Information on loan modifications prior to the adoption of ASU 2022-02 on January 1, 2023 is presented in accordance with the applicable accounting standards in effect at that time. During the six months ended June 30, 2022, the Company modified two loans that were determined to be troubled debt restructurings, a commercial loan and a commercial real estate loan, with outstanding balances of $98 thousand and $8.3 million, respectively. The commercial loan modified as a TDR during the six months ended June 30, 2022 was a maturity extension, while the commercial real estate loan modified as a TDR during the six months ended June 30, 2022 was an interest rate reduction, that was commensurate with a one-time $500,000 principal paydown.

27

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5. Loans and the Allowance for Credit Losses – (continued)

Allowance for Credit Losses for Unfunded Commitments

The Company has recorded an ACL for unfunded credit commitments, which was recorded in other liabilities. The provision is recorded within the provision for (reversal of) credit losses on the Company’s income statement. The following table presents a roll forward of the allowance for credit losses for unfunded commitments for the three and six months ended June 30, 2023 and 2022:

	Three Months Ended			Three Months Ended
	June 30,			June 30,
	2023			2022
	(dollars in thousands)
Balance at beginning of period	$	3,064		$	2,262
Provision for (reversal of) credit losses - unfunded commitments		(245	)		61
Balance at end of period	$	2,819		$	2,323

	Six Months Ended			Six Months Ended
	June 30,			June 30,
	2023			2022
	(dollars in thousands)
Balance at beginning of period	$	3,036		$	2,351
Reversal of credit losses - unfunded commitments		(217	)		(28	)
Balance at end of period	$	2,819		$	2,323

28

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5. Loans and the Allowance for Credit Losses – (continued)

Components of (Reversal of) Provision for Credit Losses

The following table summarizes the provision for (reversal of) credit losses for the three and six months ended June 30, 2023 and 2022 :

	Three Months Ended			Three Months Ended
	June 30,			June 30,
	2023			2022
	(dollars in thousands)
Provision for credit losses – loans	$	3,245		$	2,939
Provision for (reversal of) credit losses - unfunded commitments		(245	)		61
Provision for credit losses	$	3,000		$	3,000

	Six Months Ended			Six Months Ended
	June 30,			June 30,
	2023			2022
	(dollars in thousands)
Provision for credit losses – loans	$	4,217		$	4,478
Reversal of credit losses - unfunded commitments		(217	)		(28	)
Provision for credit losses	$	4,000		$	4,450

Note 6. 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).

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.

29

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 6. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

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 as of June 30, 2023 and December 31, 2022:

Investment 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.

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 as of June 30, 2023 and December 31, 2022 are as follows:

			June 30, 2023
			Fair Value Measurements at Reporting Date Using
	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
(dollars in thousands)
Recurring fair value measurements: Assets
Investment securities:
Available-for-sale:
Federal agency obligations	$	43,153	$	-	$	43,153	$	-
Residential mortgage pass-through securities		409,126		-		409,126		-
Commercial mortgage pass-through securities		21,210		-		21,210		-
Obligations of U.S. states and political subdivision		133,839		-		126,602		7,237
Corporate bonds and notes		3,959		-		3,959		-
Asset-backed securities		1,381		-		1,381		-
Other securities		151		151		-		-
Total available-for-sale		612,819		151		605,431		7,237
Equity securities		17,950		9,736		8,214		-
Derivatives		57,545		-		57,545		-
Total assets	$	688,314	$	9,887	$	671,190	$	7,237

30

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 6. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

			December 31, 2022
			Fair Value Measurements at Reporting Date Using
	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
(dollars in thousands)
Recurring fair value measurements: Assets
Investment securities:
Available-for-sale:
Federal agency obligations	$	44,450	$	-	$	44,450	$	-
Residential mortgage pass- through securities		417,578		-		417,578		-
Commercial mortgage pass-through securities		21,104		-		21,104		-
Obligations of U.S. states and political subdivision		142,896		-		135,547		7,349
Corporate bonds and notes		6,974		-		6,974		-
Asset-backed securities		1,640		-		1,640		-
Other securities		242		242		-		-
Total available-for-sale	$	634,884	$	242	$	627,293	$	7,349
Equity securities		15,811		9,733		6,078		-
Derivatives		56,797		-		56,797		-
Total assets	$	707,492	$	9,975	$	690,168	$	7,349

There were no transfers between Level 1 and Level 2 during the six months ended June 30, 2023 and during the year ended December 31, 2022.

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 as of June 30, 2023 and December 31, 2022.

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).

Other loans held-for-sale are carried at the lower of aggregate cost or estimated fair value.  Fair value of these loans is determined based on the terms of the loan, such as interest rate, maturity date, reset term, as well as sales of similar assets (Level 3).

31

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 6. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

Collateral Dependent 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 marketplace and are also based on Level 3 inputs.

For assets measured at fair value on a nonrecurring basis, the fair value measurements as of June 30, 2023 and December 31, 2022 are as follows:

			Fair Value Measurements at Reporting Date Using
Assets measured at fair value on a nonrecurring basis:	June 30, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Collateral dependent loans:	(dollars in thousands)
Commercial	$	10,779	$	-	$	-	$	10,779
Commercial real estate		10,376		-		-		10,376
Residential real estate		1,319		-		-		1,319

			Fair Value Measurements at Reporting Date Using
Assets measured at fair value on a nonrecurring basis:	December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Collateral dependent loans:	(dollars in thousands)
Commercial	$	14,550	$	-	$	-	$	14,550
Commercial real estate		17,264		-		-		17,264
Residential real estate		1,392		-		-		1,392

Collateral dependent loans – Collateral dependent loans as of June 30, 2023 that required a valuation allowance were $28.7 million with a related valuation allowance of $6.2 million compared to $43.8 million with a related valuation allowance of $10.5 million as of December 31, 2022.

32

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 6. 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 six months ended June 30, 2023 and for the year ended December 31, 2022:

	Municipal Securities
	(dollars in thousands)
Beginning balance, December 31, 2022	$	7,349
Principal paydowns		(147	)
Change in unrealized gain		35
Ending balance, June 30, 2023	$	7,237

	Municipal Securities
	(dollars in thousands)
Beginning balance, December 31, 2021	$	8,565
Principal paydowns		(287	)
Changes in unrealized loss		(929	)
Ending balance, December 31, 2022	$	7,349

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 as of June 30, 2023 and December 31, 2022. The table below provides quantitative information about significant unobservable inputs used in fair value measurements within Level 3 hierarchy.

June 30, 2023
	Fair Value		Valuation Techniques	Unobservable Input	Rate
Securities available-for-sale:			(dollars in thousands)
Municipal securities	$	7,237	Discounted cash flows	Discount rate		4.3	%

December 31, 2022
	Fair Value		Valuation Techniques	Unobservable Input	Rate
Securities available-for-sale:			(dollars in thousands)
Municipal securities	$	7,349	Discounted cash flows	Discount rate		4.3	%

33

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 6. 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 of collateral dependent loans.

June 30, 2023
(dollars in thousands)	Fair Value		Valuation Techniques	Unobservable Input	Range (weighted average)
Commercial	$	10,311	Market approach (100%)	Average transfer price as a price to unpaid principal balance		65% –92% (67%)
Commercial		468	Appraisals of collateral value	Adjustment for comparable sales	-10% to +13% (+3%)
Commercial real estate		10,376	Appraisals of collateral value	Adjustment for comparable sales		-15% to +5% (6%)
Residential real estate		1,319	Appraisals of collateral value	Adjustment for comparable sales	+21% to +39% (+27%)

December 31, 2022
(dollars in thousands)	Fair Value		Valuation Techniques	Unobservable Input	Range (weighted average)
Commercial loans	$	14,028	Market approach (100%)	Average transfer price as a price to unpaid principal balance		65% to 96% (67%)
Commercial loans		522	Appraisals of collateral value	Adjustment for comparable sales	-10% to +13% (+3%)
Commercial real estate loans		17,264	Appraisals of collateral value	Adjustment for comparable sales	-20% to +0% (-15%)
Residential real estate loans		1,392	Appraisals of collateral value	Adjustment for comparable sales	+21% to +39% (22%)

34

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 6. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

As of June 30, 2023 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 June 30, 2023 and December 31, 2022: 

					Fair Value Measurements
	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(dollars in thousands)
June 30, 2023
Financial assets:
Cash and due from banks	$	319,924	$	319,924	$	319,924	$	-	$	-
Securities available-for-sale		612,819		612,819		151		605,431		7,237
Restricted investments in bank stocks		46,688		n/a		n/a		n/a		n/a
Equity securities		17,950		17,950		9,736		8,214		-
Net loans		8,059,335		7,724,946		-		-		7,724,946
Derivatives - interest rate contracts		57,545		57,545		-		57,545		-
Accrued interest receivable		46,237		46,236		-		5,201		41,035
Financial liabilities:
Noninterest-bearing deposits		1,356,293		1,356,293		1,356,293		-		-
Interest-bearing deposits		6,182,004		6,146,249		3,560,856		2,585,393		-
Borrowings		827,601		825,002		-		825,002		-
Subordinated debentures		79,187		77,576		-		77,576		-
Accrued interest payable		8,083		8,083		-		8,083		-
December 31, 2022
Financial assets:
Cash and due from banks	$	268,315	$	268,315	$	268,315	$	-	$	-
Investment securities available-for-sale		634,884		634,884		242		627,293		7,349
Restricted investment in bank stocks		46,604		n/a		n/a		n/a		n/a
Equity securities		15,811		15,811		9,733		6,078		-
Net loans		8,009,176		7,723,378		-		-		7,723,378
Derivatives - interest rate contracts		56,797		56,797		-		56,797		-
Accrued interest receivable		46,062		46,062		-		4,685		41,377
Financial liabilities:
Noninterest-bearing deposits		1,501,614		1,501,614		1,501,614		-		-
Interest-bearing deposits		5,855,008		5,811,291		3,460,818		2,350,473		-
Borrowings		857,622		854,698		.		854,698		-
Subordinated debentures		153,255		153,581		-		153,581		-
Accrued interest payable		6,925		6,925		-		6,925		-

35

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 6. 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.

The Company’s remaining assets and liabilities, which are not considered financial instruments, have not been valued differently than has been customary with historical cost accounting. No disclosure of the relationship value of the Company’s core deposit base is required by FASB ASC 825-10.

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 7. Comprehensive (Loss) Income  

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

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

Details about Accumulated Other Comprehensive Income Components	Amounts Reclassified from Accumulated Other Comprehensive Income						Amounts Reclassified from Accumulated Other Comprehensive Income						Affected Line item in the Consolidated Statements of Income
	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Interest income (expense) on cash flow hedges	$	3,953		$	(129	)	$	8,220		$	(654	)	Borrowings and deposits expense
		(1,189	)		37			(2,473	)		184		Income tax (expense) benefit
	$	2,764		$	(92	)	$	5,747		$	(470	)
Amortization of pension plan net actuarial losses	$	(74	)	$	(16	)	$	(148	)	$	(32	)	Other components of net periodic pension expense
		22			5			45			9		Income tax benefit
	$	(52	)	$	(11	)	$	(103	)	$	(23	)
Total reclassification	$	2,712		$	(103	)	$	5,644		$	(493	)

36

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 7.  Comprehensive (Loss) Income – (continued)  

Accumulated other comprehensive loss as of June 30, 2023 and December 31, 2022 consisted of the following:

	June 30, 2023			December 31, 2022
	(dollars in thousands)
Investment securities available-for-sale, net of tax	$	(64,640	)	$	(61,775	)
Cash flow hedge, net of tax		33,649			32,360
Defined benefit pension and post-retirement plans, net of tax		(2,846	)		(2,949	)
Total	$	(33,837	)	$	(32,364	)

Note 8.  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 June 30, 2023. On May 30, 2023, the Company's stockholders approved an amendment to the Plan that will increase the maximum number of shares issuable by 450,000. The maximum number of shares of common stock or equivalents which may be issued under the Plan is now 1,200,000. Grants under the Plan can be in the form of stock options (qualified or non-qualified), restricted shares, deferred stock units or performance units. Shares available for grant and issuance under the Plan as of June 30, 2023 were approximately 470,147. The Company intends to issue all shares under the Plan in the form of newly issued shares.

Restricted stock, options and deferred 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 and deferred stock units 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 is no longer employed prior to the award's vesting. Any forfeitures would result in previously recognized expense being reversed. Restricted stock grants have the same dividend and voting rights as common stock, while options, performance units and deferred stock units do not.

All awards are issued at the 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 recorded as incurred. Stock-based compensation expense for the three and six months ended June 30, 2023 was $1.2 million and $2.4 million, respectively. Stock-based compensation expense for the three and six months ended June 30, 2022 was $1.2 million and $2.3 million, respectively.

 Activity under the Company’s options for the six months ended June 30, 2023 was as follows:

	Number of Stock Options			Weighted-Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2022		8,680		$	12.95
Granted		-			-
Exercised		(6,742	)		12.59
Forfeited/cancelled/expired		-			-
Outstanding as of June 30, 2023		1,938			14.24		0.16	$	5,368
Exercisable as of June 30, 2023		1,938		$	14.24		0.16	$	5,368

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 June 30, 2023 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 June 30, 2023. This amount changes based on the fair market value of the Company’s stock.

37

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 8.  Stock-Based Compensation – (continued)  

Activity under the Company’s restricted stock for the six months ended June 30, 2023 was as follows:

	Nonvested Shares			Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2022		85,931		$	26.20
Granted		93,147			16.19
Vested		(46,940	)		27.59
Forfeited/cancelled/expired		(6,613	)		23.60
Nonvested as of June 30, 2023		125,525		$	18.39

As of June 30, 2023, there was approximately $1.5 million of total unrecognized compensation cost related to nonvested restricted stock granted. The cost is expected to be recognized over a weighted average period of 1.3 years.

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

	Units (expected)			Units (maximum)		Weighted Average Grant Date Fair Value
Unearned as of December 31, 2022		195,265				$	17.98
Awarded		85,158					17.93
Vested shares		(116,192	)				10.77
Unearned as of June 30, 2023		164,231			233,087	$	23.06

As of June 30, 2023, the specific number of shares related to performance units that were expected to vest was 164,231, 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. As of June 30, 2023, the maximum amount of performance units that ultimately could vest if performance targets were exceeded is 233,087. During the six months ended June 30, 2023, 116,192 shares vested. A total of 63,839 shares were netted from the vested shares to satisfy employee tax obligations. The net shares issued from vesting of performance units during the six months ended June 30, 2023 were 52,353 shares. As of June 30, 2023, compensation cost of approximately $2.1 million related to non-vested performance units not yet recognized is expected to be recognized over a weighted-average period of 2.1 years.

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

	Units (expected)			Weighted Average Grant Date Fair Value
Unearned as of December 31, 2022		120,035		$	23.84
Awarded		146,857			18.98
Vested shares		(70,669	)		19.19
Unearned as of June 30, 2023		196,223		$	21.88

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 six months ended June 30, 2023, 70,669 shares vested. A total of 38,601 shares were netted from the vested shares to satisfy employee tax obligations. The net shares issued from vesting of deferred stock units during the six months ended June 30, 2023 were 32,068 shares. As of June 30, 2023, compensation cost of approximately $2.6 million related to non-vested deferred stock units, not yet recognized, is expected to be recognized over a weighted-average period of 1.7 years.

38

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 9.  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
	June 30,						Statements of Income
	2023			2022
	(dollars in thousands)
Service cost	$	-		$	-
Interest cost		110			78		Other components of net periodic pension expense
Expected return on plan assets		(209	)		(237	)	Other components of net periodic pension expense
Net amortization		74			16		Other components of net periodic pension expense
Total periodic pension income	$	(25	)	$	(143	)

	Six Months Ended						Affected Line Item in the Consolidated
	June 30,						Statements of Income
	2023			2022
	(dollars in thousands)
Service cost	$	-		$	-
Interest cost		220			156		Other components of net periodic pension expense
Expected return on plan assets		(419	)		(474	)	Other components of net periodic pension expense
Net amortization		148			32		Other components of net periodic pension expense
Total periodic pension income	$	(51	)	$	(286	)

Contributions

The Company did not contribute to the Pension Trust during the six months ended June 30, 2023. The Company does not plan on contributing amounts to the Pension Trust for the remainder of 2023. 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.

Note 10. FHLB Borrowings

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

	June 30, 2023						December 31, 2022
	Amount			Rate			Amount			Rate
	(dollars in thousands)
By remaining period to maturity:
Less than 1 year	$	775,001			5.35	%	$	830,000			4.42	%
1 year through less than 2 years		-			-			-			-
2 years through less than 3 years		25,000			1.00			25,000			1.00
3 years through less than 4 years		2,050			2.23			2,050			2.23
4 years through 5 years		25,309			4.16			326			2.85
After 5 years		310			2.96			326			2.96
FHLB borrowings - gross		827,670			5.17	%		857,702			4.32	%
Fair value discount		(69	)					(80	)
Total FHLB borrowings	$	827,601					$	857,622

39

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 10. FHLB Borrowings – (continued)  

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 bear fixed rates. The advances as of June 30, 2023 were primarily collateralized by approximately $2.8 billion of commercial mortgage loans and securities, net of required over collateralization amounts, under a blanket lien arrangement. As of June 30, 2023 the Company had remaining borrowing capacity of approximately $1.5 billion at FHLB. 

Note 11. Subordinated Debentures

During 2003, the Company formed a statutory business trust, which exists for the exclusive purpose of (i) issuing Trust Securities representing undivided beneficial interests in the assets of the Trust; (ii) investing the gross proceeds of the Trust securities in junior subordinated deferrable interest debentures (subordinated debentures) of the Company; and (iii) engaging in only those activities necessary or incidental thereto. On December 19, 2003, Center Bancorp Statutory Trust II, a statutory business trust and wholly-owned subsidiary of the Parent Corporation issued $5.0 million of MMCapS capital securities to investors due on January 23, 2034. The capital securities presently qualify as Tier I capital. The trust loaned the proceeds of this offering to the Company and received in exchange $5.2 million of the Parent Corporation’s subordinated debentures. The subordinated debentures are redeemable in whole or in part prior to maturity. The floating interest rate on the subordinate debentures is three-month LIBOR plus 2.85% and reprices quarterly. The rate as of June 30, 2023 was 8.15%. Upon the cessation of publication of  LIBOR rates  and pursuant to the Federal  LIBOR Act and Federal Reserve regulations implementing the Act, applicable US Dollar LIBOR indexed instruments like the Company’s outstanding $5.0 million of MMCapS capital securities  will convert to a new index based on CME Term SOFR, as defined in the LIBOR Act, plus a tenor spread adjustment, which is referred to as the Benchmark Replacement. Effective for quarterly interest rate resets after  July 3, 2023 the subordinated debentures’ floating rate will be three-month CME Term SOFR plus 2.85% plus a tenor spread adjust of 0.26161%. These subordinated debentures and the related income effects are not eliminated in the consolidated financial statements as the statutory business trust is not consolidated in accordance with FASB ASC 810-10. Distributions on the subordinated debentures owned by the subsidiary trust have been classified as interest expense in the Consolidated Statements of Income.

The following table summarizes the mandatory redeemable trust preferred securities of the Company’s Statutory Trust II as of June 30, 2023 and December 31, 2022.

Issuance Date	Securities Issued		Liquidation Value	Coupon Rate	Maturity	Redeemable by Issuer Beginning
12/19/2003	$	5,000,000	$1,000 per Capital Security	Floating 3-month LIBOR + 285 Basis Points	1/23/2034	1/23/2009

On June 10, 2020, the Parent Corporation issued $75 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the “2020 Notes”). The 2020 Notes bear interest at 5.75% annually from, and including, the date of initial issuance to, but excluding, June 15, 2025 or the date of earlier redemption, payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2020. From and including June 15, 2025 through maturity or earlier redemption, the interest rate shall reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR (as defined in the Second Supplemental Indenture), plus 560.5 basis points, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2025. Notwithstanding the foregoing, if the benchmark rate is less than zero, then the benchmark rate shall be deemed to be zero.

On January 11, 2018, the Parent Corporation issued $75 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the “2018 Notes”). The 2018 Notes bore interest at a rate that resets quarterly to an interest rate per annum equal to the then current three-month LIBOR rate plus 284 basis points (2.84%) payable quarterly in arrears. Interest on the 2018 Notes was to be paid on February 1, May 1, August 1, and November 1, of each year to but excluding the stated maturity date, unless in any case previously redeemed. The 2018 Notes were redeemed in full on February 1, 2023.

40

 

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

The purpose of this analysis is to provide the reader with information relevant to understanding and assessing the Company’s results of operations for the periods presented herein and financial condition as of June 30, 2023 and December 31, 2022. In order to fully understand this analysis, the reader is encouraged to review the consolidated financial statements and accompanying notes thereto appearing elsewhere in this report.

Cautionary Statement Concerning Forward-Looking Statements

This report includes forward-looking statements within the meaning of Sections 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended, that involve inherent risks and uncertainties. This report contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of ConnectOne Bancorp Inc. and its subsidiaries, including statements preceded by, followed by or that include words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” “remain,” “pattern” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions may increase significantly; (2) changes in the interest rate environment may reduce interest margins; (3) prepayment speeds, loan origination and sale volumes, charge-offs and credit loss provisions may vary substantially from period to period; (4) general economic conditions may be less favorable than expected; (5) political developments, sovereign debt problems, wars or other hostilities such as the ongoing conflict between Ukraine and Russia, may disrupt or increase volatility in securities markets or other economic conditions; (6) legislative or regulatory changes or actions may adversely affect the businesses in which ConnectOne Bancorp is engaged; (7) changes and trends in the securities markets may adversely impact ConnectOne Bancorp; (8) a delayed or incomplete resolution of regulatory issues could adversely impact planning by ConnectOne Bancorp; (9) the impact on reputation risk created by the developments discussed above on such matters as business generation and retention, funding and liquidity could be significant; (10) the outcome of regulatory and legal investigations and proceedings may not be anticipated, and (11) the impact of the COVID-19 pandemic on our employees and operations, and those of our customers. Further information on other factors that could affect the financial results of ConnectOne Bancorp is included in Item 1a. of ConnectOne Bancorp’s Annual Report on Form 10-K as amended and updated in ConnectOne Bancorp’s other filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at http://www.sec.gov and/or from ConnectOne Bancorp, Inc.

Critical Accounting Policies and Estimates

Our accounting policies are integral to understanding the results reported. We consider accounting policies that require management to exercise significant judgment or discretion or to make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. As of June 30, 2023, there have been no material changes to our critical accounting policies as compared to the critical accounting policies disclosed in our most recent Annual Report on Form 10-K. Reference is made to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

41

Operating Results Overview

Net income available to common stockholders for the three months ended June 30, 2023 was $19.9 million compared to $30.8 million for the comparable three-month period ended June 30, 2022. The Company’s diluted earnings per share were $0.51 for the three months ended June 30, 2023 as compared with diluted earnings per share of $0.78 for the comparable three-month period ended June 30, 2022. The $10.9 million decrease in net income available to common stockholders and $0.27 decrease in diluted earnings per share versus the second quarter of 2022 were due to a $11.8 million decrease in net interest income and a $3.7 million increase in noninterest expenses, partially offset by a $4.5 million decrease in income tax expense and $0.1 million increase in noninterest income.

Net income available to common stockholders for the six months ended June 30, 2023 was $43.3 million compared to $60.7 million for the comparable six-month period ended June 30, 2022. The Company’s diluted earnings per share were $1.10 for the six months ended June 30, 2023 as compared with diluted earnings per share of $1.53 for the comparable six-month period ended June 30, 2022. The $17.4 million decrease in net income available to common stockholders and $0.43 decrease in diluted earnings per share versus the first half of 2022 were due to a $15.0 million decrease in net interest income, a $9.4 million increase in noninterest expenses, and a $0.2 million decrease in noninterest income, partially offset by a $6.7 million decrease in income tax expense and a $0.5 million decrease in provision for credit losses.

Net Interest Income and Margin

Net interest income is the difference between the interest earned on the portfolio of earning assets (principally loans and investments) and the interest paid on deposits and borrowings, which support these assets. Net interest income is presented on a tax-equivalent basis by adjusting tax-exempt income (including interest earned on tax-free loans and on obligations of state and local political subdivisions) by the amount of income tax which would have been paid had the assets been invested in taxable assets. Net interest margin is defined as net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

Fully taxable equivalent net interest income for the three months ended June 30, 2023 decreased by $11.5 million, or 15.1%, from the comparable three-month period ended June 30, 2022. The decrease from the second quarter of 2022 resulted primarily from a 276 basis-point increase in rate paid on interest-bearing deposits, partially offset by 90 basis increase in total interest-earning assets and a 110 basis-point contraction of the net interest margin to 2.81% from 3.91%.

Fully taxable equivalent net interest income for the six months ended June 30, 2023 decreased by $14.5 million, or 9.9%, from the comparable six-month period ended June 30, 2022. The decrease from the six-month period ended June 30, 2022 resulted primarily from a 254 basis-point increase in interest-bearing deposits, partially offset by 80 basis increase in total interest-earning assets and a 92 basis-point contraction of the net interest margin to 2.89% from 3.81%.

42

The following tables, “Average Statements of Condition with Interest and Average Rates”, present for the three months ended June 30, 2023 and 2022, the Company’s average assets, liabilities and stockholders’ equity. The Company’s net interest income, net interest spread and net interest margin are also reflected.

Average Statements of Condition with Interest and Average Rates

	Three Months Ended June 30,
	2023									2022
				Interest									Interest
	Average			Income/			Average			Average			Income/			Average
	Balance			Expense			Rate (7)			Balance			Expense			Rate (7)
	(dollars in thousands)
Interest-earning assets:
Securities (1) (2)	$	726,315		$	5,607			3.10	%	$	610,465		$	3,710			2.44	%
Total loans (2) (3) (4)		8,149,374			111,501			5.49			7,008,174			81,597			4.67
Federal funds sold and interest-bearing with banks		309,458			4,056			5.26			157,201			313			0.80
Restricted investment in bank stocks		42,932			945			8.83			31,605			291			3.69
Total interest-earning assets		9,228,079			122,109			5.31			7,807,445			85,911			4.41
Noninterest-earning assets:
Allowance for credit losses		(87,473	)								(81,012	)
Other noninterest-earning assets		624,976									596,390
Total assets	$	9,765,582								$	8,322,823
Interest-bearing liabilities:
Interest-bearing deposits:
Time deposits	$	2,658,673			23,778			3.59		$	1,103,418			2,179			0.79
Other interest-bearing deposits		3,640,939			26,936			2.97			3,717,531			3,530			0.38
Total interest-bearing deposits		6,299,612			50,714			3.23			4,820,949			5,709			0.47
Borrowings		756,303			5,438			2.88			548,675			1,849			1.35
Subordinated debentures		79,104			1,306			6.62			153,053			2,179			5.71
Finance lease		1,658			24			5.81			1,865			28			6.02
Total interest-bearing liabilities		7,136,677			57,482			3.23			5,524,542			9,765			0.71
Demand deposits		1,347,268									1,607,465
Other liabilities		84,594									47,719
Total noninterest-bearing liabilities		1,431,862									1,655,184
Stockholders’ equity		1,197,043									1,143,097
Total liabilities and stockholders’ equity	$	9,765,582								$	8,322,823
Net interest income (tax-equivalent basis)					64,627									76,146
Net interest spread (5)								2.08	%								3.70	%
Net interest margin (6)								2.81	%								3.91	%
Tax-equivalent adjustment					(784	)								(555	)
Net interest income				$	63,843								$	75,591

(1)	Average balances are based on amortized cost and include equity securities.
(2)	Interest income is presented on a tax-equivalent basis using a 21% assumed tax rate.
(3)	Includes loan fee income and accretion of purchase accounting adjustments.
(4)	Total loans include loans held-for-sale and nonaccrual loans.
(5)	Represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities and is presented on a tax- equivalent basis.
(6)	Represents net interest income on a tax-equivalent basis divided by average total interest-earning assets.
(7)	Rates are annualized.

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	Six Months Ended June 30,
	2023									2022
				Interest									Interest
	Average			Income/			Average			Average			Income/			Average
	Balance			Expense			Rate (7)			Balance			Expense			Rate (7)
	(dollars in thousands)
Interest-earning assets:
Securities (1) (2)	$	729,604		$	11,219			3.08	%	$	578,014		$	6,481			2.26	%
Total loans (2) (3) (4)		8,140,255			218,856			5.39			6,940,203			157,917			4.59
Federal funds sold and interest-bearing with banks		285,014			7,031			4.95			234,284			433			0.37
Restricted investment in bank stocks		46,400			1,843			7.97			28,310			505			3.60
Total interest-earning assets		9,201,273			238,949			5.21			7,780,811			165,336			4.29
Noninterest-earning assets:
Allowance for credit losses		(88,820	)								(80,391	)
Other noninterest-earning assets		620,782									592,847
Total assets	$	9,733,235								$	8,293,267
Interest-bearing liabilities:
Interest-bearing deposits:
Time deposits	$	2,508,835			41,045			3.28		$	1,113,958			4,333			0.78
Other interest-bearing deposits		3,599,582			49,756			2.77			3,784,173			6,386			0.34
Total interest-bearing deposits		6,108,417			90,801			2.98			4,898,131			10,719			0.44
Borrowings		848,273			12,035			2.85			477,188			3,226			1.36
Subordinated debentures		91,303			3,609			7.93			153,016			4,346			5.73
Finance lease		1,686			50			5.95			1,891			57			6.08
Total interest-bearing liabilities		7,049,679			106,495			3.03			5,530,226			18,348			0.67
Demand deposits		1,403,220									1,577,427
Other liabilities		86,191									48,052
Total noninterest-bearing liabilities		1,489,411									1,625,479
Stockholders’ equity		1,194,145									1,137,562
Total liabilities and stockholders’ equity	$	9,733,235								$	8,293,267
Net interest income (tax-equivalent basis)					132,454									146,988
Net interest spread (5)								2.18	%								3.62	%
Net interest margin (6)								2.89	%								3.81	%
Tax-equivalent adjustment					(1,527	)								(1,039	)
Net interest income				$	130,927								$	145,949

(1)	Average balances are based on amortized cost and include equity securities.
(2)	Interest income is presented on a tax-equivalent basis using a 21% assumed tax rate.
(3)	Includes loan fee income and accretion of purchase accounting adjustments.
(4)	Total loans include loans held-for-sale and nonaccrual loans.
(5)	Represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities and is presented on a tax- equivalent basis.
(6)	Represents net interest income on a tax-equivalent basis divided by average total interest-earning assets.
(7)	Rates are annualized.

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Noninterest Income

Noninterest income totaled $3.4 million for the three months ended June 30, 2023, compared with $3.3 million for the three months ended June 30, 2022.  Included in noninterest income for the three months ended June 30, 2023 and June 30, 2022 were net losses on equity securities of $0.2 million and $0.4 million, respectively.  Excluding these items, noninterest income decreased $0.1 million when compared to the comparable three-month period ended June 30, 2022.  The decrease was primarily attributable to decreases in deposit, loan and other income of $0.3 million and partially offset by an increase in bank owned life insurance ("BOLI") of $0.2 million.

Noninterest income totaled $6.2 million for the six months ended June 30, 2023, compared with $6.4 million for the six months ended June 30, 2022. Included in noninterest income were net losses on equity securities of $0.4 million and $1.0 million for the  six months ended June 30, 2023 and six months ended June 2022, respectively. Excluding the aforementioned items, noninterest income was $6.6 million and $7.4 million for the six months ended June 30, 2023 and 2022, respectively. The $0.8 million decrease in noninterest income excluding the items discussed above for the six months ended June 30, 2023 versus the comparable six-month period ended June 30, 2022 was primarily due to decreases in deposit, loan and other income of $0.7 million and a decrease in net gains on sale of loans held-for-sale of $0.6 million, partially offset by an increase in BOLI of $0.5 million.

Noninterest Expenses

Noninterest expenses totaled $35.4 million for the three months ended June 30, 2023, compared with $31.7 million for the comparable three-month period ended June 30, 2022. Noninterest expense increased by $3.7 million which was primarily attributable to increases in salaries and employee benefits of $2.1 million attributable to new hires, increases in FDIC insurance expense of $1.0 million, information technology and communication expenses of $0.8 million, other expenses of $0.7 million, marketing and advertising expenses of $0.1 million and other components of net periodic pension expense of $0.1 million, partially offset by decreases in BoeFly acquisition expense of $1.5 million, professional and consulting expenses of $0.2 million and amortization of core deposit intangibles expense of $0.1 million.

Noninterest expenses totaled $70.3 million for the six months ended June 30, 2023, compared to $60.9 million for the six months ended June 30, 2022. Noninterest expenses increased by $9.4 million and was primarily attributable to increases in salaries and employee benefits of $5.6 million attributable to new hires in both the revenue and back-office areas of the Bank. Also, contributing to the increase were increases in other expenses of $1.6 million, FDIC insurance expense of $1.3 million, information technology and communications expense of $1.0 million, occupancy and equipment expense of $0.8 million,  marketing and advertising expense of $0.3 million, professional and consulting expense of $0.2 million, other components of net periodic pension expense of $0.2 million, partially offset by decreases BoeFly acquisition expense of $1.5 million, and amortization of core deposit intangibles of $0.1 million.

Income Taxes

Income tax expense was $7.4 million for the three months ended June 30, 2023, compared to $11.9 million for the comparable three-month period ended June 30, 2022.  The decrease in income tax expense was the result of lower income before taxes. The effective tax rate for the three months ended June 30, 2023 and June 30, 2022 was 25.8% and 26.9%, respectively. The decrease in the effective tax rate when compared to the three months ended June 30, 2022 is largely attributable to lower taxable income.

Income tax expense was $16.5 million for the six months ended June 30, 2023, compared to $23.2 million for the six months ended June 30, 2022. The effective tax rate for the three months ended June 30, 2023 and June 30, 2022 was 26.3% and 26.7%, respectively. The effective tax rate for the first six months ended of 2023 was lower compared to the first six months of June 30, 2022 due to different proportions of income from non-taxable sources.

45

Financial Condition

Loan Portfolio

The following table sets forth the composition of our loan portfolio, excluding loans held-for-sale and unearned net origination fees and costs, by loan segment at the periods indicated.

	June 30, 2023					December 31, 2022					Amount Increase/
	Amount		%			Amount		%			(Decrease)
	(dollars in thousands)
Commercial	$	1,472,795		18.1	%	$	1,472,734		18.2	%	$	61
Commercial real estate		5,831,382		71.5			5,795,228		71.5			36,154
Commercial construction		596,219		7.3			574,139		7.1			22,080
Residential real estate		254,405		3.1			264,748		3.3			(10,343	)
Consumer		1,416		-			2,312		-			(896	)
Gross loans	$	8,156,217		100.0	%	$	8,109,161		100.0	%	$	47,056

As of June 30, 2023, gross loans totaled $8.2 billion, an increase of $47.1  million or 0.6%, as compared to December 31, 2022. Net loan growth was attributable to organic loan originations.

Allowance for Credit Losses and Related Provision

As of June 30, 2023, the Company’s allowance for credit losses for loans was $89.2 million, a decrease of $1.3 million from $90.5 million as of December 31, 2022. The decrease was primarily attributable to $5.5 million in net charge-offs, offset by a $4.2 million provision for credit losses.

The provision for credit losses, which includes provision for unfunded commitments, for the three and six months ended June 30, 2023 was $3.0 million and $4.0 million, respectively, compared to $3.0 million and $4.5 million, for the three and six months ended June 30, 2022, respectively.

There were $1.0 million and $5.5 million in net charge-offs for the three months and six months ended June 30, 2023, compared with $0.3 million and $0.5 million in net charge-offs for the three and six months ended June 30, 2022, respectively. The increase in net charge-offs for the three and six months ended June 30, 2023 when compared to the comparable prior period resulted from the resolution of certain nonaccrual taxi loans and one owner-occupied commercial real estate loan that were previously reserved for and, therefore, required no additional loan loss provisioning.  The ACL as a percentage of loans receivable amounted to 1.09% as of June 30, 2023 compared to 1.12% as of December 31, 2022.

The level of the allowance for the respective periods of 2023 and 2022 reflects the credit quality within the loan portfolio, loan growth, the changing composition of the commercial and residential real estate loan portfolios and other related factors. In management’s view, the level of the ACL as of June 30, 2023 is adequate to cover credit losses inherent in the loan portfolio. Management’s judgment regarding the adequacy of the allowance constitutes a “Forward-Looking Statement” under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from management’s analysis, based principally upon the factors considered by management in establishing the allowance.

46

Changes in the ACL on loans are presented in the following table for the periods indicated.

	Three Months Ended
	June 30,
	2023			2022
	(dollars in thousands)
Average loans receivable	$	8,140,859		$	7,007,207
Analysis of the ACL:
Balance - beginning of quarter	$	87,002		$	80,070
Charge-offs:
Commercial		(1,100	)		(292	)
Commercial real estate		-			(1	)
Residential real estate		(18	)		(9	)
Total charge-offs		(1,118	)		(302	)
Recoveries:
Commercial		9			-
Residential real estate		67			4
Consumer		-			28
Total recoveries		76			32
Net charge-offs		(1,042	)		(270	)
Provision for credit losses - loans		3,245			2,939
Balance - end of period	$	89,205		$	82,739
Ratio of annualized net charge-offs during the period to average loans receivable during the period		0.05	%		0.02	%
Loans receivable	$	8,148,540		$	7,274,573
ACL as a percentage of loans receivable		1.09	%		1.14	%

	Six Months Ended
	June 30,
	2023			2022
	(dollars in thousands)
Average loans receivable	$	8,129,280		$	6,939,527
Analysis of the ACL:
Balance - beginning of quarter	$	90,513		$	78,773
Charge-offs:
Commercial		(3,867	)		(341	)
Commercial real estate		(1,717	)		(226	)
Residential real estate		(18	)		(9	)
Consumer		-			-
Total charge-offs		(5,602	)		(576	)
Recoveries:
Commercial		9			1
Residential real estate		68			63
Total recoveries		77			64
Net charge-offs		(5,525	)		(512	)
Provision for credit losses - loans		4,217			4,478
Balance - end of period	$	89,205		$	82,739
Ratio of annualized net charge-offs during the period to average loans receivable during the period		0.14	%		0.01	%
Loans receivable	$	8,148,540		$	7,274,573
ACL as a percentage of loans receivable		1.09	%		1.14	%

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Asset Quality

The Company manages asset quality and credit risk by maintaining diversification in its loan portfolio and through a review processes that includes analysis of credit requests and ongoing examination of outstanding loans, delinquencies, and potential problem loans, with particular attention to portfolio dynamics and mix. The Company strives to identify loans experiencing difficulty early on, to record charge-offs promptly based on realistic assessments of current collateral values and cash flows, and to maintain an adequate allowance for credit losses at all times.

It is generally the Company’s policy to discontinue interest accruals once a loan is past due as to interest or principal payments for a period of ninety days. When a loan is placed on nonaccrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current income. Payments received on nonaccrual loans are generally applied against principal. A loan may be restored to an accruing basis when all past due amounts have been collected. Loans past due 90 days or more which are both well-secured and in the process of collection may remain on an accrual basis.

Nonperforming assets include nonaccrual loans and other real estate owned. Nonaccrual loans represent loans on which interest accruals have been suspended. In general, it is the policy of management to consider the charge-off of uncollectible amounts of loans at the point they become past due 90 days.

The following table sets forth, as of the dates indicated, the amount of the Company’s nonperforming assets:

	June 30, 2023		December 31, 2022
	(dollars in thousands)
Nonaccrual loans	$	51,496	$	44,454
OREO		-		264
Total nonperforming assets (1)	$	51,496	$	44,718

⁽¹⁾ Nonperforming assets are defined as nonaccrual loans and OREO.

Nonaccrual loans to total loans receivable	0.63	%	0.55	%
Nonperforming assets to total assets	0.53	%	0.46	%

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Investment Securities

As of June 30, 2023, the principal components of the securities portfolio were federal agency obligations, mortgage-backed securities, obligations of U.S. states and political subdivisions, corporate bonds and notes, asset-backed securities and equity securities. For the three-months ended June 30, 2023, average securities, on an amortized cost basis, increased by $115.6 million to approximately $726.3 million, or 7.9% of average total interest-earning assets, from approximately $610.5 million, or 7.8% of average interest-earning assets, as of June 30, 2022.

As of June 30, 2023, net unrealized losses on securities available-for-sale, which are carried as a component of accumulated other comprehensive loss and included in stockholders’ equity, net of tax, amounted to $64.6 million as compared with net unrealized losses of $61.8 million as of December 31, 2022. The increase in unrealized losses is predominately attributable to changes in market conditions and interest rates. Unrealized losses have not been recognized into income because the issuers are of high credit quality, we do not intend to sell, and it is likely that we will not be required to sell the securities prior to their anticipated recovery.  The decline in fair value is largely due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the securities. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes. The Company did not record an allowance for credit losses for available-for-sale as of June 30, 2023.

Interest Rate Sensitivity Analysis

The principal objective of our asset and liability management function is to evaluate the interest-rate risk included in certain balance sheet accounts; determine the level of risk appropriate given our business focus, operating environment, and capital and liquidity requirements; establish prudent asset concentration guidelines; and manage the risk consistent with Board approved guidelines. We seek to reduce the vulnerability of our operations to changes in interest rates, and actions in this regard are taken under the guidance of the Bank’s Asset Liability Committee (the “ALCO”). The ALCO generally reviews our liquidity, cash flow needs, maturities of investments, deposits and borrowings, and current market conditions and interest rates.

The Company utilizes a number of strategies to manage interest rate risk including, but not limited to: (i) balancing the types and structures of interest-earning assets and interest-bearing liabilities by diversifying mix, coupons, maturities and/or repricing characteristics (ii) reducing the overall interest rate sensitivity of liabilities by emphasizing core and/or longer-term deposits; utilizing FHLB advances and wholesale deposits for our interest rate risk profile, (iii) managing the investment portfolio for liquidity and interest rate risk profile, and (iv) entering into interest rate swap and cap agreements.

We currently utilize net interest income simulation and economic value of equity (“EVE”) models to measure the potential impact to the Bank of future changes in interest rates. As of June 30, 2023 and December 31, 2022, the results of the models were within guidelines prescribed by our Board of Directors. If model results were to fall outside prescribed ranges, action, including additional monitoring and reporting to the Board, would be required by the ALCO and the Bank’s management.

The net interest income simulation model attempts to measure the change in net interest income over the next one-year period, and over the next three-year period on a cumulative basis, assuming certain changes in the general level of interest rates.

Based on our model, which was run as of June 30, 2023, we estimated that over the next one-year period a 200 basis-point instantaneous increase in the general level of interest rates would decrease our net interest income by 1.87%, while a 100 basis-point instantaneous decrease in interest rates would decrease net interest income by 1.75%. As of December 31, 2022, we estimated that over the next one-year period a 200 basis-point instantaneous increase in the general level of interest rates would decrease our net interest income by 2.22%, while a 100 basis-point instantaneous decrease in interest rates would decrease net interest income by 2.01%.

Based on our model, which was run as of June 30, 2023, we estimated that over the next three years, on a cumulative basis, a 200 basis-point instantaneous increase in the general level of interest rates would decrease our net interest income by 1.91%, while a 100 basis-point instantaneous decrease in interest rates would decrease net interest income by 4.08%. As of December 31, 2022, we estimated that over the next three years, on a cumulative basis, a 200 basis-point instantaneous increase in the general level of interest rates would decrease our net interest income by 2.66%, while a 100 basis-point instantaneous decrease in interest rates would decrease net interest income by 3.99%.

49

An EVE analysis is also used to dynamically model the present value of asset and liability cash flows with instantaneous rate shocks of up 200 basis points and down 100 basis points. The economic value of equity is likely to be different as interest rates change. Our EVE as of June 30, 2023, would decrease by 12.72% with an instantaneous rate shock of up 200 basis points, and increase by 0.04% with an instantaneous rate shock of down 100 basis points.  Our EVE as of December 31, 2022, would decrease by 10.51% with an instantaneous rate shock of up 200 basis points, and decrease by 1.13% with an instantaneous rate shock of down 100 basis-points.

The change in interest rate sensitivity was impacted by an increases in our cash on hand position and in short and intermediate-term fixed rate funding, partially offset by the deposit mix shift into certificates of deposit, from both noninterest-bearing and interest-bearing non-maturity deposits.

The following table illustrates the most recent results for EVE and one-year NII sensitivity as of June 30, 2023.

Interest Rates	Estimated		Estimated Change in EVE						Interest Rates		Estimated		Estimated Change in NII
(basis points)	EVE		Amount			%			(basis points)		NII		Amount			%
+300	$	1,020,843		(222,517	)		(17.90	)		+300	$	243,312	$	(6,095	)		(2.44	)
+200		1,085,201		(158,159	)		(12.72	)		+200		244,744		(4,663	)		(1.87	)
+100		1,153,040		(90,320	)		(7.26	)		+100		246,111		(3,296	)		(1.32	)
0		1,243,360		-			-			0		249,407		-			-
-100		1,243,913		553			0.04			-100		245,050		(4,357	)		(1.75	)
-200		1,232,240		(11,120	)		(0.89	)		-200		238,314		(11,093	)		(4.45	)
-300		1,212,049		(31,311	)		(2.52	)		-300		232,321		(17,086	)		(6.85	)

Certain model limitations are inherent in the methodology used in the EVE and net interest income measurements. The models require the making of certain assumptions which may tend to oversimplify the way actual yields and costs respond to changes in market interest rates. The models assume that the composition of the Company’s interest sensitive assets and liabilities existing at the beginning of a period remain constant over the period being measured, thus they do not consider the Company’s strategic plans, or any other steps it may take to respond to changes in rates over the forecasted period of time. Additionally, the models assume immediate changes in interest rates, based on yield curves as of a point-in-time, which are reflected in a parallel, instantaneous and uniform manner across all yield curves, when in reality changes may rarely be of this nature. The models also utilize data derived from historical performance and as interest rates change the actual performance of loan prepayments, rate sensitivities, and average life assumptions may deviate from assumptions utilized in the models and can impact the results. Accordingly, although the above measurements provide an indication of the Company’s interest rate risk exposure at a particular point in time, such measurements are not intended to provide a precise forecast of the effect of changes in market interest rates. Given the unique nature of the post-pandemic interest rate environment and the speed with which interest rates have been changing, the projections noted above on the Company’s EVE and net interest income and can be expected to differ from actual results.

Estimates of Fair Value

The estimation of fair value is significant to a number of the Company’s assets, including loans held-for-sale and securities available-for-sale. These are all recorded at either fair value or the lower of cost or fair value. Fair values are volatile and may be influenced by a number of factors. Circumstances that could cause estimates of the fair value of certain assets and liabilities to change include a change in prepayment speeds, discount rates, or market interest rates. Fair values for most available-for-sale securities are based on quoted market prices. If quoted market prices are not available, fair values are based on judgments regarding future expected loss experience, current economic condition risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Impact of Inflation and Changing Prices

The consolidated financial statements and notes thereto presented elsewhere herein have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations; unlike most industrial companies, nearly all of the Company’s assets and liabilities are monetary. As a result, interest rates have a greater impact on performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

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Liquidity

Liquidity is a measure of a bank’s ability to fund loans, withdrawals or maturities of deposits, and other cash outflows in a cost-effective manner. Our principal sources of funds are deposits, scheduled amortization and prepayments of loan principal, maturities of investment securities, and funds provided by operations. While scheduled loan payments and maturing investments are relatively predictable sources of funds, deposit flow and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.

As of June 30, 2023, the amount of liquid assets remained at a level management deemed adequate to ensure that, on a short and long-term basis, contractual liabilities, depositors’ withdrawal requirements, and other operational and client credit needs could be satisfied. As of June 30, 2023, liquid assets (cash and due from banks, interest-bearing deposits with banks and unencumbered investment securities) were $591.8 million, which represented 6.1% of total assets and 7.1% of total deposits and borrowings, compared to $760.0 million as of December 31, 2022, which represented 7.9% of total assets and 9.3% of total deposits and borrowings. As of June 30, 2023, not included in the above liquid assets were securities with a market value of $249.5 million which were pledged to either the Federal Reserve Bank’s Bank Term Funding Program (“BTFP”), or the Federal Home Loan Bank, which carry aggregate unutilized borrowing capacity of $272.9 million as of June 30, 2023.

The Bank is a member of the Federal Home Loan Bank of New York and, based on available qualified collateral as of June 30, 2023, had the ability to borrow $2.9 billion. The Bank also has two credit facilities established with the Federal Reserve Bank of New York for direct discount window borrowings and BTFP capacity based on pledged collateral had the ability to borrow $1.3 billion. In addition, as of June 30, 2023, the Bank had in place borrowing capacity of $390 million through correspondent banks and other unsecured borrowing lines. As of June 30, 2023, the Bank had aggregate available and unused credit of approximately $3.3 billion, which represents the aforementioned facilities totaling $4.6 billion net of $1.4 billion in outstanding borrowings and letters of credit. As of June 30, 2023, outstanding commitments for the Bank to extend credit were approximately $1.2 billion.

Cash and cash equivalents totaled $319.9 million as of June 30, 2023, increasing by $51.6 million from $268.3 million as of December 31, 2022.  Operating activities provided $37.6 million in net cash.  Investing activities used $36.3 million in net cash, primarily reflecting an increase in loans and investment securities.  Financing activities provided $50.3 million in net cash, primarily reflecting an increase in FHLB advances of $1.4 billion and deposits of $181.9 million and partially offset by repayment of borrowings of $1.4 billion.

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Deposits

Total deposits increased by $181.7 million, or 2.5%, to $7.5 billion as of June 30, 2023 from December 31, 2022. The increase was primarily due to increases in time deposits and interest-bearing and NOW deposits partially offset by a decrease in demand, noninterest-bearing deposits and savings deposits. The following table sets forth the composition of our deposit base by the periods indicated.

											Amount
	June 30, 2023					December 31, 2022					Increase/
	Amount		%			Amount		%			(Decrease)
	(dollars in thousands)
Demand, noninterest-bearing	$	1,356,293		18.0	%	$	1,501,614		20.4	%	$	(145,321	)
Demand, interest-bearing and NOW		3,203,160		42.5			3,085,613		41.9			117,547
Savings		357,696		4.7			375,205		5.1			(17,509	)
Time		2,621,148		34.8			2,394,190		32.6			226,958
Total deposits	$	7,538,297		100.0	%	$	7,356,622		100.0	%	$	181,675

Subordinated Debentures

During December 2003, Center Bancorp Statutory Trust II, a statutory business trust and wholly owned subsidiary of the Parent Corporation issued $5.0 million of MMCapS capital securities to investors due on January 23, 2034. The trust loaned the proceeds of this offering to the Company and received in exchange $5.2 million of the Parent Corporation’s subordinated debentures. The subordinated debentures are redeemable in whole or part. The floating interest rate on the subordinated debentures is three-month LIBOR plus 2.85% and re-prices quarterly. The rate as of June 30, 2023 was 8.15%. Upon the cessation of publication of  LIBOR rates  and pursuant to the Federal  LIBOR Act and Federal Reserve regulations implementing the Act, applicable US Dollar LIBOR indexed instruments like the Company’s outstanding $5.0 million of MMCapS capital securities  will convert to a new index based on CME Term SOFR, as defined in the LIBOR Act, plus a tenor spread adjustment, which is referred to as the Benchmark Replacement. Effective for quarterly interest rate resets after July 3, 2023 the subordinated debentures’ floating rate will be three-month CME Term SOFR plus 2.85% plus a tenor spread adjust of 0.26161%. Had the interest rate contractually reset on June 30, 2023, the three-month term CME Term SOFR would have been 5.27%, and, based upon the benchmark replacement interest rate formula, that would compute an interest rate of 8.38%.

During June 2020, the Parent Corporation issued $75 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the “2020 Notes”). The 2020 Notes bear interest at 5.75% annually from, and including, the date of initial issuance to, but excluding, September 15, 2025 or the date of earlier redemption, payable semi-annually in arrears on September 15 and December 15 of each year, commencing December 15, 2020. From and including September 15, 2025 through maturity or earlier redemption, the interest rate shall reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR (as defined in the Second Supplemental Indenture), plus 560.5 basis points, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2025. Notwithstanding the foregoing, if the benchmark rate is less than zero, then the benchmark rate shall be deemed to be zero.

During January 2018, the Parent Corporation issued $75 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the “Notes”) to certain accredited investors. The net proceeds from the sale of the Notes were used in the first quarter of 2018 for general corporate purposes, which included the Parent Corporation contributing $65 million of the net proceeds to the Bank in the form of debt and common equity. The Notes were non-callable for five years, had a stated maturity of February 1, 2028 and bore interest at a rate that reset quarterly to the current three-month LIBOR rate plus 284 basis points.  The 2018 Notes were redeemed in full on February 1, 2023.

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Stockholders’ Equity

The Company’s stockholders’ equity was $1.2 billion as of June 30, 2023, an increase of $20.6 million from December 31, 2022. The increase in stockholders’ equity was primarily attributable to retained earnings, in addition to an increase in additional paid-in capital, partially offset by a decrease in accumulated other comprehensive income, reflecting the after-tax decline in the fair value of investment securities net of unrealized hedge gains recorded in other assets, and an increase in treasury stock. As of June 30, 2023, the Company’s tangible common equity ratio and tangible book value per share were 9.19% and $22.34, respectively. As of December 31, 2022, the tangible common equity ratio and tangible book value per share were 9.04% and $21.71, respectively. Total goodwill and other intangible assets were approximately $214.9 million and $215.7 million, as of June 30, 2023 and December 31, 2022, respectively.  

The following table shows the reconciliation of common equity to tangible common equity and the tangible common equity ratio.

	June 30, 2023			December 31, 2022
	(dollars in thousands, except for share and per share data)
Common equity	$	1,088,470		$	1,067,824
Less: intangible assets		(214,941	)		(215,684	)
Tangible common stockholders’ equity	$	873,529		$	852,140
Total assets	$	9,723,963		$	9,644,948
Less: intangible assets		(214,941	)		(215,684	)
Tangible assets	$	9,509,022		$	9,429,264
Common stock outstanding at period end		38,936,652			39,243,123
Tangible common equity ratio (1)		9.19	%		9.04	%
Book value per common share	$	27.95		$	27.21
Less: intangible assets		5.52			5.50
Tangible book value per common share	$	22.43		$	21.71

(1) Tangible common equity ratio is a non-GAAP measure.

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Regulatory Capital and Capital Adequacy

The maintenance of a solid capital foundation is a primary goal for the Company. Accordingly, capital plans, stock repurchases and dividend policies are monitored on an ongoing basis. The Company’s objective with respect to the capital planning process is to effectively balance the retention of capital to support future growth with the goal of providing stockholders with an attractive long-term return on their investment.

The Company and the Bank are subject to regulatory guidelines establishing minimum capital standards that involve quantitative measures of assets, and certain off-balance sheet items, as risk-adjusted assets under regulatory accounting practices.

The following is a summary of regulatory capital amounts and ratios as of June 30, 2023 for the Company and the Bank, compared with minimum capital adequacy requirements and the regulatory requirements for classification as a well-capitalized depository institution (for the Bank).

	ConnectOne Bancorp, Inc.					For Capital Adequacy Purposes					To Be Well-Capitalized Under Prompt Corrective Action Provisions
The Company	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2023	(dollars in thousands)
Tier 1 leverage capital	$	1,023,292		10.62	%	$	385,355		4.00	%		NA		NA
CET I risk-based ratio		907,210		10.55			386,956		4.50			NA		NA
Tier 1 risk-based capital		1,023,292		11.90			515,941		6.00			NA		NA
Total risk-based capital		1,189,670		13.83			687,921		8.00			NA		NA

N/A - not applicable

	ConnectOne Bank					For Capital Adequacy Purposes					To Be Well-Capitalized Under Prompt Corrective Action Provisions
The Bank	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2023						(dollars in thousands)
Tier 1 leverage capital	$	1,054,606		10.95	%	$	385,141		4.00	%		481,426		5.00	%
CET I risk-based ratio		1,054,606		12.26			386,949		4.50			558,926		6.50
Tier 1 risk-based capital		1,054,606		12.26			515,931		6.00			687,909		8.00
Total risk-based capital		1,145,984		13.33			687,909		8.00			859,886		10.00

As of June 30, 2023, both the Company and Bank satisfy the capital conservation buffer requirements applicable to them. The lowest ratio at the Company is the Total Risk Based Capital Ratio which was 3.34% above the minimum buffer ratio and, at the Bank, the lowest ratio was the Total Risk Based Capital Ratio which was 2.83% above the minimum buffer ratio.

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Item 3. Qualitative and Quantitative Disclosures about Market Risks

Market Risk

Interest rate risk management is our primary market risk.  See “Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations - Interest Rate Sensitivity Analysis” herein for a discussion of our management of our interest rate risk.

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Item 4. Controls and Procedures

a) Disclosure controls and procedures. As of the end of the Company’s most recently completed fiscal quarter covered by this report, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s chief executive officer and chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and are operating in an effective manner and that such information is accumulated and communicated to management, including the Company’s chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

b) Changes in internal controls over financial reporting. There have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not subject to any legal proceedings, which could have a materially adverse impact on its results of operations and financial condition.

Item 1a. Risk Factors

There have been no material changes to the risks inherent in our business from those described under Item 1A – Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022, with the exception of:

Risks Related to Recent Events Impacting the Financial Services Industry:

Recent events impacting the financial services industry, including the failures of Silicon Valley Bank, Signature Bank and First Republic Bank, have resulted in increased volatility and reduced valuations of equity and other securities of banks in the capital markets. In addition, the Federal Reserve, in order to combat inflation, has employed quantitative tightening in order to reduce the size of its balance sheet, resulting in increased competition and costs for bank deposits and an increased risk of an economic recession. These recent events have, and could continue to, increase competition for deposits and adversely impact the market price and volatility of the Company’s common stock.

These recent events may also result in potentially adverse changes to laws or regulations governing banks and bank holding companies or result in the impositions of restrictions through supervisory or enforcement activities, including higher capital requirements, which could have a material impact on our business. We may be impacted by concerns regarding the soundness or creditworthiness of other financial institutions, which can cause substantial disruption within the financial markets and increased expenses. The cost of resolving the recent bank failures may prompt the FDIC to increase its premiums above the recently increased levels or to issue additional special assessments.

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

Share Repurchase Program

Historically, repurchases have been made from time to time as, in the opinion of management, market conditions warranted, in the open market or in privately negotiated transactions. During the quarter ended June 30, 2023, the Company repurchased a total of 270,000 shares. As of  June 30, 2023, shares remaining for repurchase under the program were 1,342,477.

The following table details share repurchases for the three months ended June 30, 2023:

	Total Number of Shares Purchased		Average Price Paid per Share		Cumulative Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2023 - April 30, 2023		-		0.00		-		1,612,477
May 1, 2023 - May 31, 2023		150,000		14.19		150,000		1,462,477
June 1, 2023 - June 30, 2023		120,000		16.66		270,000		1,342,477

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Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5 Other Information

Not applicable

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Item 6. Exhibits

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer of the Parent Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer of the Parent Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer of the Parent Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer of the Parent Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

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

CONNECTONE BANCORP, INC.

(Registrant)

By:	/s/ Frank Sorrentino III	By:	/s/ William S. Burns
	Frank Sorrentino III		William S. Burns
	Chairman and Chief Executive Officer		Senior Executive Vice President and Chief Financial Officer
	Date: August 4, 2023		Date: August 4, 2023

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