UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~(Mark One)~~

(Mark One)

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

~~For the Quarterly Period Ended September 30, 2017~~


For the Quarterly Period Ended March 31, 2021

OR

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

	For the transition period from __________ to __________

~~For the transition period from _______ to _______~~

Commission File Number: 000-11486

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CONNECTONE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

52-1273725

(State or Other Jurisdiction of

~~(IRS Employer~~

Incorporation or Organization)

(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

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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes☒No☐

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

Large accelerated filer☐ ☒

Accelerated filer☒ ☐

Non-accelerated filer☐

~~Smaller reporting company~~☐

(Do not check if smaller

reporting company)

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:	~~32,015,317~~ 39,773,602 shares
(Title of Class)	(Outstanding as of ~~November 3, 2017)~~May 7, 2021)

Table of Contents

Table of Contents

		Page

PART I – FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Consolidated Statements of Condition ~~at September 30, 2017~~as of March 31, 2021 (unaudited) and December 31, ~~2016~~2020	3
	Consolidated Statements of Income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~ 2020(unaudited)	4
	Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~ 2020(unaudited)	5
	Consolidated Statements of Changes in Stockholders’ Equity for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~ 2020 (unaudited)	6
	Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8 9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44 40
Item 3.	Qualitative and Quantitative Disclosures about Market Risks	58 52
Item 4.	Controls and Procedures	59 53
PART II – OTHER INFORMATION	54
Item 1.	Legal Proceedings	60 54
Item 1a.	Risk Factors	60 54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61 54
Item 3.	Defaults Upon Senior Securities	61 54
Item 4.	Mine Safety Disclosures	61 54
Item 5.	Other Information	61 54
Item 6.Exhibits	~~Exhibits~~	62 55
SIGNATURES	56

Table of Contents

Item 1. Financial Statements

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION

September 30, December 31,
(in thousands, except for share data) 2017 2016
(unaudited)
ASSETS
Cash and due from banks $ 41,114 $ 37,150
Interest-bearing deposits with banks 100,148 163,249
Cash and cash equivalents 141,262 200,399

Securities available-for-sale 400,516 353,290

Loans held-for-sale (net of valuation allowance of $15,287 and $-0-, respectively) 89,386 78,005

Loans receivable 3,889,289 3,475,832
Less: Allowance for loan losses 29,870 25,744
Net loans receivable 3,859,419 3,450,088

Investment in restricted stock, at cost 29,672 24,310
Bank premises and equipment, net 21,917 22,075
Accrued interest receivable 14,841 12,965
Bank owned life insurance 110,762 98,359
Other real estate owned - 626
Goodwill 145,909 145,909
Core deposit intangibles 2,533 3,088
Other assets 28,538 37,234
Total assets $ 4,844,755 $ 4,426,348
LIABILITIES
Deposits:
Noninterest-bearing $ 719,582 $ 694,977
Interest-bearing 2,904,187 2,649,294
Total deposits 3,623,769 3,344,271
Borrowings 585,124 476,280
Subordinated debentures (net of debt issuance costs of $498 and $621, respectively) 54,657 54,534
Other liabilities 23,514 20,231
Total liabilities 4,287,064 3,895,316

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY

Common stock, no par value, authorized 50,000,000 shares; issued 34,079,239 shares at September 30, 2017 and 34,018,731 at December 31, 2016; outstanding 32,015,317 shares at September 30, 2017 and 31,948,307 at December 31, 2016 412,546 412,726
Additional paid-in capital 12,840 11,407
Retained earnings 151,851 126,462
Treasury stock, at cost (2,063,922 common shares at September 30, 2017 and December 31, 2016) (16,717 ) (16,717 )
Accumulated other comprehensive loss (2,829 ) (2,846 )
Total stockholders’ equity 557,691 531,032
Total liabilities and stockholders’ equity $ 4,844,755 $ 4,426,348

(unaudited)

March 31,

December 31,
(in thousands, except for share data)

2021

2020

(unaudited)

ASSETS

Cash and due from banks

$
48,250

$
63,637

Interest-bearing deposits with banks

211,842

240,119

Cash and cash equivalents

260,092

303,756

Securities available-for-sale

442,023

487,955

Equity securities

13,200

13,387

Loans held-for-sale

6,900

4,710

Loans receivable

6,277,191

6,236,307

Less: Allowance for credit losses (loans)

80,568

79,226

Net loans receivable

6,196,623

6,157,081

Investment in restricted stock, at cost

22,483

25,099

Bank premises and equipment, net

29,296

30,108

Accrued interest receivable

35,249

35,317

Bank owned life insurance

167,024

165,960

Right of use operating lease assets

13,469

16,159

Goodwill

208,372

208,372

Core deposit intangibles

10,470

10,977

Other assets

44,438

88,458

Total assets

$
7,449,639

$
7,547,339

LIABILITIES

Deposits:

Noninterest-bearing

$
1,384,961

$
1,339,108

Interest-bearing

4,566,373

4,620,116

Total deposits

5,951,334

5,959,224

Borrowings

359,710

425,954

Subordinated debentures, net

152,724

202,648

Lease liabilities
15,260
18,026
Other liabilities

34,974

26,177

Total liabilities

6,514,002

6,632,029

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY

Preferred Stock:

Authorized 5,000,000 shares

0-

0-

Common stock, no par value:

Authorized 50,000,000 shares; issued 42,525,864 shares as of March 31, 2021 and 42,444,031 shares as of December 31, 2020; outstanding 39,773,602 shares as of March 31, 2021 and 39,785,398 as of December 31, 2020

586,946

586,946

Additional paid-in capital

23,621

23,887

Retained earnings

358,441

331,951

Treasury stock, at cost 2,752,262 common shares as of March 31, 2021 and 2,658,633 as of December 31, 2020

(32,682
)

(30,271
)
Accumulated other comprehensive (loss) income

(689
)

2,797
Total stockholders’ equity

935,637

915,310

Total liabilities and stockholders’ equity

$
7,449,639

$
7,547,339

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

      Three Months Ended       Nine Months Ended
September 30, September 30,
(in thousands, except for per share data) 2017       2016 2017       2016
Interest income
Interest and fees on loans $        43,241 $        37,803 $        121,879 $        109,381
Interest and dividends on securities:
Taxable 1,695 1,774 5,042 5,879
Tax-exempt 870 988 2,655 2,867
Dividends 362 352 982 1,074
Interest on federal funds sold and other short-term investments 170 261 555 541
Total interest income 46,338 41,178 131,113 119,742
Interest expense
Deposits 6,113 5,159 16,717 13,532
Borrowings 3,206 2,995 9,135 9,472
Total interest expense 9,319 8,154 25,852 23,004
Net interest income 37,019 33,024 105,261 96,738
Provision for loan losses 1,450 6,750 4,000 13,500
Net interest income after provision for loan losses 35,569 26,274 101,261 83,238
Noninterest income
Annuities and insurance commissions - 68 39 140
Income on bank owned life insurance 985 615 2,402 1,843
Net gains on sale of loans held-for-sale 50 56 120 147
Deposit, loan and other income 721 706 2,023 1,984
Net gains on sales of securities available-for-sale - 4,131 1,596 4,234
Total noninterest income 1,756 5,576 6,180 8,348
Noninterest expenses
Salaries and employee benefits 8,872 7,791 25,710 23,143
Occupancy and equipment 1,969 2,049 6,215 6,450
FDIC insurance 840 745 2,550 1,955
Professional and consulting 740 667 2,192 2,078
Marketing and advertising 225 293 770 817
Data processing 1,176 1,002 3,474 3,036
Amortization of core deposit intangible 169 193 555 627
Increase in valuation allowance, loans held-for-sale 3,000 - 15,325 -
Other expenses 1,650 1,811 5,402 5,150
Total noninterest expenses 18,641 14,551 62,193 43,256
Income before income tax expense 18,684 17,299 45,248 48,330
Income tax expense 5,607 5,443 12,608 15,224
Net income 13,077 11,856 32,640 33,106
Less: Preferred stock dividends - - - 22
Net income available to common stockholders $ 13,077 $ 11,856 $ 32,640 $ 33,084

Earnings per common share:
Basic $ 0.41 $ 0.39 $ 1.02 $ 1.10
Diluted 0.41 0.39 1.01 1.09

Dividends per common share $ 0.075 $ 0.075 $ 0.225 $ 0.225

Three Months Ended

March 31,
(dollars in thousands, except for per share data)

2021

2020
Interest income

Interest and fees on loans

$
70,462

$
72,936

Interest and dividends on investment securities:

Taxable

1,088

2,066

Tax-exempt

766

813

Dividends

256

400

Interest on federal funds sold and other short-term investments

49

499

Total interest income

72,621

76,714

Interest expense

Deposits

7,585

17,212

Borrowings

3,873

4,221

Total interest expense

11,458

21,433

Net interest income

61,163

55,281

(Reversal of) provision for credit losses

(5,766
)

16,000

Net interest income after provision for credit losses

66,929

39,281

Noninterest income

Deposit, loan and other income

1,168

1,287

Income on bank owned life insurance

1,064

967

Net gains on sale of loans held-for-sale

707

393

Net gains on sale of investment securities

0-

29

Gain on sale of branches

674

0-

Net (losses) gains on equity securities

(187
)

178

Total noninterest income

3,426

2,854

Noninterest expenses

Salaries and employee benefits

15,632

14,593

Occupancy and equipment

3,404

3,471

FDIC insurance

935

856

Professional and consulting

1,956

1,574

Marketing and advertising

241

304

Data processing

1,536

1,473

Merger expenses

0-

9,494

Amortization of core deposit intangibles

507

652

Other components of net periodic pension expense

(67
)

(30
)
Other expenses

2,341

2,671

Total noninterest expenses

26,485

35,058

Income before income tax expense

43,870

7,077

Income tax expense

10,871

1,047

Net income

$
32,999

$
6,030

Earnings per common share

Basic

$
0.83

$
0.15

Diluted

0.82

0.15

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

      Three Months Ended       Nine Months Ended
September 30, September 30,
(in thousands) 2017       2016 2017       2016
Net income $        13,077 $        11,856 $        32,640 $        33,106
Other comprehensive income:
Unrealized gains and losses:
Unrealized holding gains (losses) on available-for-sale securities arising during the period 415 (523 ) 1,332 1,551
Tax effect (165 ) 187 (525 ) (634 )
Net of tax 250 (336 ) 807 917
Unrealized gains on securities transferred from held-to-maturity to available-for-sale the period - 10,069 - 10,069
Tax effect - (3,815 ) - (3,815 )
Net of tax - 6,254 6,254
Reclassification adjustment for realized gains included in net income - (4,131 ) (1,596 ) (4,234 )
Tax effect - 1,640 579 1,682
Net of tax - (2,491 ) (1,017 ) (2,552 )
Amortization of unrealized net losses on held-to-maturity securities transferred from available-for-sale securities - 1,890 - 1,986
Tax effect - (774 ) - (813 )
Net of tax 1,116 - 1,173

Unrealized gains (losses) on cash flow hedges 119 644 76 (1,081 )
Tax effect (48 ) (263 ) (31 ) 441
Net of tax 71 381 45 (640 )
Unrealized pension plan gains and losses:
Unrealized pension plan losses before reclassifications - - (2 ) (1 )
Tax effect - - 1 -
Net of tax - - (1 ) (1 )
Reclassification adjustment for amortization included in net income 103 204 309 306
Tax effect (42 ) (83 ) (126 ) (124 )
Net of tax 61 121 183 182
Total other comprehensive income 382 5,045 17 5,333
Total comprehensive income $ 13,459 $ 16,901 $ 32,657 $ 38,439

Three Months Ended

March 31,
(dollars in thousands)

2021

2020
Net income

$
32,999

$
6,030

Other comprehensive income:

Unrealized holding (losses) gains on available-for-sale securities arising during the period

(5,440
)

6,252

Tax effect

1,432

(1,691
)
Net of tax

(4,008
)

4,561

Reclassification adjustment for realized gains on securities included in net income

0-

(29
)
Tax effect

0-

6

Net of tax

0-

(23
)

Unrealized gains (losses) on cash flow hedge

24

(2,749
)
Tax effect

(11
)

773

Net of tax

13

(1,976
)

Reclassification adjustment for realized losses (gains) included in net income

631

(7
)
Tax effect

(177
)

2

Net of tax

454

(5
)

Reclassification adjustment for realized losses on pension plan included in net income

75

75

Tax effect

(20
)

(21
)
Net of tax

55

54

Total other comprehensive (loss) income

(3,486
)

2,611

Total comprehensive income

$
29,513

$
8,641

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

Accumulated
Additional Other Total
(dollars in thousands, except for per Preferred Common Paid-In Retained Treasury Comprehensive Stockholders’
share data) Stock Stock Capital Earnings Stock (Loss) Income Equity
Balance as of December 31, 2015 $ 11,250 $ 374,287 $ 8,527 $ 104,606 $ (16,717 ) $ (4,609 ) $ 477,344
Net income - - - 33,106 - - 33,106
Other comprehensive income, net of tax - - - - - 5,333 5,333
Dividend on series B preferred stock - - - (22 ) - - (22 )
Cash dividends declared on common stock ($0.225 per share) - - - (6,805 ) - - (6,805 )

Redemption of preferred stock (11,250 ) - - - - - (11,250 )
Exercise of stock options (36,135 shares) - - 232 - - - 232
Restricted stock and performance units grants (75,520 shares) - - - - - - -
Stock-based compensation expense - - 1,650 - - - 1,650

Balance as of September 30, 2016 $ - $ 374,287 $ 10,409 $ 130,885 $ (16,717 ) $ 724 $ 499,588

Balance as of December 31, 2016 $ - $ 412,726 $ 11,407 $ 126,462 $ (16,717 ) $ (2,846 ) $ 531,032
Net income - - - 32,640 - - 32,640
Other comprehensive income, net of tax - - - - - 17 17
Cash dividends declared on common stock ($0.225 per share) - - - (7,251 ) - - (7,251 )

Stock issuance costs - (180 ) - - - - (180 )
Exercise of stock options (10,846 shares) - - 118 - - - 118
Restricted stock grants (57,164 shares) - - - - - - -
Stock-based compensation expense - - 1,315 - - - 1,315

Balance as of September 30, 2017 $ - $ 412,546 $ 12,840 $ 151,851 $ (16,717 ) $ (2,829 ) $ 557,691

Accumulated

Additional

Other

Total
(dollars in thousands, except

Preferred

Common

Paid-In

Retained

Treasury

Comprehensive

Stockholders’
for per share data)

Stock

Stock

Capital

Earnings

Stock

(Loss) Income

Equity
Balance as of December 31, 2019

$
0-

$
468,571

$
21,344

$
271,782

$
(29,360
)

$
(1,147
)

$
731,190

Net income

-

-

-

6,030

-

-

6,030

Other comprehensive income, net of tax

-

-

-

-

-

2,611

2,611

Cash dividends declared on common stock ($0.090 per share)

-

-

-

(3,987
)

-

-

(3,987
)
Exercise of stock options (25,413 shares)

-

-

163

-

-

-

163

Restricted stock grants (20,684 shares)

-

-

0-

-

-

-

0-

Net shares issued in satisfaction of restricted stock units earned (16,599 shares)

-
-
-
-
-
-
0-
Net shares issued in satisfaction of performance units earned (22,402 shares)
-
-
-
-
-
-
0-
Share redemption for tax withholdings on performance units and restricted stock units earned

-

-

(297
)

-

-

-

(297
)
Repurchase of treasury stock (54,693 shares)

-

-

-

-

(911
)

-

(911
)
Stock issued (4,602,450 shares) in acquisition of Bancorp of New Jersey

-

118,375

-

-

-

-

118,375

Stock-based compensation

-

-

536

-

-

-

536

Balance as of March 31, 2020

$
0-

$
586,946

$
21,746

$
273,825

$
(30,271
)

$
1,464

$
853,710

Balance as of December 31, 2020

$
0-

$
586,946

$
23,887

$
331,951

$
(30,271
)

$
2,797

$
915,310

Cumulative effect of change in accounting principle (see note 1b. “Authoritative Accounting Guidance Presentation”), net of tax
-
-
-
(2,925
)
-
-
(2,925
)
Balance as of January 1, 2021 as adjusted for changes in accounting principle
0-
586,946
23,887
329,026
(30,271
)
2,797
912,385
Net income

-

-

-

32,999

-

-

32,999

Other comprehensive loss, net of tax

-

-

-

-

-

(3,486
)

(3,486
)
Cash dividends declared on common stock ($0.11 per share)

-

-

-

(3,584
)

-

-

(3,584
)
Exercise of stock options (5,449 shares)

-

-

45

-

-

-

45

Restricted stock grants (26,769 shares)

-

-

0-

-

-

-

0-

Stock grants (446 shares)
-
-
0-
-
-
-
0-
Net shares issued in satisfaction of restricted stock units earned (14,711 shares)

-
-
-
-
-
-
0-
Net shares issued in satisfaction of performance units earned (34,458 shares)
-
-
-
-
-
-
0-
Share redemption for tax withholdings on performance units and restricted stock units earned

-

-

(1,283
)

-

-

-

(1,283
)
Repurchase of treasury stock (93,629 shares)

-

-

-

-

(2,411
)

-

(2,411
)
Stock-based compensation

-

-

972

-

-

-

972

Balance as of March 31, 2021

$
0-

$
586,946

$
23,621

$
358,441

$
(32,682
)

$
(689
)

$
935,637

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

      Nine Months Ended
September 30,
(dollars in thousands) 2017       2016
Cash flows from operating activities
Net income $        32,640 $        33,106
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment 2,364 2,084
Provision for loan losses 4,000 13,500
Increase in valuation allowance 15,325 -
Amortization of intangibles 555 627
Net accretion of loans (1,106 ) (3,381 )
Accretion on bank premises (58 ) (94 )
Accretion on deposits (19 ) (167 )
Accretion on borrowings (156 ) (250 )
Stock-based compensation 1,315 1,650
Gains on sales of investment securities, net (1,596 ) (4,234 )
Gains on sales of loans held-for-sale, net (120 ) (147 )
Gains on sales of fixed assets, net (8 ) -
Loans originated for resale (6,790 ) (6,399 )
Proceeds from sale of loans held-for sale 12,015 4,948
Net loss (gain) on sale of other real estate owned 82 (182 )
Increase in cash surrender value of bank owned life insurance (2,402 ) (1,843 )
Amortization of premiums and accretion of discounts on investments securities, net 1,808 1,148
(Increase) decrease in accrued interest receivable (1,876 ) 48
Decrease (increase) in other assets 8,894 (2,813 )
Increase (decrease) in other liabilities 3,444 (981 )
Net cash provided by operating activities 68,311 36,620
Cash flows from investing activities
Investment securities available-for-sale:
Purchases (138,945 ) (114,844 )
Sales 29,543 85,253
Maturities, calls and principal repayments 61,700 109,452
Investment securities held-to-maturity:
Purchases - (1,000 )
Maturities and principal repayments - 14,758
Net (purchases) redemptions of restricted investment in bank stocks (5,362 ) 8,077
Payments on loans held-for-sale 2,841 -
Net increase in loans (447,457 ) (359,945 )
Proceeds from sales of fixed assets 8 -
Purchases of premises and equipment (2,148 ) (1,769 )
Purchases of bank owned life insurance (10,000 ) (17,000 )
Proceeds from sale of other real estate owned 1,124 2,992
Net cash used in investing activities (508,696 ) (274,026 )
Cash flows from financing activities
Net increase in deposits 279,517 478,150
Advances of Federal Home Loan Bank (“FHLB”) borrowings 780,000 375,000
Repayments of FHLB borrowings (656,000 ) (565,000 )
Repayment of repurchase agreement (15,000 ) -
Cash dividends paid on common stock (7,207 ) (6,805 )
Cash dividends paid on preferred stock - (22 )
Common stock issuance costs (180 ) -
Redemption of preferred stock - (11,250 )
Proceeds from exercise of stock options 118 232
Net cash provided by financing activities 381,248 270,305
Net change in cash and cash equivalents (59,137 ) 32,899
Cash and cash equivalents at beginning of period 200,399 200,895
Cash and cash equivalents at end of period $ 141,262 $ 233,794
Supplemental disclosures of cash flow information
Cash payments for:
Interest paid on deposits and borrowings $ 25,807 $ 22,791
Income taxes 4,670 18,195
Supplemental disclosures of noncash investing activities
Transfer of loans to other real estate owned $ 580 $ 887
Transfer of loans from held-for-investment to held-for-sale 34,652 13,514
Transfer of investment securities from held-to-maturity to available-for-sale - 209,855

Three Months Ended

March 31,
(dollars in thousands)

2021

2020
Cash flows from operating activities

Net income

$
32,999

$
6,030

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of premises and equipment

880

949

(Reversal of) provision for credit losses

(5,766
)

16,000

Amortization of intangibles

507

652

Net accretion of loans

(1,406
)

(1,996
)
Accretion on bank premises

(23
)

(23
)
Accretion on deposits

(650
)

(1,503
)
(Accretion) amortization on borrowings, net

(17
)

43

Stock-based compensation

972

536

Gains on sales of securities available-for-sale, net

0-

(29
)
Losses (gains) on equity securities, net

187

(178
)
Gains on sale of loans held-for-sale, net

(707
)

(393
)
Loans originated for resale

(23,348
)

(5,186
)
Proceeds from sale of loans held-for-sale

21,856

17,324

Gain on sale of branches
(674
)
0-
Net losses on disposition of other premises and equipment
22
0-
Increase in cash surrender value of bank owned life insurance

(1,064
)

(968
)
Amortization of premiums and accretion of discounts on securities available-for-sale

1,605

1,101

Amortization of subordinated debentures issuance costs

76

82

Decrease increase in accrued interest receivable

68

(458
)
Net change in operating leases

(131
)

(19
)
Decrease in other assets

47,156

17,366

Increase (decrease) in other liabilities

7,589

(2,869
)
Net cash provided by operating activities

80,131

46,461

Cash flows from investing activities

Securities available-for-sale:

Purchases

(33,305
)

(86,731
)
Sales

0-

19,624

Maturities, calls and principal repayments

72,193

50,294

Net purchases (redemptions) of restricted investment in bank stocks

2,616

(8,094
)
Purchases of equity securities

0-

(2,000
)
Payments on loans held-for-sale

9

75

Net increase in loans

(36,553
)

(130,187
)
Purchases of bank owned life insurance

0-

(25,000
)
Purchases of premises and equipment

(67
)

(1,728
)
Proceeds from sale of branches
729
0-
Proceeds from sale of OREO

0-

992

Cash and cash equivalents acquired in acquisition, net

0-

87,391
Net cash provided by (used) in investing activities

5,622

(95,364
)

Cash flows from financing activities

Net decrease in deposits

(7,240
)

(42,225
)
Advances of Federal Home Loan Bank (“FHLB”) borrowings

0-

980,000

Repayments of FHLB borrowings

(66,227
)

(803,222
)
Decrease in subordinated debt
(50,000
)
0-
Cash dividends paid on common stock

(3,584
)

(3,576
)
Repurchase of treasury stock

(2,411
)

(911
)
Proceeds from exercise of stock options

45

163

Net cash (used in) provided by financing activities

(129,417
)

130,229

Net change in cash and cash equivalents

(43,664
)

81,326

Cash and cash equivalents at beginning of period

303,756

201,483

Cash and cash equivalents at end of period

$
260,092

$
282,809

Table of Contents

(continued)

Supplemental disclosures of cash flow information

Cash payments for:

Interest paid on deposits and borrowings

$
11,690

$
24,627

Income taxes

4,350

7,476

Supplemental disclosures of noncash activities

Investing:

Transfer of loans from held-for-investment to held-for-sale

$
0-

10,995

Business combinations:

Fair value of assets acquired

$
0-

$
949,276

Fair value of liabilities assumed

0-

852,729

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~(unaudited)~~

(unaudited)

Note 1.1a. Nature of Operations, ~~and~~ 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. The Parent Corporation’s business currently consists of the operation of its wholly-owned subsidiary, ConnectOne Bank (the “Bank” and, collectively with the Parent Corporation and the Parent Corporation’s subsidiaries, the “Company”). The Bank’s subsidiaries include Union Investment Co. (a New Jersey investment company), Twin Bridge Investment Co. (a ~~Delaware~~New Jersey 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), ~~and~~ 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 online business lending marketplace).

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~~twenty-five 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.

The preceding unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ~~and nine months~~ ended ~~September 30, 2017~~March 31, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, ~~2017,~~2021, or for any other interim period. The Company’s ~~2016~~2020 Annual Report on Form 10-K should be read in conjunction with these consolidated financial statements.

Basis of Presentation

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

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.

Risks and Uncertainties

As previously disclosed, on March 11, 2020 the World Health Organization declared the outbreak of COVID-19 as a global pandemic, which continues to impact the United States and the world. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted to, among other things, provide emergency assistance for individuals, families and businesses affected by the COVID-19 pandemic. The ~~consolidated financial statements~~COVID-19 pandemic has adversely affected, and continues to adversely affect economic activity globally, nationally and locally. Actions taken around the world to help mitigate the spread of COVID-19 include restrictions on travel, quarantines in certain areas, and forced closures for certain types of public places and businesses. Although economic activity has accelerated in 2021, and the United States continues to implement a COVID-19 vaccination program, COVID-19 and actions taken to mitigate the spread of it have ~~been prepared in conformity with GAAP. Some items~~had and may in the ~~prior year consolidated financial statements were reclassified to conform to current presentation. Reclassifications had no effect on prior year net income or stockholders’ equity.~~

~~Note 2. New Authoritative Accounting Guidance~~

~~ASU No. 2017-12~~ ~~“Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.”~~ ASU No. 2017-12 refines and expands hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, bothfuture have an adverse impact on the ~~face~~economies and financial markets of many countries and parts of the United States, including the New Jersey/New York metropolitan area in which the Company primarily operates. Although the Company has been able to continue operations while taking steps to ensure the safety of employees and customers, COVID-19 could impact the Company’s operations in the future.

Federal Reserve reductions in interest rates and other effects of the COVID-19 pandemic may adversely affect the Company's financial condition and results of operations in future periods. Although state and local governments have lifted many restrictions on conducting business, it is possible that additional restrictions could be reimposed. It is therefore unknown how long COVID-19 may continue to impact the economy and what the complete financial effect will be to the Company. It is reasonably possible that estimates made in the financial statements could be materially and adversely impacted in the ~~footnotes.~~near term as a result of these conditions, including the determination of the allowance for loan losses, fair value of financial instruments, impairment of goodwill and other intangible assets and income taxes.

Table of Contents

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1b. Authoritative Accounting Guidance

Adoption of New Accounting Standards in 2021

Effective January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2016-13 “ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which replaced the prior incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL” or the “CECL Standard”). The measurement of expected credit losses under the CECL Standard is applicable to financial assets measured at amortized cost, including portfolio loans and investment securities classified as held-to-maturity (“HTM”). It also ~~makes certain targeted improvements~~applies to ~~simplify~~off-balance sheet credit exposures including loan commitments, standby letters of credit, financial guarantees and other similar instruments. In addition, the ~~application~~CECL Standard changes the accounting for investment securities classified as ("AFS"), including a requirement that estimated credit losses on AFS securities be presented as an allowance rather than as a direct write-down of ~~hedge~~the carrying balance of securities which we do not intend to sell, or believe that it is more likely than not, that we will be required to sell.

The Company adopted the CECL Standard using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. As discussed further below, purchase credit deteriorated assets were measured on a prospective basis in accordance with the CECL Standard and all purchase credit impaired loans as of December 31, 2020 were considered purchase credit deteriorated loans upon adoption. Results for reporting periods beginning after January 1, 2021 are presented under the CECL Standard while prior period amounts continue to be reported in accordance with previously applicable accounting guidance. ~~ASU 2017-12~~The adoption of the CECL Standard resulted in the following adjustments to our financial statements as of January 1, 2021 (dollars in thousand):


	Change in Consolidated				Change to Retained Earnings
	Statement of Condition		Tax Effect		from Adoption of CECL
Allowance for credit losses (“ACL”) (loans)	$	1,350	$	406	$	1,304
Adjustment related to purchased credit-impaired loan marks⁽¹⁾		5,207		0-		0-
Total ACL - loans		6,557		406		1,304
ACL – (unfunded credit commitments)		2,833		852		1,621

Total impact of CECL adoption	$	9,390	$	1,258	$	2,925

⁽¹⁾

This amounts represents a gross-up of the balance sheet related to nonaccretable credit marks of purchased credit-impaired loans resulting from adoption of CECL on January 1, 2021.

Loans designated as purchased credit impaired loans (“PCI”) and accounted for under Accounting Standards Codification (“ASC”) 310-30 were designated as purchased with credit deterioration loans (“PCD”). In accordance with the CECL Standard, the Company did not reassess whether PCI loans met the criteria of PCD loans as of the date of adoption and determined all PCI loans were PCD loans. The Company recorded an increase to the balance of PCD loans and an increase to the ACL for loans of $5.2 million, which represented the expected credit losses for PCD loans. The remaining non-credit discount (based on the adjusted amortized cost basis) will be accreted into interest income at the effective interest rate as of January 1, 2021 over the remaining estimated life of the loans. Also, in accordance with the CECL Standard, the Company did not reassess whether modifications to individual acquired financial assets were troubled debt restructurings (“TDRs”) as of the date of adoption.

ACL for ~~public business entities~~loans: The ACL for ~~fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Although management continues~~loans is a valuation account that is deducted from the amortized cost basis of portfolio loans to ~~evaluate~~present the ~~potential impact of ASU 2017-12~~net amount expected to be collected on ~~our consolidated financial statements, at this time,~~portfolio loans over their contractual life. Loans are charged-off against the allowance when we believe the ~~adoption~~uncollectibility of a loan balance has been confirmed, and the expected recoveries do not exceed the aggregate of amounts previously charged-off or expected to be charged-off.

Table of Contents

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1b. Authoritative Accounting Guidance – (continued)

The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company currently utilizes a one-year reasonable and supportable forecast period followed by a one-year period over which estimated losses revert to historical loss experience for the remaining life of the loan. The measurement of expected credit loss under the CECL methodology is applicable to financial assets measured at amortized cost, including loans, held to maturity investments and it also applies to certain off-balance sheet credit exposures.

The ACL for loans is measured on a collective (pool) basis when similar risk characteristics exist. Generally, for all other loan types, the estimated expected credit loss is also calculated at the loan level and pool assignments are only utilized for aggregating the allowance estimates of similar loan types for financial statement disclosure purposes. Loan segments have unique risk characteristics with respect to credit quality and are as follows:

●

The repayment of commercial loans is generally dependent on the creditworthiness and cash flow of borrowers, and if applicable, guarantors, which may be negatively impacted by adverse economic conditions. While the majority of these loans are secured, collateral type, marketing, coverage, valuation and monitoring is not as uniform as in other portfolio classes and recovery from liquidation of such collateral may be subject to greater variability.

●

Payment on commercial mortgages is driven principally by operating results of the managed properties or underlying business and secondarily by the sale or refinance of such properties. Both primary and secondary sources of repayment, and value of the properties in liquidation, may be affected to a greater extent by adverse conditions in the real estate market or the economy in general.

●

Properties underlying construction, land and land development loans often do not generate sufficient cash flows to service debt and thus repayment is subject to ability of the borrower and, if applicable, guarantors, to complete development or construction of the property and carry the project, often for extended periods of time. As a result, the performance of these loans is contingent upon future events whose probability at the time of origination is uncertain.

●

The ability of borrowers to service debt in the residential and consumer loan portfolios is generally subject to personal income which may be impacted by general economic conditions, such as increased unemployment levels. These loans are predominately collateralized by first and/or second liens on single family properties. If a borrower cannot maintain the loan, the Company’s ability to recover against the collateral in sufficient amount and in a timely manner may be significantly influenced by market, legal and regulatory conditions.

●

The Company considers loan classes and loan segments to be one and the same.

Individually Analyzed Loans: The Company will evaluate individual instruments for expected credit losses when those instruments do not share similar risk characteristics with instruments evaluated using a collective (pooled) basis. Loans will transition from defined segments for individual analysis when credit characteristics, or risk traits, change in a material manner. A loan is considered for individual analysis when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining individual analysis include payment status and the probability of collecting scheduled principal and interest payments when due. Loans for which the terms have been modified as a concession to the borrower due to the borrower experiencing financial difficulties are considered TDRs and are classified as individually analyzed. Loans considered to be TDRs can be categorized as nonaccrual or performing. All PCD loans will be considered as individual analyzed. Generally, individually analyzed loans consist of nonaccrual loans and performing troubled debt restructurings. Of this ~~standard~~group of loans, loans of $250,000 and over are individually evaluated, while loans with balances less than $250,000 are collectively evaluated, and, accordingly, are not separately identified for analysis or disclosures. Instruments will not ~~have~~be included in both collective and individual analysis. Individual analysis will establish a ~~significant impact~~specific reserve for instruments in scope.

For collateral dependent loans, when it is determined that a foreclosure is probable, the ACL will be determined on a loan level basis using the fair value of the collateral as of the reporting date, less estimated disposition costs (“net fair value”), which will ensure that the credit loss is not delayed until the time at which the actual foreclosure takes place. In the event that this fair value is less the then amortized cost basis of these specific loans, we will recognize the difference between the net fair value at the reporting date and the amortized cost basis in the ACL. If the fair value of the collateral has increased as of the ACL evaluation date, the increase in the fair value of the collateral is reflected through a reduction in the ACL. ACL adjustments for estimated disposition costs are not appropriate when the repayment of a collateral-dependent loan is expected from the operation of the collateral. If repayment is based upon future expected cash flows, the present value of the expected future cash flows discounted at the loan’s original effective interest rate is compared to ~~our consolidated financial statements.~~the carrying value of the loan, and any shortfall is recorded as the allowance for credit losses. The effective interest rate used to discount expected cash flows is adjusted to incorporate expected prepayments, if applicable.

~~ASU No. 2017-08, “~~~~Receivables—Nonrefundable Fees~~For charge-off and ~~Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities~~~~.” ASU No. 2017-08 shortens~~recoveries we will generally charge-off a loan balance after an analysis is completed which indicates that the ~~amortization~~collectability of the full principal is in doubt. Charge-offs are charged against the allowance in the period ~~for certain callable debt securities held at a premium. Specifically,~~in which the ~~amendments require the premium~~loans are deemed to be uncollectible. Any expected future recoveries of amounts which were previously charged-off or expected to be charged-off will be included in the ACL, as the recoveries represent a component of the net amount expected to be collected. Expected recoveries in the ACL shall not exceed amounts previously charged-off or expected to be charged-off.

Investment Securities: Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in comprehensive income, net of tax. Interest income includes amortization of purchase premiums or discounts. Premiums and discounts on securities are generally amortized using the level-yield method without estimating prepayments, except for mortgage-backed securities, where prepayment rates are estimated. Premiums on callable investment securities are amortized to ~~the~~their earliest call date. ~~The amendments~~Gains and losses on sales of securities are recorded on the trade date and determined using the specific identification method.

Table of Contents

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1b. Authoritative Accounting Guidance – (continued)

ACL - on investment securities classified as available-for-sale: For available-for-sale investment securities which are in an unrealized loss position, the Company first assess whether we intend to sell, or it is more likely than not, that we will be required to sell the security before recovery of the amortized cost basis. If either of the criteria is met, the amortized cost basis of the security is written down to fair value through income. For available-for-sale investment securities that do not ~~require~~meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from an ~~accounting change for securities held at~~actual or estimated credit loss event or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, changes to the rating of the security, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a ~~discount;~~credit loss is likely, the ~~discount continues~~present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to ~~maturity. ASU 2017-08 will~~ be ~~effective~~collected is less than the amortized cost basis, an ACL is recorded for ~~us on January 1, 2019 and~~the estimated credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income.

Changes in the ACL are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when we ~~are currently evaluating this ASU~~believe the uncollectibility of an available-for-sale security has been confirmed or if either of the criteria regarding intent or requirement to ~~determine the impact on our consolidated financial statements.~~sell is met.

ASU No. ~~2017-04,~~2021-03, “Intangibles – Goodwill and Other (Topic 350).”ASU ~~2017-04 aims to simplify the subsequent measurement of goodwill. Under these amendments,~~2021-03 requires an entity ~~should perform its annual, or interim,~~to identify and evaluate goodwill impairment ~~test by comparing~~triggering events when they occur to determine whether it is more likely than not that the fair value of a reporting unit ~~with~~(or entity, if the entity has elected the accounting alternative for amortizing goodwill and chosen that option) is less than its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally,If an entity ~~should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring~~determines that it is more likely than not that the goodwill is impaired. It must test goodwill for impairment ~~loss, if applicable. The Board also eliminated~~using the ~~requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment.~~triggering event date as the measurement date. An entity is required to disclose the amount ofassigned to goodwill ~~allocated to each reporting unit with a zero~~in total and by major business combination, or ~~negative carrying amount of net assets~~by reorganization event resulting in fresh-start-start reporting. Also, the weighted average amortization period in total and ~~still has~~ the ~~option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments~~amortization period by major business combination, or by reorganization event resulting in ~~this update are~~fresh-start reporting. ASU 2021-03 was effective for ~~public business entities for fiscal years beginning after December 15, 2019. Although management continues to evaluate~~ the ~~potential impact of ASU 2017-04~~Company on ~~our consolidated financial statements, at this time, we believe the adoption of this standard will~~January 1, 2021 and did not have a significant impact ~~to our consolidated financial statements.~~

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

~~Note 2. New Authoritative Accounting Guidance – (continued)~~

~~ASU No. 2016-15, “~~~~Statement of Cash Flows (Topic 230)~~:~~Classification of Certain Cash Receipts and Cash Payments~~” provides guidance on the following eight specific cash flow issues: (1) Debt prepayment or debt extinguishment costs; (2) Settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (3) Contingent consideration payments made after a business combination; (4) Proceeds from the settlement of insurance claims; (5) Proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) Distributions received from equity method investees; (7) Beneficial interests in securitization transactions; and (8) Separately identifiable cash flows and application of the predominance principle. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in this update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. Although management continues to evaluate the potential impact of ASU 2016-05 on our consolidated financial ~~statements, at this time, we believe~~statement.

ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the ~~adoption~~Disclosure Requirements for Defined Benefit Plans.” These amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. ASU 2018-14 was effective for the Company as of ~~this standard will~~January 1, 2021 and did not have a significant impact ~~to our consolidated financial statements.~~

~~ASU No. 2016-13, “~~~~Financial Instruments – Credit Losses (Topic 326): Assets Measured at Amortized Cost.” ASU 2016-~~13 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates and affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has formed a CECL committee that will be assessing our data and system needs. The Company has also met with multiple third-party vendors who may provide assistance in implementation and model creation. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the ASU is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the ASU on our consolidated financial statements.

~~ASU No. 2016-02, “~~~~Leases (Topic 842)~~” requires the recognition of a right of use asset and related lease liability by lessees for leases classified as operating leases under current GAAP. Topic 842, which replaces the current guidance under Topic 840, retains a distinction between finance leases and operating leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee also will not significantly change from current GAAP. For leases with a term of

12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right of use assets and lease liabilities. Topic 842 will be effective for the Company for reporting periods beginning January 1, 2019, with early adoption permitted. The Company must apply a modified retrospective transition approach for the applicable leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. The Company is currently leasing seventeen properties as branch locations and is leasing certain office equipment. The adoption of ASU 2016-02 will result in increases to the Company's assets and liabilities. We are currently in the process of evaluating all of our leases for compliance with the new ASU.

~~ASU No. 2016-01,~~~~Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.”~~ ASU 2016-01, among other things; (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and (vii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale. ASU 2016-01 will be effective for us on January 1, 2018 and we are currently evaluating the potential impact of ASU No. 2016-01 on our consolidated financial statements.

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~Table of Contents

~~Note 2. New Authoritative Accounting Guidance – (continued)~~

~~ASU No. 2014-09,~~~~“Revenue from Contracts with Customers (Topic 606).”~~ASU 2014-09 implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 was originally going to be effective for us on January 1, 2017; however, the FASB recently issued ASU 2015-14,~~“Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date”~~ which deferred the effective date of ASU 2014-09 by one year to January 1, 2018. Although management continues to evaluate the potential impact of ASU 2014-09 on our consolidated financial statements, at this time, we believe the adoption of this standard will not have a significant impact to our consolidated financial statements.

~~In March 2016, the FASB issued ASU No. 2016-08,~~~~Revenue from Contracts with Customers (Topic 606)~~: Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments relate to when another party, along with the entity, is involved in providing a good or service to a customer. The amendments in this update affect the guidance in ASU No. 2014-09 above, which is not yet effective. The effective date will be the same as the effective date of ASU No. 2014-09.

~~In April 2016, the FASB issued ASU No. 2016-10,~~~~Revenue from Contracts with Customers (Topic 606)~~: Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: identifying performance obligations, and the licensing implementation guidance. The amendments in this update are intended to improve the operability and understandability of the licensing implementation guidance. The amendments in this update affect the guidance in ASU No. 2014-09 above, which is not yet effective. The effective date will be the same as the effective date of ASU No. 2014-09.

~~In May 2016, the FASB issued ASU No. 2016-12,~~~~Revenue from Contracts with Customers (Topic 606)~~: Narrow-Scope Improvements and Practical Expedients. The amendments do not change the core revenue recognition principle in Topic 606. The amendments provide clarifying guidance in certain narrow areas and add some practical expedients.

~~In December 2016, the FASB issued ASU No. 2016-20,~~~~Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements~~. The FASB board decided to issue a separate update for technical corrections and improvements to Topic 606 and other Topics amended by ASU No. 2014-09 to increase awareness of the proposals and to expedite improvements to ASU No. 2014-09. The amendment affects narrow aspects of the guidance issued in ASU No. 2014-09.

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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

Note 3.2. 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 ~~previously~~ granted by the Company contain non-forfeitable rights to dividends and therefore are considered participating securities. The two-class method for calculating basic EPS excludes dividends paid to participating securities and any undistributed earnings attributable to participating securities.

Earnings per common share have been computed based on the following:

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
(dollars in thousands, except for per share data)													2021			2020
Net income													$	32,999		$	6,030
Earnings allocated to participating securities														(186	)		(27	)
Income attributable to common stock													$	32,813		$	6,003
	(in thousands, except for per share data)
	2017			2016			2017			2016
Net income available to common stockholders	$	13,035		$	11,812		$	32,534		$	33,084
Earnings allocated to participating securities		42			44			106			22
Net income	$	13,077		$	11,856		$	32,640		$	33,106
Weighted average common shares outstanding, including participating securities		32,015			30,143			31,999			30,094			39,738			39,559
Weighted average participating securities		(103	)		(113	)		(104	)		(98	)		(181	)		(135	)
Weighted average common shares outstanding		31,912			30,030			31,895			29,996			39,557			39,424
Incremental shares from assumed conversions of options, performance units and restricted shares		270			329			272			351
Incremental shares from assumed conversions of options,
performance units and restricted shares														232			92
Weighted average common and equivalent shares outstanding		32,182			30,359			32,167			30,347			39,789			39,516

Earnings per common share:
Basic	$	0.41		$	0.39		$	1.02		$	1.10		$	0.83		$	0.15
Diluted		0.41			0.39			1.01			1.09			0.82			0.15

There were no antidilutive share equivalents as of ~~September 30, 2017~~March 31, 2021 and ~~September 30, 2016.~~March 31, 2020.

Table of Contents

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 4.3. Securities ~~Available-For-Sale~~Available-for-Sale

The Company’s investment securities are ~~all~~ classified as available-for-sale ~~at September 30, 2017~~as of March 31, 2021 and December 31, ~~2016. Securities~~2020. 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 ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016.~~2020. 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 76 of the Notes to Consolidated Financial Statements for a further discussion.

During the quarter ended September 30, 2016, the Company transferred all securities previously categorized as held-to-maturity to available-for-sale classification. The transfer resulted in an increase of approximately $210 million in amortized cost basis of available-for-sale securities and resulted in a net increase to accumulated other comprehensive income of $7.4 million, net of tax. The transfer enhanced liquidity and increased flexibility with regard to asset-liability management and balance sheet composition. As a result of the transfer, the Company believes it has tainted its held-to-maturity classification and judgment will be required in the future in determining when circumstances have changed such that management can assert that it has the intent and ability to hold debt securities to maturity. Based on this guidance, the Company does not expect to classify any securities as held-to-maturity within the near future.

Transfers of debt securities from the held-to-maturity category to the available-for-sale category are made at fair value at the date of transfer. For transfers from the available-for-sale category to the held-to maturity category the unrealized holding gain or loss at the date of transfer remains in accumulated other comprehensive income and in the carrying value of the held-to-maturity security. Unrealized holding gains or losses that remain in accumulated other comprehensive income are amortized or accreted out of other comprehensive income with an offsetting entry to interest income as a yield adjustment through earnings over the remaining terms of the securities. For transfers from the held-to-maturity category to the available-for-sale category unrealized holding gain or loss at the date of the transfer shall be recognized in accumulated other comprehensive income, net of applicable taxes.

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

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

The following tables present information related to the Company’s portfolio of securities ~~at September 30, 2017~~available-for-sale as of March 31, 2021 and December 31, ~~2016:~~2020.

			Gross		Gross															Allowance
	Amortized		Unrealized		Unrealized			Fair												for
September 30, 2017	Cost		Gains		Losses			Value
	(dollars in thousands)											Gross		Gross						Investment
										Amortized		Unrealized		Unrealized			Fair			Credit
										Cost		Gains		Losses			Value			Losses
March 31, 2021										(dollars in thousands)
Securities available-for-sale
Federal agency obligations	$	55,819	$	290	$	(171	)	$	55,938	$	40,507	$	1,141	$	(347	)	$	41,301		0-
Residential mortgage pass-through securities		133,517		668		(1,021	)		133,164		238,406		3,628		(1,680	)		240,354		0-
Commercial mortgage pass-through securities		4,088		42		-			4,130		6,881		35		(502	)		6,414		0-
Obligations of U.S. states and political subdivisions		143,787		2,233		(1,044	)		144,976		127,809		2,925		(231	)		130,503		0-
Trust preferred securities		4,576		122		(71	)		4,627
Corporate bonds and notes		30,052		255		(219	)		30,088		17,444		221		0-			17,665		0-
Asset-backed securities		12,605		66		(38	)		12,633		3,361		8		(10	)		3,359		0-
Certificates of deposit		622		5		-			627		149		1		0-			150		0-
Equity securities		376		254		-			630
Other securities		13,976		-		(273	)		13,703		2,277		0-		0-			2,277		0-
Total securities available-for-sale	$	399,418	$	3,935	$	(2,837	)	$	400,516
Total securities available-for-sale										$	436,834	$	7,959	$	(2,770	)	$	442,023	$	0-

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
December 31, 2016	Cost		Gains		Losses			Value
	(dollars in thousands)
December 31, 2020
Securities available-for-sale
Federal agency obligations	$	52,826	$	282	$	(271	)	$	52,837	$	37,015	$	1,508	$	(65	)	$	38,458		N/A
Residential mortgage pass-through securities		72,922		519		(944	)		72,497		266,114		4,811		(41	)		270,884		N/A
Commercial mortgage pass-through securities		4,186		23		-			4,209		6,906		203		(187	)		6,922		N/A
Obligations of U.S. states and political subdivisions		148,747		2,789		(931	)		150,605		138,539		4,269		0-			142,808		N/A
Trust preferred securities		5,575		242		(151	)		5,666
Corporate bonds and notes		36,717		586		(375	)		36,928		24,925		222		(52	)		25,095		N/A
Asset-backed securities		14,867		2		(286	)		14,583		3,521		0-		(41	)		3,480		N/A
Certificates of deposit		973		10		-			983		149		2		0-			151		N/A
Equity securities		376		192		-			568
Other securities		14,739		-		(325	)		14,414		157		0-		0-			157		N/A
Total securities available-for-sale	$	351,928	$	4,645	$	(3,283	)	$	353,290
Total securities available-for-sale										$	477,326	$	11,015	$	(386	)	$	487,955		N/A

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~Table of Contents

Note 4.3. Securities ~~Available-For-Sale~~Available-for-Sale – (continued)

~~The following table presents information for~~Investment securities ~~at September 30, 2017, based on scheduled maturities. Actual maturities can be expected to differ from scheduled maturities due to prepayment or early call options of the issuer.~~

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

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

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

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

The Company does not believe that any of the unrealized losses, which were comprised of 75 and 84 securities as of September 30, 2017 and December 31, 2016, respectively, represent an other-than-temporary impairment (“OTTI”). The gross unrealized losses associated with U.S. Treasury and agency securities, federal agency obligations, mortgage-backed securities, corporate bonds, tax-exempt securities, asset-backed securities, trust preferred securities, mutual funds and equity securities are not considered to be other-than-temporary because these unrealized losses are related to changes in interest rates and do not affect the expected cash flows of the underlying collateral or issuer.

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

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

The Company evaluates all securities with unrealized losses quarterly to determine whether the loss is other-than-temporary. Unrealized losses in the corporate debt securities category consist primarily of senior unsecured corporate debt securities issued by large financial institutions, insurance companies and other corporate issuers. Single issuer corporate trust preferred securities are also included, and in the case of one holding the market valuation loss is largely based upon the floating rate coupon and corresponding market valuation. Neither that trust preferred issuer, nor any other corporate issuers, have defaulted on interest payments. The unrealized loss in equity securities consists of losses on other bank equities. The decline in fair value is due in large part to the lack of an active trading market for these securities, changes in market credit spreads and rating agency downgrades. Management concluded that these securities were not OTTI at September 30, 2017.

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

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

The following tables indicate gross unrealized losses not recognized in income and fair value, aggregated by investment category and the length of time individual securities have been in a continuous unrealized loss position at September 30, 2017 and December 31, 2016:

~~Securities~~ having a carrying value of approximately ~~$139.5~~$112.2 million and ~~$121.9~~$107.6 million ~~at September 30, 2017~~as of March 31, 2021 and December 31, ~~2016,~~2020, respectively, were pledged to secure public deposits, borrowings, repurchase agreements, Federal Reserve ~~Bank discount window~~Discount Window borrowings and Federal Home Loan Bank ~~(“FHLB”)~~ advances and for other purposes required or permitted by law.

As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, 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 March 31, 2021, 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.

We had no gross gains or losses from the sale of securities for three months ended March 31, 2021. Gross gains and losses for three months ended March 31, 2020 from the sales of securities for periods presented were as follows (dollars in thousands):

The following tables indicate gross unrealized losses in an unrealized loss position for which an 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 March 31, 2021 and December 31, 2020.

On January 1, 2021, the Company adopted ASU 2016-13 and implemented the CECL methodology for allowance for credit losses on its investment securities available-for-sale. The new CECL methodology replaces the other-than-temporary impairment model that previously existed. The Company did not have a CECL day 1 impact attributable to its investment securities portfolio and did not have an allowance for credit losses as of March 31, 2021. 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 March 31, 2021 and December 31, 2020, totaled $1.6 million and $1.7 million, respectively.

The Company evaluates securities in 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, 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 March 31, 2021.

Federal agency obligations, residential mortgage backed pass-through securities and commercial mortgage back 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.

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

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

Interest rate swaps were entered into on April 13, 2017, ~~August 24, 2015, December 30, 2014~~January 1, 2020 and ~~October 15, 2014,~~March 3, 2020 each with a respective notional amount of ~~$25~~$25.0 million and were designated as a cash flow ~~hedges~~hedge of ~~an FHLB~~a Federal Home Loan Bank advance. In addition, interest rate swaps were entered into on June 4, 2019 and August 6, 2019, each with a respective notional amount of $50.0 million and were designated as a cash flow hedge of a Federal Home Loan Bank advance. The swaps were determined to be fully effective during the period presented and therefore no amount of ineffectiveness has been included in net ~~income while~~income. Therefore, the aggregate fair value of the swaps is recorded in other assets (liabilities) with changes in fair value recorded in other comprehensive income (loss). The amount included in accumulated other comprehensive income (loss) would be reclassified to current earnings should the hedges no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining term of the swaps.

Summary information about the interest rate swaps designated as cash flow hedges as of ~~September 30, 2017,~~March 31, 2021, December 31, ~~2016~~2020 and ~~September 30, 2016~~March 31, 2020 are presented in the following table.

Interest expense recorded on these swap transactions totaled approximately ~~$95,000 and $326,000 for~~$631 thousand during the three ~~and nine~~ months ended ~~September 30, 2017, respectively, and $167,000 and $534,000 for~~March 31, 2021 compared to $(7) thousand during the three ~~and nine~~ months ended ~~September 30, 2016, respectively.~~March 31, 2020 and is reported as a component of interest expense on FHLB Advances.

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

The following table reflects the cash flow hedges included in the consolidated statements of condition as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016:~~2020:

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~Table of Contents

Loans ~~that management has~~Receivable - As of and prior to December 31, 2020, loans receivable was accounted for under the ~~intent and ability to hold~~incurred loss model. As of January 1, 2021, portfolio loans are accounted for under the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, premiums and discounts related to purchase accounting, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

Loan segments are defined as a group of loans, which share similar initial measurement attributes, risk characteristics, and methods for monitoring and assessing credit risk. Management has determined that the Company has five segments of loans: commercial, commercial real estate, commercial construction, residential real estate (including home equity) and consumer.

The recognition of interest income on commercial, commercial real estate, commercial construction and residential loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection. Past due status is based on the contractual termsexpected loss model. Accordingly, some of the ~~loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest~~information presented is considered doubtful. Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. A loan is movednot comparable from period to ~~nonaccrual status in accordance with the Company’s policy, typically after 90 days of non-payment.~~

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The policy of the Company is to generally grant commercial, residential and consumer loans to residents and businesses within our market area. The borrowers’ abilities to repay their obligations are dependent upon various factors including the borrowers’ income and net worth, cash flows generated by the borrowers’ underlying collateral, value of the underlying collateral, and priority of the lender’s lien on the property. Such factors are dependent upon various economic conditions and individual circumstances beyond the control of the Company. The Company is therefore subject to risk of loss. The Company believes its lending policies and procedures adequately minimize the potential exposure to such risks and that adequate provisions for loan losses are provided for all known and inherent risks. Collateral and/or personal guarantees are required for a large majority of the Company’s loans.

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.

Other loans held-for-sale are carried at the lower of aggregate cost or estimated fair value. A portion of these loans, taxi medallion loans, have no material observable trading in any market. Fair value is established with consideration of a range of market participant indications, for all or parts of these loans, and discounted cash flow analyses, which have significant unobservable inputs.period. See Note 71b. “Authoritative Accounting Guidance - Adoption of New Accounting Standards” for ~~further discussion.~~

~~Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.~~

The allowance for loan losses is a valuation allowance for probable incurred credit losses. Losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off. The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired.

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

A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans, for which the terms have been modified, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (“TDRs”) and classified as impaired. As part of the evaluation of impaired loans, the Company individually reviews for impairment all non-homogeneous loans internally classified as substandard or below. Generally, smaller impaired non-homogeneous loans and impaired homogeneous loans are collectively evaluated for impairment.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

TDRs are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For TDRs that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience, the primary factor, is determined by loan class and is based on the actual loss history experienced by the Bank over an actual three-year rolling calculation. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment and with the exogenous factor adjustments based on the risks present for each loan category. These exogenous factors include consideration of the following: concentrations of credit; delinquency & nonaccrual trends; economic & business conditions including evaluation of the national and regional economies and industries with significant loan concentrations; external factors including legal, regulatory or competitive pressures that may impact the loan portfolio; changes in the experience, ability, or size of the lending staff, management, or board of directors that may impact the loan portfolio; changes in underwriting standards, collection procedures, charge-off practices, or other changes in lending policies and procedures that may impact the loan portfolio; loss and recovery trends; changes in portfolio size and mix; and trends in problem loans.

The Company acquires groups of loans in conjunction with mergers, some of which have shown evidence of credit deterioration since origination. These purchased credit-impaired loans are recorded at their estimated fair value, such that there is no carryover of the seller’s allowance for loan losses (“ALLL”). After acquisition, probable incurred credit losses are recognized by an increase in the ALLL.

Such purchased credit-impaired loans (“PCI”) are identified on an individual basis. The Company estimates the amount and timing of expected cash flows for each loan and the expected cash flows in excess of amount paid is recorded as interest income over the remaining life of the loan (accretable yield). The excess of the loan’s contractual principal and interest over expected cash flows is not recorded (nonaccretable difference).

A PCI loan may be resolved either through a sale of the loan, by working with the customer and obtaining partial or full repayment, by short sale of the collateral, or by foreclosure. A gain or loss on resolution would be recognized based on the difference between the proceeds received and the carrying amount of the loan.

PCI loans that met the criteria for nonaccrual may be considered performing, regardless of whether the customer is contractually delinquent, if management can reasonably estimate the timing and amount of the expected cash flows on such loans and if management expects to fully collect the new carrying value of the loans. As such, management may no longer consider the loans to be nonaccrual or nonperforming and may accrue interest on these loans, including the impact of any accretable discount.

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

As of September 30, 2017 and December 31, 2016, the commercial loans held-for-sale segment included the Company’s entire taxi medallion portfolio, with a carrying value of $47.4 million and $65.6 million, net of $15.3 million and $-0- million valuation allowance, respectively. The commercial real estate segment reflects multifamily loans, with a carrying value of $41.8 million as of September 30, 2017. These loans were designated as loans held-for-sale during the quarter ended September 30, 2017. No portion of the valuation allowance has been designated toward the loans held-for-sale within the commercial real estate segment.

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

~~Loans receivable~~:additional information. The following table sets forth the composition of the Company’s loan portfolio segments, including net deferred ~~loan~~ fees, ~~at September 30, 2017~~as of March 31, 2021 and December 31, ~~2016:~~2020:

As of March 31, 2021 and December 31, ~~2016,~~2020, loan balances of approximately ~~$1.9~~$2.6 billion and ~~$1.8~~$2.7 billion, respectively, were pledged to secure borrowings from the FHLB of New York.

~~Purchased Credit-Impaired Loans:~~Loans held-for-sale - The ~~Company holds purchased~~following table sets forth the composition of the Company’s loans ~~for which there was, at their acquisition date, evidence~~held-for-sale portfolio as of deterioration of credit quality since their origination and it was probable, at acquisition, that all contractually required payments would not be collected. The recorded investment of those loans is as follows at September 30, 2017March 31, 2021 and December 31, ~~2016.~~2020:

For those purchased loans disclosed above, the Company did not increase the allowance for loan losses during both the three and nine months ended September 30, 2017 and September 30, 2016. There were no reversals from the allowance for loan losses during the three and nine months ended September 30, 2017 and 2016.

~~The following tables presents the accretable yield, or income expected to be collected, on the purchased credit-impaired loans for the following periods:~~

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

Loans Receivable on Nonaccrual ~~Status:~~Status - The following tables ~~presents~~present nonaccrual loans with an ACL as of March 31, 2021 and nonaccrual loans without an ACL as of March 31, 2021:

The following tables present total nonaccrual loans included in loans receivable by loan ~~segment~~class as of ~~the periods presented:~~December 31, 2020 (dollars in thousands):

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

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

We evaluate whether a modification, extension or renewal of a loan is a current period origination in accordance with GAAP. Generally, loans ~~past due 90 days or greater~~up for renewal are subject to a full credit evaluation before the renewal is granted and ~~all impaired~~such loans are ~~included~~considered current period originations for purpose of the table below. As of March 31, 2021, our loans based on year of origination and risk designation is as follows (dollars in thousands):

	Term loans amortized cost basis by origination year												Resolving Loans		Total Gross Loans
	2021		2020		2019		2018		2017		Prior		Resolving Loans		Total Gross Loans
Commercial
Pass	$	289,283	$	393,432	$	67,665	$	70,763	$	109,667	$	131,509	$	486,619	$	1,548,938
Special mention		0-		0-		225		258		292		15,646		12,948		29,369
Substandard		0-		0-		1,795		13,307		4,122		21,638		3,274		44,136
Doubtful		0-		0-		0-		209		0-		0-		0-		209
Total Commercial	$	289,283	$	393,432	$	69,685	$	84,537	$	114,081	$	168,793	$	502,841	$	1,622,652

Commercial Real Estate
Pass	$	241,516	$	608,263	$	477,620	$	570,798	$	592,738	$	1,097,118	$	120,252	$	3,708,305
Special mention		0-		0-		1,379		10,892		4,393		23,511		8,790		48,965
Substandard		1,996		0-		836		1,288		3,394		32,460		0-		39,974
Doubtful		0-		0-		0-		0-		0-		0-		0-		0-
Total Commercial Real Estate	$	243,512	$	608,263	$	479,835	$	582,978	$	600,525	$	1,153,089	$	129,042	$	3,797,244

Commercial Construction
Pass	$	1,405	$	7,506	$	39,832	$	8,730	$	3,981	$	490	$	478,478	$	540,422
Special mention		0-		0-		0-		0-		0-		0-		0-		0-
Substandard		0-		0-		0-		0-		0-		216		25,234		25,450
Doubtful		0-		0-		0-		0-		0-		0-		0-		0-
Total Commercial Construction	$	1,405	$	7,506	$	39,832	$	8,730	$	3,981	$	706	$	503,712	$	565,872

Residential Real Estate
Pass	$	3,680	$	35,193	$	29,698	$	34,362	$	46,531	$	93,376	$	50,046	$	292,886
Special mention		0-		0-		0-		0-		0-		0-		0-		0-
Substandard		0-		0-		0-		207		0-		9,543		3,740		13,490
Doubtful		0-		0-		0-		0-		0-		0-		0-		0-
Total Residential Real Estate	$	3,680	$	35,193	$	29,698	$	34,569	$	46,531	$	102,919	$	53,786	$	306,376

Consumer
Pass	$	2	$	117	$	58	$	42	$	53	$	2,961	$	131	$	3,364
Special mention		0-		0-		0-		0-		0-		0-		0-		0-
Substandard		0-		0-		0-		0-		0-		0-		0-		0-
Doubtful		0-		0-		0-		0-		0-		0-		0-		0-
Total Consumer	$	2	$	117	$	58	$	42	$	53	$	2,961	$	131	$	3,364

Note 5. Loans and the ~~appropriate category below.~~Allowance for Credit Losses – (continued)

~~Credit Quality Indicators:~~The following table presents information ~~excluding loans held-for-sale and net deferred loan fees,~~ about the ~~Company’s~~ loan credit quality ~~at September 30, 2017 and~~by loan class of gross loans (which exclude net deferred fees) as of December 31, ~~2016:~~2020:

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.

Impaired loans - Impaired loans disclosures presented below as of December 31, 2020 and as of and for the three months ended March 31, 2020 represent requirements prior to the adoption of CECL on January 1, 2021.

The following table presents information about the loan credit quality by loan class of gross loans (which exclude net deferred fees) as of December 31, 2020:

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~Table of Contents

~~The following table provides an analysis of the impaired loans by segment as of September 30, 2017 and December 31, 2016:~~

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

The following table provides an analysis related to the average recorded investment and interest income recognized on impaired loans by ~~segment~~class as of and for the three ~~and nine~~ months ended ~~September 30, 2017 and 2016:~~

~~Included~~March 31, 2020 (dollars in impaired loans at September 30, 2017 and December 31, 2016 are loans that are deemed troubled debt restructurings. The recorded investment in loans include accrued interest receivable and other capitalized costs such as real estate taxes paid on behalf of the borrower and loan origination fees, net, when applicable. Cash basis interest and interest income recognized on accrual basis approximate each other.thousands):

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

Aging Analysis - The following table provides an analysis of the aging of ~~gross~~the loans ~~(excluding loans held-for-sale)~~by class, excluding net deferred fees, that are past due ~~at September 30, 2017~~as of March 31, 2021 and December 31, ~~2016 by segment:~~2020:

Included in the 90 days or greater past due and still ~~accruing/accreting~~accruing category as of ~~both September 30, 2017 and~~ December 31, ~~2016~~2020 are ~~three~~ purchased credit-impaired loans, net of ~~their~~ fair value marks, which ~~are accreting~~accrete income per ~~their~~the valuation at date of acquisition.

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~Table of Contents

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 ~~credit~~ quality, and the related portion of the allowance for ~~loan~~credit losses ~~(“ALLL”)~~ that are allocated to each loan portfolio segment:

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~Table of Contents

The Company’s allowance for loan losses is analyzed quarterly. Many factors are considered, including growth in the portfolio, delinquencies, nonaccrual loan levels, and other factors inherent in the extension of credit. There have been no material changes to the allowance for loan losses (“ALLL”) methodology as disclosedActivity in the Company’s ~~Annual Report on Form 10-K~~ACL for loans for the ~~year~~three months ended March 31, 2021 is summarized in the table below. The CECL Day 1 row presents adjustments recorded through retained earnings to adopt the CECL standard and the increase to the ACL for loans associated with nonaccretable purchase accounting marks on loans that were classified as PCI as of December 31, ~~2016.~~2020.

On January 1, 2021, the Company adopted CECL, which replaced the incurred loss method we used in prior periods for determining the provision for credit losses and the ACL. Under CECL, we record an expected loss of all cash flows we do not expect to collect at the inception of the ~~activity~~loan. The adoption of CECL resulted in an increase in our ACL for loans of $6.6 million, which did not impact our consolidated income statement. We recorded a reversal of credit losses for loans of $5.3 million during the ~~ALLL is as follows:~~three months ended March 31, 2021 utilizing the CECL methodology, which was the result of an improved macroeconomic environment from January 1, 2021, the day of adoption.

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~Table of Contents

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

~~At September 30, 2017,~~As of March 31, 2021, there were no commitments to lend additional funds to borrowers whose loans were on nonaccrual status or were contractually past due 90 days or greater and still accruing interest, or whose terms have been modified in troubled debt restructurings.

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

~~The following table presents a rollforward~~As of ~~TDRs and the related changes to the allowance for loan losses (“ALLL”) that occurred for the periods presented:~~

March 31, 2021, TDRs totaled ~~$17.6~~$53.0 million, ~~at September 30, 2017,~~ of which ~~$4.8~~$27.5 million were on nonaccrual status and ~~$12.8~~$25.5 million were performing under their restructured terms. AtAs of December 31, ~~2016,~~2020, TDRs totaled ~~$13.8~~$49.4 million, of which ~~$0.5~~$25.7 million were on nonaccrual status and ~~$13.3~~$23.7 million were performing under their restructured terms. The Company has allocated $10.0 million and $47 thousand of specific allowance related to TDRs for the three months ended March 31, 2021 and March 31, 2020, respectively.

The following table presents loans by class modified as ~~of September 30, 2017 did not increase the ALLL~~TDRs that occurred during the three ~~and nine~~ months ended ~~September 30, 2017.~~ March 31, 2021:

The two residential real estate loans modified as TDRs during the three months ended March 31, 2021 were maturity extensions, while the one commercial real estate loan was a recast of a nonaccrual credit.

There were no ~~charge-offs in connection with a loan modification at the time of modification~~loans modified as TDRs during the three ~~or nine~~ months ended ~~September 30, 2017.~~March 31, 2020. There were no TDRs for which there was a payment default within twelve months following the modification during the three ~~and nine~~ months ended ~~September 30, 2017.~~March 31, 2021 and March 31, 2020.

~~TDRs totaled $106.7 million at September 30, 2016,~~In March 2020, various regulatory agencies, including the Board of ~~which $1.4 million~~Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, (“the agencies”) issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The interagency statement was effective immediately and impacted accounting for loan modifications. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were ~~on nonaccrual status and $105.3 million~~current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., three to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Provisions of the CARES Act largely mirrored the provisions of the interagency statement, providing that modified loans would not be considered TDR’s if they were performing ~~under restructured terms. The Company~~at year-end 2019, and the other conditions set forth in the interagency statement were met. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented or at year-end 2019. As of March 31, 2021, the Bank had ~~allocated $12.5 in specific allocations with respect~~102 deferred loans totaling approximately $204.2 million, compared to 113 deferred loans ~~whose loan terms had been modified in troubled debt restructurings~~totaling approximately $207.1 million as of ~~September 30, 2016. TDRs as~~December 31, 2020.

The $12.5 million in specific allocations referenced above were associated with New York City taxi medallion lending and were calculated based on the present value of estimated cash flows, including contractual debt interest service through maturity, and principal repayments based on the estimated fair value of the collateral excluding any consideration for personal guarantees of borrowers, which provide an additional source of repayment but cannot be relied upon.

~~The following table presents loans by class modified as troubled debt restructurings that occurred during the nine months ended September 30, 2016 (dollars in thousands):~~

Included in the above TDRs were 14 loans secured by 25 New York City taxi medallions totaling $17.3 million. These loan modifications included interest rate reductions and maturity extensions. All 14 loans were accruing prior to modification, while 13 remained in accrual status post-modification.

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

The ~~TDRs described above increased~~following table sets forth the ~~allowance~~composition of these loans by loan segments as of March 31, 2021:

As of March 31, 2021, there were no deferred loans that were delinquent or on nonaccrual status. As of March 31, 2021, $44.1 million of deferred loans were risk rated “special mention” or worse. The Company evaluates its deferred loans after the initial deferral period and will either return the deferred loan to its original loan terms or the loan will be reassessed at that time to determine if a further deferment should be granted and if a downgrade in risk rating is appropriate.

The Company has recorded an ACL for unfunded credit commitments, which was recorded in other liabilities. The provision is recorded within the (reversal of) provision for credit losses ~~by $8.3 million during~~on the ~~nine~~Company’s income statement. The following table presents the ACL for unfunded commitments for the three months ended ~~September 30, 2016. There were no charge-offs~~March 31, 2021 (dollars in ~~connection with a loan modification at~~thousands):

The following table summarizes the ~~time of modification during the three and nine months ended September 30, 2016. There were no TDRs~~(Reversal of) provision for ~~which there was a payment default within twelve months following the modification during the three or nine months ended September 30, 2016.~~credit losses as March 31, 2021 (dollars in thousands):

Note ~~7. -~~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.

FASB ASC 820-10-05 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurements and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

FASB ASC 820-10-65 provides additional guidance for estimating fair value in accordance with FASB ASC 820-10-05 when the volume and level of activity for the asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly.

FASB ASC 820-10-05 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820-10-05 are as follows:

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.

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

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.

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

: 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 ~~at September 30, 2017~~as of March 31, 2021 and December 31, ~~2016~~2020 are as follows:

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Table of Contents

Note ~~7. -~~6. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

There were no transfers between Level 1 and Level 2 during the ~~quarter~~three months ended ~~September 30, 2017~~March 31, 2021 and during the year ended December 31, ~~2016.~~2020.

The Company may be required periodically to measure certain assets at fair value on a ~~non-recurring~~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 ~~non-recurring~~nonrecurring basis ~~at September 30, 2017~~as of March 31, 2021 and December 31, ~~2016:~~2020.

: 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 ~~part~~parts of these loans directly from the purchasing financial institutions (Level 2).

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

Other loans held-for-sale are carried at the lower of aggregate cost or estimated fair value. ~~A portion~~Fair value of these loans ~~taxi medallion loans, have no material observable trading in any market. The approach to determining fair value involved several steps, including a detailed collateral analysis~~is determined based on the terms of the ~~underlying medallions, performance projections for individual loans, discounted cash flow modeling and consideration~~loan, such as interest rate, maturity date, reset term, as well as sales of ~~indicative bids, which at September 30, 2017 did not necessarily contemplate whole loan sales~~similar assets (Level 3).

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

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

For assets measured at fair value on a ~~non-recurring~~nonrecurring basis, the fair value measurements ~~at September 30, 2017~~as of March 31, 2021 and December 31, ~~2016~~2020 are as follows:

Collateral dependent ~~impaired~~loans– Collateral dependent loans ~~at September 30, 2017~~as of March 31, 2021 that required a valuation allowance were ~~$1.3~~$40.5 million with a related valuation allowance of ~~$0.1~~$20.7 million compared to ~~$1.2~~$24.4 million with a related valuation allowance of ~~$0.1~~$14.3 million atas of December 31, ~~2016.~~2020.

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Table of Contents

Note ~~7. -~~6. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

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 ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and for the year ended December 31, ~~2016:~~2020:

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis ~~at September 30, 2017~~as of March 31, 2021 and December 31, ~~2016.~~2020. The table below provides quantitative information about significant unobservable inputs used in fair value measurements within Level 3 hierarchy.

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Table of Contents

Note ~~7. -~~6. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

: The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a ~~non-recurring~~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.

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Table of Contents

Note ~~7. -~~6. Fair Value Measurements and Fair Value of Financial Instruments – (continued)

FASB ASC 825-10 requires all entities to disclose the estimated fair value of their financial instrument assets and liabilities. For the Company, as for most financial institutions, the majority of its assets and liabilities are considered financial instruments as defined in FASB ASC 825-10. Many of the Company’s financial instruments, however, lack an available trading market as characterized by a willing buyer and willing seller engaging in an exchange transaction. It is also the Company’s general practice and intent to hold its financial instruments to maturity and not to engage in trading or sales activities except for loans held-for-sale and securities available-for-sale. Therefore, significant estimations and assumptions, as well as present value calculations, were used by the Company for the purposes of this disclosure.

~~Cash and Cash Equivalents.~~ ~~The carrying amounts of cash and short-term instruments approximate fair values.~~

~~FHLB Stock.~~ ~~It is not practical to determine~~March 31, 2021 the fair value ~~of FHLB stock due to restrictions placed on its transferability.~~

~~Loans.~~ ~~The~~measurements presented are consistent with Topic 820, Fair Value Measurement, in which fair value of the Company’s loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans were segregated by types such as commercial, residential and consumer loans. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments. The methods utilized to estimate the fair value of loans do not necessarily represent anrepresents exit ~~price and therefore, while permissible for presentation purposes under ASC 825-10, do not conform to ASC 820-10.~~

~~Deposits.~~The carrying amounts of deposits with no stated maturities (i.e., noninterest-bearing, savings, NOW, and money market deposits) are assigned fair values equal to the carrying amounts payable on demand. The fair value of time deposits is based on the discounted value of contractual cash flows using estimated rates currently offered for alternative funding sources of similar remaining maturity.

~~Term Borrowings and Subordinated Debentures~~. The fair value of the Company’s long-term borrowings and subordinated debentures was calculated using a discounted cash flow approach and applying discount rates currently offered based on weighted remaining maturities.

~~Accrued Interest Receivable/Payable.~~ ~~The carrying amounts of accrued interest approximate fair value resulting in a level 2 or level 3 classification based on the level of the asset or liability with which the accrual is associated.~~

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

price. The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016:~~2020:

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Table of Contents

Note ~~7. -~~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.

Total comprehensive 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 ~~reclassifications~~reclassification out of accumulated other comprehensive (loss) income for the periods presented:

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Table of Contents

Accumulated other comprehensive (loss) income ~~(net~~as of ~~tax) at September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 consisted of the following:

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 ~~September 30, 2017.~~March 31, 2021. The maximum number of shares of common stock or equivalents which may be issued under the Plan, is 750,000. Grants under the Plan can be in the form of stock options (qualified or non-qualified), restricted shares, restricted share units or performance units. Shares available for grant and issuance under the Plan as of ~~September 30, 2017~~March 31, 2021 are ~~750,000.~~approximately 353,841. The Company intends to issue all shares under the Plan in the form of newly issued shares.

Restricted stock, options and ~~option awards~~restricted stock units typically have a three-year vesting period starting one year after the date of grant with one-third vesting each year. The options generally expire ten years from the date of grant. Restricted stock ~~awards~~ granted to new employees and board members may be granted with shorter vesting periods. Grants of performance units typically have a cliff vesting after three years or upon a change of control. All issuances are subject to forfeiture if the recipient leaves or is terminated prior to the awards vesting. Restricted shares have the same dividend and voting rights as common stock, while options, performance units and ~~performance~~restricted 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 ~~handled on a case-by-case basis.~~

~~No options or performance units were granted during~~recorded as incurred. Stock-based compensation expense for the three months ended ~~September 30, 2017 or 2016.~~

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 9. Stock-Based Compensation – (continued)~~March 31, 2021 and March 31, 2020 was $1.0 million and $0.5 million, respectively.

Activity under the Company’s ~~option plans as of and~~options for the ~~nine~~three months ended ~~September 30, 2017 were~~March 31, 2021 was as follows:

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 ~~September 30, 2017~~March 31, 2021 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 ~~September 30, 2017.~~March 31, 2021. This amount changes based on the fair market value of the ~~Parent Corporation’s~~Company’s stock.

Activity under the Company’s restricted shares ~~currently outstanding at September 30, 2017:~~for the three months ended March 31, 2021 was as follows:

As of ~~September 30, 2017,~~March 31, 2021, there was approximately ~~$1,366,000~~$1.5 million of total unrecognized compensation cost related to nonvested restricted shares ~~granted under the plans.~~granted. The cost is expected to be recognized over a weighted average period of ~~one year.~~1.5 years.

~~At September 30, 2017,~~A summary of the status of unearned performance unit awards and the change during the period is presented in the table below:

As of March 31, 2021, the specific number of shares related to performance ~~unit awards~~units that were expected to vest was ~~151,194,~~171,626, determined by actual performance in consideration of the established range of the performance targets, which is consistent with the level of expense currently being recognized over the vesting period. Should this expectation change, additional compensation expense could be recorded in future periods or previously recognized expense could be reversed. ~~At September 30, 2017~~As of March 31, 2021, the maximum amount of performance units that ultimately could vest if performance targets were exceeded is ~~226,791.~~

230,713. During the three months ended March 31, 2021, 29,421 shares vested. A ~~summary~~total of 14,711 shares were netted from the ~~status~~vested shares to satisfy employee tax obligations. The net shares issued from vesting of ~~unearned~~ performance ~~unit awards and the change~~units during the ~~period is presented in the table below:~~

~~At September 30, 2017,~~three months ended March 31, 2021 were 14,711 shares. As of March 31, 2021, compensation cost of approximately ~~$1,006,000~~$2.0 million related to non-vested performance ~~unit awards~~units not yet recognized is expected to be recognized over a weighted-average period of ~~1.3~~1.9 years.

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Effective January 1, 2017,~~A summary of the ~~Company implemented ASU 2016-09,~~~~Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment.~~~~Under ASU 2016-09 all excess tax benefits~~status of unearned restricted stock units and ~~tax deficiencies related to share-based payment awards should be recognized as income tax expense or benefit~~the changes in ~~the income statement~~restricted stock units during the period is presented in ~~which they occur. Included~~the table below:

Any forfeitures would result in ~~income~~previously recognized expense being reversed. A portion of the shares that vest will be netted out to satisfy the tax ~~expense for~~obligations of the recipient. During the three ~~and nine~~ months ended ~~September 30, 2017 is a benefit~~March 31, 2021, 68,916 shares vested. A total of ~~$-0- and $180 thousand, respectively, which resulted~~34,458 shares were netted from the ~~effect~~vested shares to satisfy employee tax obligations. The net shares issued from vesting of ~~implementing ASU 2016-09.~~restricted stock units during the three months ended March 31, 2021 were 34,458 shares. As of March 31, 2021, compensation cost of approximately $2.3 million related to non-vested restricted stock units, not yet recognized, is expected to be recognized over a weighted-average period of 2.3 years.

The Company maintained a non-contributory defined benefit pension plan for substantially all of its employees until ~~March 31,~~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.

The Company did not make ~~any contributions~~a contribution to the Pension Trust during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021. The Company does not plan on contributing amounts to the Pension Trust for the remainder of ~~2017.~~2021. 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.

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

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.

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Three of the FHLB notes ($2.5 million and $7.5 million each due April 2, 2018, and $5.0 million due July 16, 2018) contain a convertible option which allows the FHLB, at quarterly intervals, to convert the fixed convertible advance into replacement funding for the same or lesser principal based on any advance then offered by the FHLB at its current market rate. The Company has the option to repay these advances, if converted, without penalty. The remaining advancesAdvances are payable at stated maturity, with a prepayment penalty for fixed rate advances. All FHLB advances are fixed ~~rate.~~rates. The advances ~~at September 30, 2017~~as of March 31, 2021 were primarily collateralized by approximately ~~$1.4~~$1.9 billion of commercial mortgage loans, net of required over collateralization amounts, under a blanket lien arrangement. ~~At September 30, 2017~~As of March 31, 2021 the Company had remaining borrowing capacity of approximately ~~$796 million~~$1.1 billion at FHLB.

Repurchase agreements are secured borrowings. The Company pledges securities to secure those borrowings. Information concerning repurchase agreements is summarized as follows for the periods presented:

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Table of Contents

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~~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.~~part. The floating interest rate on the ~~subordinate~~subordinated debentures is ~~three month~~three-month LIBOR plus 2.85% and ~~reprices~~re-prices quarterly. The rate ~~at September 30, 2017~~as of March 31, 2021 was ~~4.16%~~3.06%. 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 ~~at September 30, 2017~~as of March 31, 2021 and December 31, ~~2016.~~2020.

During June ~~2015,~~2020, the Parent Corporation issued ~~$50~~$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.

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 are non-callable for five years, have a stated maturity of ~~July~~February 1, ~~2025,~~2028 and bear interest at a fixed rate of ~~5.75%~~5.20% per year, from and including ~~September 30, 2015~~January 17, 2018 to, but excluding ~~July~~February 1, ~~2020.~~2023. From and including ~~July~~February 1, ~~2020~~2023 to, but excluding the maturity date, or early redemption date, the interest rate will reset quarterly to a level equal to the then current ~~three month~~three-month LIBOR rate plus 284 basis points.

During June 2015, the Parent Corporation issued $50 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the “2015 Notes”). As of December 31, 2020, the 2015 Notes have a stated maturity of July 1, 2025, and bear interest until the maturity date or early redemption date at a variable rate equal to the then current three-month LIBOR rate plus 393 basis points. As of ~~September 30, 2017, unamortized~~December 31, 2020, the variable interest rate was 4.16% and all costs related to ~~the debt~~2015 issuance ~~was approximately $498,000.~~have been amortized. The 2015 Notes were redeemed in full on January 1, 2021.

~~CONNECTONE BANCORP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Table of Contents

Certain financial instrument-related assets and liabilities may, under GAAP, be ~~eligible for~~ offset on the consolidated statements of condition because they are subject to master netting agreements or similar ~~agreements. However,~~agreements, although the Company ~~does not elect~~has elected to ~~offset~~disclose such arrangements on ~~the~~a gross basis on its consolidated financial statements. The Company enters into interest rate swap agreements with financial institution counterparties. For additional detail regarding interest rate swap agreements refer to Note 5.4 within this section. In the event of default on, or termination of, any one contract, both parties have the right to net settle multiple contracts. Also, certain interest rate swap agreements may require the Company to receive or pledge cash or financial instrument collateral based on the contract provisions.

The Company also entered into an agreement to sell securities subject to an obligation to repurchase the same or similar securities, referred to as a repurchase agreement. Under this agreement, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. The obligation to repurchase the securities is reflected as a liability in the Company’s consolidated statement of condition, while the securities underlying the repurchase agreements remain in the respective securities account, therefore there is no offsetting or netting of the securities assets with the repurchase agreement liability. The following table presents information about financial instruments that are eligible for offset as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016:~~

On November 2, 2017, all of the Bank’s loans secured by New York City medallions, which had been classified as held-for-sale since December 31, 2016, were returned to the loans held-for-investment portfolio. As of September 30, 2017, the portfolio totaled $47.4 million, net of a $15.3 million valuation allowance. This transfer of the loans to held-for-investment will be recorded at the fair value of the loans held-for-sale with any difference between the fair value determined as of the transfer date and the carrying value as of September 30, 2017 to be recognized in noninterest expense during the fourth quarter 2017. The Company currently estimates a pretax charge of approximately $0.5 million to reflect this transfer. Management’s decision is based on its current view that a strategy to work out the credits through cash flow generated by borrowers’ operations is now superior, from a financial perspective, to a disposition via a sale to a third-party. This decision reflects (i) a reduced level of interest on the part of institutional investors to purchase taxi medallion loans, especially for relatively smaller portfolios such as the Bank’s and (ii) the Company’s increasing success at restructuring loans in the portfolio to monthly payment terms that can be supported through borrowers’ operations, although the collectability of principal balloon payments at maturity remains uncertain.

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 ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016.~~2020. 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.

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 loan 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 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, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and regulations issued thereunder;~~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; ~~and~~ (10) the outcome of regulatory and legal investigations and proceedings may not be ~~anticipated.~~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.

The accounting and reporting policies followed by ConnectOne Bancorp, Inc. and its subsidiaries (collectively, the “Company”) conform, in all material respects, to GAAP. In preparing the consolidated financial statements, management has made estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of condition and for the periods indicated in the consolidated statements of ~~operations.~~income. Actual results could differ significantly from those estimates.

The Company’s accounting policies are fundamental to understanding Management’s Discussion and Analysis (“MD&A”) of financial condition and results of operations. The Company has identified the determination of the allowance for ~~loan~~credit losses, the other-than-temporary impairment evaluation of securities, the evaluation of the impairment of goodwill and the evaluation of deferred tax assets to be critical because management must make subjective and/or complex judgments about matters that are inherently uncertain and could be most subject to revision as new information becomes available. Additional information on these policies is provided below.

: The allowance for ~~loan~~credit losses (“~~ALLL”~~ACL”) represents management’s estimate of ~~probable incurred~~current expected credit losses ~~inherent in~~considering available information relevant to assessing collectability of cash flows over the ~~loan portfolio.~~contractual term of the financial asset(s). Determining the amount of the ~~ALLL~~ACL is considered a critical accounting estimate because it requires significant judgment and the use of estimates ~~related to~~including reasonable and supportable forecasts that affect the ~~amount and timing~~collectability of ~~expected future~~the remaining cash flows ~~on impaired loans, estimated losses on pools~~over the contractual term of homogeneous loans based on historical loss experience, individual credit situation and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the ~~largest asset type on the consolidated statements of condition.~~financial assets.

The evaluation of the adequacy of the ~~ALLL~~ACL includes, among other factors, an analysis of historical loss rates by loan ~~category~~segment applied to current loan totals. However, actual ~~loan~~credit losses may be higher or lower than historical trends, which vary. Actual losses on specified problem loans, which also are provided for in the evaluation, may vary from estimated loss percentages, which are established based upon a limited number of potential loss classifications.

The ~~ALLL~~ACL is established through a provision for ~~loan~~credit losses charged to expense. Management believes that the current ~~ALLL~~ACL will be adequate to absorb ~~loan~~credit losses on existing loans that may become uncollectible based on the evaluation of known and inherent risks in the loan portfolio. The evaluation takes into consideration such factors as changes in the nature and size of the portfolio, overall portfolio quality, and specific problem loans and current economic conditions which may affect the borrowers’ ability to pay. The evaluation also details historical losses by loan ~~category~~segment and the resulting ~~loan~~credit loss rates which are projected for current loan total amounts. Loss estimates for specified problem loans are also detailed. All of the factors considered in the analysis of the adequacy of the ~~ALLL~~ACL may be subject to change. To the extent actual outcomes differ from management estimates, additional provisions for ~~loan~~credit losses may be required that could materially adversely impact earnings in future periods. Additional information can be found in Note 16 of the Notes to Consolidated Financial Statements.

~~Securities available-for-sale~~Business Combinations: We account for business combinations under the acquisition method of accounting. Using this method, assets acquired, liabilities assumed and consideration paid are ~~evaluated on~~recorded at ~~least a quarterly basis, and more frequently when market conditions warrant such an evaluation, to determine whether a decline in~~ their ~~value is other-than-temporary. FASB ASC 320-10-65 clarifies the interaction~~estimated fair values as of the ~~factors that should be considered when determining whether a debt security is other–than-temporarily impaired. For debt securities, management assesses whether (a) it has~~acquisition date. The application of this method of accounting requires the ~~intent to sell the security~~use of significant estimates and ~~(b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery.~~

In instances when a determination is made that an other-than-temporary impairment exists but the investor does not intend to sell the debt security and it is not more likely than not that it will be required to sell the debt security prior to its anticipated recovery, the other-than-temporary impairment is separated into (a) the amountassumptions. The application of the ~~total other-than-temporary impairment related to~~acquisition method of accounting usually results in the recognition of goodwill and a ~~decrease in cash flows expected to be collected from~~core deposit intangible (if the ~~debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors.~~acquiree has deposits). The amount of goodwill recorded represents the ~~total other-than-temporary impairment related to~~excess purchase price over the ~~credit loss is recognized in earnings. The amount~~estimated fair value of the ~~total other-than-temporary~~net assets acquired, including any identifiable intangibles, if applicable. Goodwill is not amortized for book purposes; however, it is reviewed at least annually for impairment ~~related to all other factors~~and is ~~recognized~~usually not deductible for tax purposes.

The assets acquired and liabilities assumed and consideration paid in ~~other comprehensive income.~~

~~FASB ASC 820-10-35 clarifies~~ the ~~application~~acquisition are recorded at their estimated fair values based on management’s best estimates using information available at the date of the ~~provisions of FASB ASC 820-10-05 in an inactive market~~acquisition and ~~how an entity would determine fair value in an inactive market. The Company applies~~are subject to adjustment for up to one year after the guidance in FASB ASC 820-10-35 when determining fair value for the Company’s private label collateralized mortgage obligations, pooled trust preferred securities and single name corporate trust preferred securities. See Note 8closing date of the ~~Notes~~acquisition. Our estimates are based upon assumptions that we believe to ~~Consolidated Financial Statements for further discussion.~~be reasonable and the Company may use an outside service provider to assist with the valuations.

: The Company adopted the provisions of FASB ASC 350-10, which requires that goodwill be reported separate from other intangible assets in the Consolidated Statements of Condition and not be amortized but rather tested for impairment annually or more frequently if impairment indicators arise. The Company performs an annual goodwill impairment test in the fourth quarter of each year, or more often if events or circumstances warrant. We will continue to monitor and evaluate the impact of COVID-19 and its impact on our market capitalization, overall economic conditions and any other potential triggering events that may indicate an impairment of goodwill in the future. In the event we conclude that all or a portion of our goodwill is impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or our regulatory capital ratios.

: The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns.

Fluctuations in the actual outcome of these future tax consequences could impact the Company’s consolidated financial condition or results of operations. Note 1211 of the Notes to Consolidated Financial Statements included in the Company’s Form 10-K for the year ended December 31, ~~2016~~2020 includes additional discussion on the accounting for income taxes.

COVID-19 continues to impact the Company’s operations and financial results, as well as those of our customers. In response to the COVID-19 pandemic, the Company continued to offer temporary relief to effected customers, deferring either their full loan payment, the principal component or the interest component of their loan payment for an initial period of time ranging from 30 to 120 days. As of March 31, 2021, the Company has 102 deferred loans with a total outstanding loan balance of $204.2 million. As provided for under the CARES act, these short-term deferrals are not considered troubled debt restructurings, provided that the modification is related to COVID-19, executed on a loan that was not more than 30 days past due as of December 31, 2019 or the date of the deferral, and executed between March 1, 2020 and January 1, 2022, or the date that is 60 days after the termination date of the national emergency declared by the president on March 13, 2020, under the National Emergencies Act related to the outbreak of COVID-19.

With the passage of the Paycheck Protection Program (“PPP”), administered by the Small Business Administration (“SBA”), the Company was an active participant in assisting its customers with applications for resources through the program. PPP loans originated prior to June 5, 2020 have a two-year term, which may be extended to five years with the consent of the Company, and those originated on or after June 5, 2020 have a five year term, and the loans bear interest at 1%, along with an origination fee payable from the SBA to the Company. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of March 31, 2021, PPP loans were $522.3 million. It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government and, as such, the Company has not included the PPP loans in calculation of the ACL as of March 31, 2021. Should those circumstances change, the Company could be required to establish additional provisions for loan loss expense charged to earnings.

Net income ~~available to common stockholders~~ for the three months ended ~~September 30, 2017 amounted to $13.1~~March 31, 2021 was $33.0 million compared to ~~$11.9~~$6.0 million for the comparable three-month period ended ~~September 30, 2016.~~March 31, 2020. The Company’s diluted earnings per share were ~~$0.41~~$0.82 for the three months ended ~~September 30, 2017~~March 31, 2021 as compared with diluted earnings per share of ~~$0.39~~$0.15 for the comparable three-month period ended ~~September 30, 2016.~~March 31, 2020. The increase in net income ~~available to common stockholders~~ and diluted earnings per share was primarily ~~attributable~~due to ~~an increase~~a $5.8 million recapture of credit loss reserves in ~~net interest income and a decrease in provision for loan~~the current quarter reflecting the impact of the improved economic outlook on the current expected credit losses partially offset by a decrease in net gains on sale of investment securities and an increase in other expenses. The increase in other expenses was primarily the result of an increase in a valuation allowance related to loans held-for-sale.

Net income available to common stockholders for the nine months ended September 30, 2017 amounted to $32.6 million compared to $33.1 million for the comparable nine-month period ended September 30, 2016. The Company’s diluted earnings per share were $1.01 for the nine months ended September 30, 2017 as(“CECL”) accounting standard, compared with ~~diluted earnings per share~~a $16.0 million provision in the first quarter of $1.09 for the comparable nine-month period ended September 30, 2016. The decrease in net income available to common stockholders and diluted earnings per share was primarily attributable to an increase in noninterest expenses, which was primarily the result of an increase in a valuation allowance related to loans held-for-sale and a decrease in net gains on sale of investment securities, partially offset by an increase in net interest income, a decrease in provision for loan losses, and a decrease in income tax expense.2020.

Net interest income is the difference between the interest earned on the portfolio of earning assets (principally loans and investments) and the interest paid for deposits and borrowings, which support these assets. Net interest income is presented on a tax-equivalent basis by adjusting tax-exempt income (primarily interest earned 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 issues. 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 ~~third quarter of 2017~~three months ended March 31, 2021 increased by ~~$4.2~~$5.8 million, or ~~12.3%~~10.4%, from the ~~third~~comparable three-month period ended March 31, 2020. The increase from the first quarter of ~~2016, resulting~~2021 resulted primarily from ana 6.4% increase in average interest-earning assets, ~~of 8.4%~~largely due to PPP originations, and ~~the~~a 15 basis-point widening of the net interest margin ~~by 12 basis-points~~ to ~~3.44%~~3.56% from 3.32%. Included in net interest income was accretion and amortization of purchase accounting adjustments of $0.3 million and $1.0 million during the third quarter of 2017 and 2016, respectively. Excluding these purchase accounting adjustments, the adjusted net interest margin was 3.41% ~~in the third quarter of 2017, widening by 19 basis-points from the third quarter of 2016 adjusted net interest margin of 3.22%~~. The increase in the adjusted net interest margin was primarily attributable to a higher volume of loans which reduced excess cash balances resulting in an improved asset-mix, partially offset by increased cost in deposit funding and lower yields on securities.

Fully taxable equivalent net interest income for the nine months ended September 30, 2017 was $108.0 million, an increase of $9.1 million, or 9.2%, from the nine months ended September 30, 2016, resulting from an increase in average interest-earning assets of 7.8% and the widening of the net interest margin ~~by 5~~resulted from a 75 basis-points to 3.44% from 3.39%. Included in net interest income was accretion and amortization of purchase accounting adjustments of $1.3 million and $3.6 million during the nine months ended September 30, 2017 and 2016, respectively. Excluding these purchase accounting adjustments, the adjusted net interest margin was 3.40% for the nine months ended September 30, 2017, widening by 14 basis-points from the nine months ended September 30, 2016 adjusted net interest margin of 3.26%. The increasereduction in the ~~adjusted net interest margin was primarily attributable to higher yields on loans and an improved asset-mix,~~cost of funding interest-earning assets, partially offset by ~~lower yields on securities and an increased cost~~a 49 basis-point reduction in ~~deposit funding.~~the rate of average interest-earning assets.

The following tables, “Average Statements of Condition with Interest and Average Rates”, present for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, 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.

Noninterest income totaled ~~$1.8~~$3.4 million for the three months ended ~~September 30, 2017,~~March 31, 2021, compared with ~~$5.6~~$2.9 million for the three months ended ~~September 30, 2016. There were no net securities gains/(losses) for~~March 31, 2020. During the ~~three months ended September 30, 2017 and $4.1~~first quarter of 2021, the Bank completed the sale of two branches, resulting in a gain of $0.7 million, which was included in noninterest income. Total noninterest income, excluding the branch sales, decreased $0.1 million from the first quarter of 2020. The decrease was primarily attributable to a decrease in net gains on sale of securities of $0.4 million, partially offset by an increase in net gains ~~for the three months ended September 30, 2016. Excluding the securities gains, noninterest income increased by~~on sale of loans held-for-sale of $0.3 million when compared to the prior year third quarter. The increase was due primarily to a bank owned life insurance death benefit recorded during the third quarter of 2017. Noninterest income also includes bank owned life insurance and deposit, loan and other income for the three month periods.million.

Noninterest income totaled $6.2 million for the nine months ended September 30, 2017, compared with $8.3 million for the nine months ended September 30, 2016. For the nine months ended September 30, 2017 and 2016, there were $1.6 million and $4.2 million of net securities gains, respectively. Excluding the securities gains, noninterest income increased by $0.5 million when compared to the nine months ended September 30, 2016. The increase was due primarily to a bank owned life insurance death benefit recorded during the third quarter of 2017. Noninterest income also includes annuities and insurance commissions, bank owned life insurance and deposit, loan and other income for the nine month periods.

Noninterest expenses totaled ~~$18.6~~$26.5 million for the three months ended ~~September 30, 2017,~~March 31, 2021, compared to ~~$14.6~~$35.1 million for the three months ended ~~September 30, 2016. The increase~~March 31, 2020. Noninterest expenses decreased by $8.6 million from the prior year ~~period was mainly attributable~~first quarter due primarily to ~~an increase~~a decrease of $9.5 million in merger expenses resulting from the ~~taxi medallions loans held-for-sale valuation allowance~~acquisition of ~~$3.0 million. In addition,~~Bancorp of New Jersey (“BNJ”)in 2020. Excluding merger-related expenses, noninterest expenses increased by $0.9 million from the first quarter of 2020 due primarily to increases in salaries and employee benefits ~~($1.1 million), FDIC insurance premiums ($0.1 million)~~of $1.0 million, and ~~data processing ($0.2 million) were~~professional and consulting of $0.4 million, and was partially offset by decreases in ~~occupancy~~other expenses of $0.3 million and ~~equipment expenses ($0.1 million) and other expense ($0.2 million), contributing to the overall increase in noninterest expenses from the prior year third quarter.~~amortization of core deposit intangible of $0.1 million.

Noninterest expenses totaled $62.2 million for the nine months ended September 30, 2017, compared to $43.3 million for the nine months ended September 30, 2016. The increase from the prior year period was mainly attributable to an increase in the taxi medallions loans held-for-sale valuation allowance of $15.3 million. In addition, increases in salaries and employee benefits ($2.6 million), FDIC insurance premiums ($0.6 million), data processing ($0.4 million) and other expense ($0.3 million) were partially offset by decreases in occupancy and equipment expenses ($0.2 million) contributing to the overall increase in noninterest expenses from the prior year nine month period.

Income tax expense was ~~$5.6~~$10.9 million for the three months ended ~~September 30, 2017,~~March 31, 2021, compared to ~~$5.4~~$1.0 million for the three months ended ~~September 30, 2016.~~March 31, 2020. The effective tax rate for the ~~current quarter was 30.0% versus 31.5% for the prior-year quarter.~~

~~Income tax expense was $12.6 million for the nine~~three months ended September 30, 2017, compared to $15.2 million for the nine months ended September 30, 2016. Included in income tax expense for the nine months ended September 30, 2017 is a benefit of $180 thousand which resulted from the effect of implementing ASU 2016-09, which relates to the recognition of excess tax benefits in the income statement (formerly through equity) that result from employee share-based payment awards.March 31, 2021 and March 31, 2020 was 24.8% and 14.8%, respectively. The effective tax rate for the ~~nine months ended September 30, 2017~~first quarter of 2020 was ~~27.9% versus 31.5% for the prior-year period. Excluding any changes~~lower compared to ~~the taxi medallion valuation allowance, the effective tax rate for 2017 is expected to be maintained in the low 30% range.~~

Commercial lending is the Company’s primary business activity. The Company’s loan portfolio consists of commercial, residential and consumer loans, serving the diverse client base in the Company’s market area. The composition of the Company’s portfolio remains relatively constant but can changeMarch 31, 2021 due to factors such as the economic climate, the level and fluctuations in interest rates, real estate values and employment metrics. Organic growth (i.e., growth other than through mergers and acquisitions) is generated through business development, repeat client requests for new financings, penetration into existing markets and entry into new markets.different proportions of income from non-taxable sources.

The Company seeks to create growth in commercial lending by offering client-focused products, competitive pricing and by capitalizing on the positive trends in its market area. Products offered are designed to meet the financial requirements of the Company’s clients. It is the objective of the Company’s credit policies to diversify the commercial loan portfolio to limit concentrations in any single segment.Financial Condition

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.

As of March 31, 2021, gross loans totaled ~~$3.9~~$6.3 billion, an increase of ~~$0.4 billion,~~$47.8 million, or ~~11.9%~~0.8%, as compared to December 31, ~~2016.~~2020. Net loan growth was primarily attributable to the PPP loans.

As of January 1, 2021, the Company adopted the CECL accounting standard. As of March 31, 2021, the Company’s allowance for credit losses for loans was $80.6 million, an increase of $1.4 million from $79.2 million as of December 31, 2020. The increase was attributable to the “Day 1” effect of the adoption of the CECL accounting standard, which was $6.6 million, offset by a $5.8 million recapture of credit loss reserves during the first quarter of 2021.

The (reversal of) provision for credit losses was $(5.8) million for the first quarter of 2021, and $16.0 million for the first quarter of 2020. The decrease in provision for credit losses during the first quarter of 2021 when compared to the first quarter of 2020 was the result of an improved macro-economic outlook when compared to January 1, 2021, the day the Company adopted CECL.

As of March 31, 2021, the ACL was $80.6 million as compared to $79.2 million as of December 31, 2020. The level of the allowance for the respective periods of 2021 and 2020 reflects the credit quality within the loan portfolio, loan growth, the changing composition of the commercial ~~real estate ($380 million), commercial ($88 million)~~ and residential real estate ~~($32 million), partially offset by~~loan portfolios and other related factors.

There were $0.1 million net recoveries for the three months ended March 31, 2021, compared with $0.1 million net charge-offs for the three months ended March 31, 2020. The ACL as a ~~decrease in construction ($87 million).~~

~~At September 30, 2017, acquired~~percentage of loans ~~remaining in the loan portfolio totaled $0.5 billion,~~receivable amounted to 1.28% as of March 31, 2021 compared to ~~$0.7 billion~~1.27% as of December 31, ~~2016.~~

~~The purpose~~2020. Excluding the impact of PPP loans in the calculation of the ACL as a percentage of loans receivable, the ratio increases to 1.40% as of March 31, 2021, compared to 1.36% as of December 31, 2020. PPP loans do not have allowance for loan losses (“ALLL”) is to establish a valuation allowance for probable incurred credit losses in the loan portfolio. Additions to the ALLL are made through provisions charged against current operations and through recoveries made on loans previously charged off. The ALLL is maintained at an amount considered adequate by management to provide for probable incurred credit losses inherent in the loan portfolio based upon historical losses and a periodic evaluation of external and portfolio risk factors. In establishing an appropriate ALLL, an assessment of the individual borrowers, a determination of the value of the underlying collateral, a review of historical loss experience and an analysis of the levels and trends of loan categories, delinquencies and problem loans are considered. Such factors as the level and trend of interest rates and current economic conditions and peer group statistics are also reviewed. The Company’s analysis of its ALLL also takes into consideration the potential impact that current trends may have on the Company’s borrower base.

Although management uses the best information available, the level of the ALLL remains an estimate, which is subject to significant judgment and short-term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ALLL. Such agencies may require the Company to increase the ALLL based on their analysis of information availableattributable to them, atas they are fully guaranteed by the time of their examination. Furthermore, the majority of the Company’s loans are secured by real estate in the State of New Jersey. Future adjustments to the ALLL may be necessary due to economic factors impacting New Jersey real estate and the economy in general, as well as operating, regulatory and other conditions beyond the Company’s control.

At September 30, 2017, the ALLL was $29.9 million as compared to $25.7 million at December 31, 2016. Provisions to the ALLL for the three and nine months ended September 30, 2017 totaled $1.5 million and $4.0 million, respectively, compared to $6.8 million and $13.5 million for the same periods in 2016. The decrease from the prior year quarter and prior year nine month period was largely attributable to decreases in specific reserves, primarily related to the portfolio of taxi medallion loans.

There were $(19) thousand in net recoveries and $1.9 million in net charge-offs during the three months ended September 30, 2017 and 2016, respectively. There were $(126) thousand in net recoveries and $2.5 million in net charge-offs during the nine months ended September 30, 2017 and September 30, 2016, respectively. The ALLL as a percentage of total loans amounted to 0.77% at September 30, 2017 compared to 0.74% at December 31, 2016 and 1.09 % at September 30, 2016.SBA.

The level of the allowance for the respective periods of ~~2017~~2021 and ~~2016~~2020 reflects the credit quality within the loan portfolio, ~~the~~ loan ~~volume recorded during the periods,~~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 ~~ALLL at September 30, 2017~~ACL as of March 31, 2021 is adequate to cover 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.

Changes in the ~~ALLL~~ACL are presented in the following table for the periods indicated.

The Company manages asset quality and credit risk by maintaining diversification in its loan portfolio and through review processes that include 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 enough to correct the problems, to record charge-offs promptly based on realistic assessments of current collateral values and cash flows, and to maintain an adequate allowance for ~~loan~~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. Performing troubled debt restructured loans represent loans to borrowers experiencing financial difficulties on which a concession was granted, such as a reduction in interest rate below the current market rate for new debt with similar risks or modified repayment terms, and are performing under the restructured terms.

The following table sets forth, as of the dates indicated, the amount of the Company’s nonaccrual loans, other real estate owned (“OREO”), performing troubled debt restructurings (“TDRs”) and loans past due 90 days or greater and still ~~accruing/accreting:~~accruing:

~~At September 30, 2017,~~As of March 31, 2021, 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, ~~trust preferred securities,~~ asset-backed securities and equity securities.

~~During~~ For the quarter ended September 30, 2016, the Company transferred all securities previously categorized as held-to-maturity to available-for-sale classification. The transfer resulted in an increase of approximately $210 million in amortized cost basis of available-for-sale securities and resulted in a net increase to accumulated other comprehensive income of $7.4 million, net of tax. This transfer enhanced liquidity and increased flexibility with regard to asset-liability management and balance sheet composition. As a result of the transfer, the Company believes it has tainted its held-to-maturity classification and judgment will be required in the future in determining when circumstances have changed such that management can assert that it has the intent and ability to hold debt securities to maturity. Based on this guidance, the Company does not expect to classify any securities as held-to-maturity within the near future.

~~For the three months ended September 30, 2017,~~March 31, 2021, average securities ~~decreased $9.7~~increased $12.7 million to ~~$397.1~~approximately $473.2 million, or ~~9.1%~~6.8% of average total interest-earning assets, from approximately $460.5 million, or 6.5% of average interest-earning assets, ~~from $406.8 million, or 10.1%~~compared to December 31, 2020.

As of average interest-earning assets, for the comparable period in 2016. For the nine months ended September 30, 2017, average securities decreased $28.7 million to $384.8 million, or 9.2% of average interest-earning assets, from $413.5 million, or 10.6% of average interest-earning assets, for the comparable period in 2016.

~~At September 30, 2017,~~March 31, 2021, net unrealized ~~gains~~losses on securities available-for-sale, which are carried as a component of accumulated other comprehensive ~~income~~loss and included in stockholders’ equity, net of tax, amounted to ~~$0.7~~$3.9 million as compared ~~to $0.9 million at December 31, 2016. The decrease in~~with net unrealized gains of $7.9 million as of December 31, 2020. The increase in unrealized losses is ~~predominantly~~predominately attributable to ~~the sales of available-for-sale securities during 2017~~changes in market conditions and ~~fluctuations in prevailing market~~ 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 gross unrealized losses associated with agency securities and federal agency obligations, mortgage-backed securities, corporate bonds and tax-exempt securities are not considered to be other-than-temporary because their unrealized losses are relateddecline in fair value is largely due to changes in interest rates and doother market conditions. The issuers continue to make timely principal and interest payments on the securities. Any impairment that has not ~~affect the expected cash flows~~been recorded through an allowance for credit losses is recognized in other comprehensive income, net of ~~the underlying collateral or issue.~~applicable taxes. The Company did not record an allowance for credit losses for available-for-sale as of March 31, 2021.

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.

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 ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020, 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 ~~September 30, 2017,~~March 31, 2021, we estimated that over the next one-year period a 200 basis-point instantaneous increase in the general level of interest rates would increase our net interest income by ~~1.65%~~1.89%, while a 100 basis-point instantaneous decrease in interest rates would decrease net interest income by ~~1.84%~~5.91%. As of December 31, ~~2016,~~2020, we estimated that over the next one-year period a 200 basis-point instantaneous increase in the general level of interest rates would increase our net interest income by ~~5.79%~~0.70%, while a 100 basis-point instantaneous decrease in ~~the general level of~~ interest rates would decrease ~~our~~ net interest income by ~~2.93%~~5.18%.

Based on our model, which was run as of ~~September 30, 2017,~~March 31, 2021, 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 increase our net interest income by ~~2.43%~~6.97%, while a 100 basis-point instantaneous decrease in interest rates would decrease net interest income by ~~2.75%~~10.57%. As of December 31, ~~2016,~~2020, 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 increase our net interest income by ~~6.65%~~3.89%, while a 100 basis-point instantaneous decrease in interest rates would decrease net interest income by ~~4.43%~~8.56%.

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 ~~September 30, 2017,~~March 31, 2021, would decline by ~~12.49%~~8.01% with an instantaneous rate shock of up 200 basis points, and increase by ~~4.51%~~5.59% with an instantaneous rate shock of down 100 basis points. Our EVE as of December 31, ~~2016,~~2020, would decline by ~~7.97%~~7.76% with an instantaneous rate shock of up 200 basis points, and increase by ~~2.96%~~5.70% with an instantaneous rate shock of down 100 basis points.

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.

The consolidated financial statements and notes thereto presented elsewhere herein have been prepared in accordance with GAAP, which ~~require~~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.

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.

~~At September 30, 2017,~~As of March 31, 2021, 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 ~~September 30, 2017,~~March 31, 2021, liquid assets (cash and due from banks, interest-bearing deposits with banks and unencumbered investment securities) were ~~$399.2~~$601.1 million, which represented ~~8.2%~~8.1% of total assets and 9.5% of total deposits and borrowings, compared to ~~$428.2~~$697.4 million atas of December 31, ~~2016,~~2020, which represented ~~9.7%~~9.2% of total assets and ~~11.2%~~10.9% of total deposits and ~~borrowings on such date.~~borrowings.

The Bank is a member of the ~~FHLB~~Federal Home Loan Bank of New York and, based on available qualified collateral as of ~~September 30, 2017,~~March 31, 2021, had the ability to borrow ~~$1.4~~$1.9 billion. In addition, ~~at September 30, 2017,~~as of March 31, 2021, the Bank had in place borrowing capacity of $25 million through correspondent banks. The Bank also has a credit facility established with the Federal Reserve Bank of New York for direct discount window borrowings with capacity based on pledged collateral of ~~$10.9~~$3.2 million. ~~At September 30, 2017,~~As of March 31, 2021, the Bank had aggregate available and unused credit of approximately ~~$796 million,~~$1.1 billion, which represents the aforementioned facilities totaling ~~$1.4~~$1.9 billion net of ~~$610 million~~$0.8 billion in outstanding borrowings and letters of credit. ~~At September 30, 2017,~~As of March 31, 2021, outstanding commitments for the Bank to extend credit were approximately ~~$635~~$970 million.

Cash and cash equivalents totaled ~~$141.3~~$260.1 million ~~on September 30, 2017,~~as of March 31, 2021, decreasing by ~~$59.1~~$43.7 million from ~~$200.4~~$303.8 million atas of December 31, ~~2016.~~2020. Operating activities provided ~~$68.3~~$80.1 million in net cash. Investing activities ~~used $508.7~~provided $5.6 million in net cash, primarily reflecting an increase in ~~loans and securities.~~securities partially offset by an increase in loans. Financing activities ~~provided $381.2~~used $129.4 million in net cash, primarily reflecting a ~~net increase of $279.5 million in deposits and a net increase of $109 million in borrowings (consisting of $780.0 million in new FHLB borrowings offset by notional repayments of $656.0 million~~repayment of FHLB borrowings and ~~$15.0~~subordinated debentures of approximately $66.2 million ~~of repayments of repurchase agreements).~~and $50.0 million, respectively.

Total deposits ~~increased~~decreased by ~~$279.5~~$7.9 million, or ~~8.4%~~0.1%, to ~~$3.6~~$6.0 billion ~~at September 30, 2017~~as of March 31, 2021 from December 31, ~~2016.~~2020. The ~~increase~~decrease was primarily ~~attributable~~due to ~~increases~~decreases in time deposits ~~money market, interest-bearing demand and noninterest-bearing demand deposits and~~ partially offset by ~~a slight decrease~~increases in ~~savings deposits.~~demand, interest bearing, non-interest bearing and savings. The following table sets forth the composition of our deposit base by the periods indicated.

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 prior to maturity. The floating interest rate on the subordinated debentures is three month LIBOR plus 2.85% and ~~reprices~~re-prices quarterly. The rate ~~at September 30, 2017~~as of March 31, 2021 was ~~4.16%~~3.06%.

During June ~~2015,~~2020, the Parent Corporation issued ~~$50~~$75 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the ~~“Notes”~~“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.

During January 2018, the Parent Corporation issued $75 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the “2018 Notes”) to certain ~~institutional~~ accredited investors. The net proceeds from the sale of the 2018 Notes were used by the Parent Corporation to contribute $35.0 million of common equity to the Bank on September 30, 2015, and to repay $11.25 million of SBLF preferred issued to the U.S. Treasury on March 11, 2016. Remaining funds were used for general corporate ~~purposes.~~purposes, which included the Parent Corporation contributing $65 million of the net proceeds to the Bank in the form of debt and common equity in the first quarter of 2018. The 2018 Notes are non-callable for five years, have a stated maturity of ~~July~~February 1, ~~2025,~~2028 and bear interest at a fixed rate of ~~5.75%~~5.20% per year, from and including ~~September 30, 2015~~January 17, 2018 to, but excluding ~~July~~February 1, ~~2020.~~2023. From and including ~~July~~February 1, ~~2020~~2023 to, but excluding the maturity date, or early redemption date, the interest rate will reset quarterly to a level equal to the then current ~~three month~~three-month LIBOR rate plus 284 basis points.

During June 2015, the Parent Corporation issued $50 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the “2015 Notes”). As of December 31, 2020, the 2015 Notes have a stated maturity of July 1, 2025, and bear interest until the maturity date or early redemption date at a variable rate equal to the then current three-month LIBOR rate plus 393 basis points. As of December 31, 2020, the variable interest rate was 4.16% and all costs related to 2015 issuance have been amortized. The 2015 Notes were redeemed in full on January 1, 2021.

The Company’s stockholders’ equity was ~~$558~~$935.6 million ~~at September 30, 2017,~~as of March 31, 2021, an increase of ~~$26.7~~$20.3 million from December 31, ~~2016.~~2020. The increase in stockholders’ equity was primarily attributable ~~to an increase of $25.4 million in~~ retained ~~earnings and approximately $1.4 million of equity issuance related to stock-based compensation.~~earnings. As of ~~September 30, 2017,~~March 31, 2021, the Company’s tangible common equity ratio and tangible book value per share were ~~8.71%~~9.91% and ~~$12.78,~~$18.02, respectively. As of December 31, ~~2016,~~2020, the tangible common equity ratio and tangible book value per share were ~~8.93%~~9.50% and ~~$11.96,~~$17.49, respectively. Total goodwill and other intangible assets were approximately ~~$148 million and $149~~$219 million as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016, respectively.~~2020. The following table shows the reconciliation of common equity to tangible common equity and the tangible common equity ratio.

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 ~~September 30, 2017~~March 31, 2021 for the Company and the Bank, compared with minimum capital adequacy requirements and the regulatory requirements for classification as a well-capitalized depository ~~institution (dollars in thousands).~~institution.

~~As of September 30, 2017, management believes that each of the Bank and the Company meet all capital adequacy requirements to which they are subject.~~

Basel III rules require a “capital conservation buffer” for both the Company and the Bank. When fully phased in on January 1, 2019, each of the Company and the Bank will be required to maintain a 2.5% capital conservation buffer, above and beyond the capital levels otherwise required under applicable regulation. The implementation of this capital conservation buffer began on January 1, 2016 at a level of 0.625%, and will increase by 0.625% on each subsequent January 1 until it reaches 2.5% on January 1, 2019. Under this guidance banking institutions with a CET1, Tier 1 Capital Ratio and Total Risk Based Capital Ratio above the minimum regulatory adequate capital ratios but below the capital conservation buffer will face constraints on their ability to pay dividends, repurchase equity and pay discretionary bonuses to executive officers, based on the amount of the shortfall.

As of ~~September 30, 2017~~March 31, 2021, both the Company and Bank satisfy the capital conservation buffer requirements applicable to them. The lowest ratio at the Company is the ~~Total~~Tier 1 Risk Based ~~Capital~~ Ratio which was ~~2.09%~~2.94% above the minimum buffer ratio and, at the Bank, the lowest ratio was the Total Risk Based Capital Ratio which was ~~1.97%~~4.05% above the minimum buffer ratio.

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

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.

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

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.~~10-K for the year ended December 31, 2020.

~~Not applicable~~See “Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations – Shareholders’ Equity”

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.

	September 30,			December 31,			September 30,
	2017			2016			2016
	(dollars in thousands)
Notional amount	$	100,000		$	75,000		$	75,000
Weighted average pay rates		1.52	%		1.59	%		1.58	%
Weighted average receive rates		1.07	%		0.69	%		0.70	%
Weighted average maturity		2.7 years			2.8 years			3.1 years
Fair value	$	164		$	88		$	(1,212	)


	March 31,			December 31,			March 31,
	2021			2020			2020
	(dollars in thousands)
Notional amount	$	175,000		$	175,000		$	200,000
Weighted average pay rates		0.22	%		1.85	%		1.74	%
Weighted average receive rates		1.68	%		0.92	%		1.76	%
Weighted average maturity		0.6 years			0.8 years			1.4 years
Fair value	$	(1,464	)	$	(2,119	)	$	(3,029	)

	~~Nine Months Ended September 30, 2017~~
	~~Amount of gain~~		~~Amount of gain~~		~~Amount of gain (loss)~~
	~~(loss) recognized~~		~~(loss) reclassified~~		~~recognized in other~~
	~~in OCI (Effective~~		~~from OCI to~~		~~Noninterest income~~
	~~Portion)~~		~~interest income~~		~~(Ineffective Portion)~~
	~~(dollars in thousands)~~
~~Interest rate contracts~~	$	45	$	-	$	-

	~~Nine Months Ended September 30, 2016~~
	~~Amount of gain~~			~~Amount of gain~~		~~Amount of gain (loss)~~
	~~(loss) recognized~~			~~(loss) reclassified~~		~~recognized in other~~
	~~in OCI (Effective~~			~~from OCI to~~		~~Noninterest income~~
	~~Portion)~~			~~interest income~~		~~(Ineffective Portion)~~
	~~(dollars in thousands)~~
~~Interest rate contracts~~	$	~~(640~~	)	$	-	$	-

	Three Months Ended March 31, 2021
	Amount of gain		Amount of (gain)		Amount of gain
	(loss) recognized		loss reclassified		recognized in other
	in OCI (Effective		from OCI to		Noninterest income
	Portion)		interest income		(Ineffective Portion)
	(dollars in thousands)
Interest rate contracts	$	24	$	631	$	0-

	September 30,			December 31,
(in thousands, except for share data)	2017			2016
	(unaudited)
ASSETS
Cash and due from banks	$	41,114		$	37,150
Interest-bearing deposits with banks		100,148			163,249
Cash and cash equivalents		141,262			200,399

Securities available-for-sale		400,516			353,290

Loans held-for-sale (net of valuation allowance of $15,287 and $-0-, respectively)		89,386			78,005

Loans receivable		3,889,289			3,475,832
Less: Allowance for loan losses		29,870			25,744
Net loans receivable		3,859,419			3,450,088

Investment in restricted stock, at cost		29,672			24,310
Bank premises and equipment, net		21,917			22,075
Accrued interest receivable		14,841			12,965
Bank owned life insurance		110,762			98,359
Other real estate owned		-			626
Goodwill		145,909			145,909
Core deposit intangibles		2,533			3,088
Other assets		28,538			37,234
Total assets	$	4,844,755		$	4,426,348
LIABILITIES
Deposits:
Noninterest-bearing	$	719,582		$	694,977
Interest-bearing		2,904,187			2,649,294
Total deposits		3,623,769			3,344,271
Borrowings		585,124			476,280
Subordinated debentures (net of debt issuance costs of $498 and $621, respectively)		54,657			54,534
Other liabilities		23,514			20,231
Total liabilities		4,287,064			3,895,316

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY

Common stock, no par value, authorized 50,000,000 shares; issued 34,079,239 shares at September 30, 2017 and 34,018,731 at December 31, 2016; outstanding 32,015,317 shares at September 30, 2017 and 31,948,307 at December 31, 2016		412,546			412,726
Additional paid-in capital		12,840			11,407
Retained earnings		151,851			126,462
Treasury stock, at cost (2,063,922 common shares at September 30, 2017 and December 31, 2016)		(16,717	)		(16,717	)
Accumulated other comprehensive loss		(2,829	)		(2,846	)
Total stockholders’ equity		557,691			531,032
Total liabilities and stockholders’ equity	$	4,844,755		$	4,426,348

	March 31,			December 31,
(in thousands, except for share data)	2021			2020
	(unaudited)
ASSETS
Cash and due from banks	$	48,250		$	63,637
Interest-bearing deposits with banks		211,842			240,119
Cash and cash equivalents		260,092			303,756

Securities available-for-sale		442,023			487,955
Equity securities		13,200			13,387

Loans held-for-sale		6,900			4,710

Loans receivable		6,277,191			6,236,307
Less: Allowance for credit losses (loans)		80,568			79,226
Net loans receivable		6,196,623			6,157,081

Investment in restricted stock, at cost		22,483			25,099
Bank premises and equipment, net		29,296			30,108
Accrued interest receivable		35,249			35,317
Bank owned life insurance		167,024			165,960
Right of use operating lease assets		13,469			16,159
Goodwill		208,372			208,372
Core deposit intangibles		10,470			10,977
Other assets		44,438			88,458
Total assets	$	7,449,639		$	7,547,339
LIABILITIES
Deposits:
Noninterest-bearing	$	1,384,961		$	1,339,108
Interest-bearing		4,566,373			4,620,116
Total deposits		5,951,334			5,959,224
Borrowings		359,710			425,954
Subordinated debentures, net		152,724			202,648
Lease liabilities		15,260			18,026
Other liabilities		34,974			26,177
Total liabilities		6,514,002			6,632,029

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Preferred Stock:
Authorized 5,000,000 shares		0-			0-
Common stock, no par value:
Authorized 50,000,000 shares; issued 42,525,864 shares as of March 31, 2021 and 42,444,031 shares as of December 31, 2020; outstanding 39,773,602 shares as of March 31, 2021 and 39,785,398 as of December 31, 2020		586,946			586,946
Additional paid-in capital		23,621			23,887
Retained earnings		358,441			331,951
Treasury stock, at cost 2,752,262 common shares as of March 31, 2021 and 2,658,633 as of December 31, 2020		(32,682	)		(30,271	)
Accumulated other comprehensive (loss) income		(689	)		2,797
Total stockholders’ equity		935,637			915,310
Total liabilities and stockholders’ equity	$	7,449,639		$	7,547,339

															Accumulated
							Additional								Other			Total
(dollars in thousands, except for per	Preferred			Common			Paid-In		Retained			Treasury			Comprehensive			Stockholders’
share data)	Stock			Stock			Capital		Earnings			Stock			(Loss) Income			Equity
Balance as of December 31, 2015	$	11,250		$	374,287		$	8,527	$	104,606		$	(16,717	)	$	(4,609	)	$	477,344
Net income		-			-			-		33,106			-			-			33,106
Other comprehensive income, net of tax		-			-			-		-			-			5,333			5,333
Dividend on series B preferred stock		-			-			-		(22	)		-			-			(22	)
Cash dividends declared on common stock ($0.225 per share)		-			-			-		(6,805	)		-			-			(6,805	)

Redemption of preferred stock		(11,250	)		-			-		-			-			-			(11,250	)
Exercise of stock options (36,135 shares)		-			-			232		-			-			-			232
Restricted stock and performance units grants (75,520 shares)		-			-			-		-			-			-			-
Stock-based compensation expense		-			-			1,650		-			-			-			1,650

Balance as of September 30, 2016	$	-		$	374,287		$	10,409	$	130,885		$	(16,717	)	$	724		$	499,588

Balance as of December 31, 2016	$	-		$	412,726		$	11,407	$	126,462		$	(16,717	)	$	(2,846	)	$	531,032
Net income		-			-			-		32,640			-			-			32,640
Other comprehensive income, net of tax		-			-			-		-			-			17			17
Cash dividends declared on common stock ($0.225 per share)		-			-			-		(7,251	)		-			-			(7,251	)

Stock issuance costs		-			(180	)		-		-			-			-			(180	)
Exercise of stock options (10,846 shares)		-			-			118		-			-			-			118
Restricted stock grants (57,164 shares)		-			-			-		-			-			-			-
Stock-based compensation expense		-			-			1,315		-			-			-			1,315

Balance as of September 30, 2017	$	-		$	412,546		$	12,840	$	151,851		$	(16,717	)	$	(2,829	)	$	557,691

Supplemental disclosures of cash flow information
Cash payments for:
Interest paid on deposits and borrowings	$	11,690	$	24,627
Income taxes		4,350		7,476

Supplemental disclosures of noncash activities
Investing:
Transfer of loans from held-for-investment to held-for-sale	$	0-		10,995

Business combinations:
Fair value of assets acquired	$	0-	$	949,276
Fair value of liabilities assumed		0-		852,729

	September 30, 2017
	Total					Less than 12 Months					12 Months or Longer
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(dollars in thousands)
Federal agency obligation	$	21,451	$	(171	)	$	17,679	$	(116	)	$	3,772	$	(55	)
Residential mortgage pass-through securities		77,391		(1,021	)		49,079		(457	)		28,312		(564	)
Obligations of U.S. states and political subdivisions		54,073		(1,044	)		47,016		(829	)		7,057		(215	)
Trust preferred securities		1,507		(71	)		-		-			1,507		(71	)
Corporate bonds and notes		13,123		(219	)		3,946		(38	)		9,177		(181	)
Asset-backed securities		7,929		(38	)		-		-			7,929		(38	)
Other securities		11,193		(273	)		5,911		(56	)		5,282		(217	)
Total temporarily impaired securities	$	186,667	$	(2,837	)	$	123,631	$	(1,496	)	$	63,036	$	(1,341	)

	Three Months Ended March 31, 2020
	Amount of gain			Amount of (gain)			Amount of gain
	(loss) recognized			loss reclassified			recognized in other
	in OCI (Effective			from OCI to			Noninterest income
	Portion)			interest income			(Ineffective Portion)
	(dollars in thousands)
Interest rate contracts	$	(2,749	)	$	(7	)	$	0-

	September 30, 2017				December 31,2016
	Notional				Notional
	Amount		Fair Value		Amount		Fair Value
	(dollars in thousands)
Interest rate swaps related to FHLB advances included in assets	$	100,000	$	164	$	75,000	$	88

	Three Months			Three Months
	Ended			Ended
	September 30,			September 30,
	2017			2016
	(dollars in thousands)
Balance at beginning of period	$	12,325		$	-
Reduction from loans paid off		(38	)		-
Increase in valuation allowance		3,000			-
Balance at end of period	$	15,287		$	-


	Nine Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2017			2016
	(dollars in thousands)
Balance at beginning of period	$	-		$	-
Reduction from loans paid off		(38	)		-
Increase in valuation allowance		15,325			-
Balance at end of period	$	15,287		$	-

	Nonaccrual Loans with an ACL		Nonaccrual loans without an ACL
	(dollars in thousands)
Commercial	$	28,136	$	2,969
Commercial real estate		3,225		12,876
Commercial construction		2,934		6,017
Residential real estate		0-		4,783
Consumer		0-		0-
Total nonaccrual loans	$	34,295	$	26,645

	September 30, 2017
			Special								December 31, 2020
	Pass		Mention		Substandard		Doubtful		Total		Pass		Special Mention		Substandard		Doubtful		Total
	(dollars in thousands)										(dollars in thousands)
Commercial	$	630,818	$	3,882	$	6,913	$	-	$	641,613	$	1,447,097	$	30,725	$	43,930	$	215	$	1,521,967
Commercial real estate		2,535,005		30,875		19,325		-		2,585,205
Commercial real Estate												3,700,498		49,143		33,909		0-		3,783,550
Commercial construction		393,625		3,239		2,589		-		399,453		587,266		0-		30,481		0-		617,747
Residential real estate		264,244		-		-		-		264,244
Residential real Estate												311,174		0-		11,390		0-		322,564
Consumer		1,912		-		-		-		1,912		1,853		0-		0-		0-		1,853
Gross loans	$	3,825,604	$	37,996	$	28,827	$	-	$	3,892,427	$	6,047,888	$	79,868	$	119,710	$	215	$	6,247,681

	December 31, 2016
			Special
	Pass		Mention		Substandard		Doubtful		Total
	(dollars in thousands)
Commercial	$	539,961	$	3,255	$	10,360	$	-	$	553,576
Commercial real estate		2,154,343		31,173		19,194		-		2,204,710
Commercial construction		480,319		3,388		2,521		-		486,228
Residential real estate		228,990		-		3,557		-		232,547
Consumer		2,318		-		62		-		2,380
Gross loans	$	3,405,931	$	37,816	$	35,694	$	-	$	3,479,441

	March 31, 2021

	Real
	Estate		Other		Total
	(dollars in thousands)
Commercial	$	6,330	$	26,171	$	32,501
Commercial real estate		29,441		0-		29,441
Commercial construction		19,402		0-		19,402
Residential real estate		11,024		0-		11,024
Consumer		0-		0-		0-
Total (no related allowance)	$	66,197	$	26,171	$	92,368

	December 31, 2020
			Unpaid
	Recorded		Principal		Recorded
	Investment		Balance		Allowance
No related allowance recorded	(dollars in thousands)
Commercial	$	11,325	$	11,835
Commercial real estate		13,105		13,449
Commercial construction		24,284		24,907
Residential real estate		5,378		5,723
Consumer		0-		0-
Total (no related allowance)	$	54,092	$	55,914

With an allowance recorded

Commercial	$	23,736	$	69,122	$	12,985
Commercial real estate		2,722		2,722		1,329
Total (with allowance)	$	26,458	$	71,844	$	14,314

Total
Commercial	$	35,061	$	80,957	$	12,985
Commercial real estate		15,827		16,171		1,329
Commercial construction		24,284		24,907		0-
Residential real estate		5,378		5,723		0-
Consumer		0-		0-		0-
Total	$	80,550	$	127,758	$	14,314

	Three Months Ended September 30,								Nine Months Ended September 30,
	2017				2016				2017				2016
	Average		Interest		Average		Interest		Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income		Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized		Investment		Recognized		Investment		Recognized
	(dollars in thousands)
Impaired loans (no allowance)

Commercial	$	3,100	$	34	$	6,704	$	66	$	3,149	$	115	$	4,317	$	86
Commercial real estate		19,302		221		9,129		65		18,813		424		8,167		118
Commercial construction		4,285		63		1,224		21		4,273		215		979		54
Residential real estate		2,529		2		3,271		5		2,551		6		3,247		15
Consumer		48		1		70		1		54		2		74		3
Total	$	29,264	$	321	$	20,398	$	158	$	28,840	$	762	$	16,784	$	276

Impaired loans (allowance):

Commercial	$	-	$	-	$	91,393	$	925	$	-	$	-	$	85,620	$	2,447
Commercial real estate		1,645		2		153		-		1,654		39		153		-
Total	$	1,645	$	2	$	91,546	$	925	$	1,654	$	39	$	85,773	$	2,447

Total impaired loans:

Commercial	$	3,100	$	34	$	98,097	$	991	$	3,149	$	115	$	89,937	$	2,533
Commercial real estate		20,947		223		9,282		65		20,467		463		8,320		118
Commercial construction		4,285		63		1,224		21		4,273		215		979		54
Residential mortgage		2,259		2		3,271		5		2,551		6		3,247		15
Consumer		48		1		70		1		54		2		74		3

Total	$	30,909	$	323	$	111,944	$	1,083	$	30,494	$	801	$	102,557	$	2,723

	March 31,2020
	Average		Interest
	Recorded		Income
	Investment		Recognized
Impaired loans with no related allowance recorded

Commercial	$	36,442	$	94
Commercial real estate		15,238		84
Commercial construction		17,371		85
Residential real estate		3,827		0-
Consumer		0-		0-
Total	$	72,878	$	263

Impaired loans with an allowance recorded

Commercial real estate	$	0-	$	0-
Commercial construction		6,463		0-
Residential real estate		262		3
Total	$	6,725	$	3

Total impaired loans
Commercial	$	36,442	$	94
Commercial real estate		15,238		84
Commercial construction		23,834		85
Residential real estate		4,089		3
Consumer		0-		0-
Total	$	79,603	$	266

	September 30, 2017
					90 Days or
					Greater Past				Total Past
	30-59 Days		60-89 Days		Due and Still				Due and						March 31, 2021
	Past Due		Past Due		Accruing		Nonaccrual		Nonaccrual		Current		Gross Loans		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)														(dollars in thousands)
Commercial	$	199	$	288	$	4,209	$	951	$	5,647	$	635,966	$	641,613	$	1,293	$	0-	$	4,475	$	31,105	$	36,873	$	1,585,779	$	1,622,652
Commercial real estate		586		8,057		-		8,369		17,012		2,568,193		2,585,205
Commercial real Estate																11,292		664		7,679		16,101		35,736		3,761,508		3,797,244
Commercial construction		-		-		-		-		-		399,453		399,453		4,400		0-		0-		8,951		13,351		552,521		565,872
Residential real estate		918		541		-		4,435		5,894		258,350		264,244
Residential real Estate																202		0-		4,238		4,783		9,223		297,153		306,376
Consumer		-		2		-		-		2		1,910		1,912		4		0-		0-		0-		4		3,360		3,364
Total	$	1,703	$	8,888	$	4,209	$	13,755	$	28,555	$	3,863,872	$	3,892,427	$	17,191	$	664	$	16,392	$	60,940	$	95,187	$	6,200,321	$	6,295,508

	December 31, 2016
					90 Days or
					Greater Past				Total Past
	30-59 Days		60-89 Days		Due and Still				Due and
	Past Due		Past Due		Accruing		Nonaccrual		Nonaccrual		Current		Gross Loans
	(dollars in thousands)
Commercial	$	475	$	18	$	4,630	$	1,460	$	6,583	$	546,993	$	553,576
Commercial real estate		4,928		1,584		663		1,081		8,256		2,196,454		2,204,710
Commercial construction		-		-		-		-		-		486,228		486,228
Residential real estate		2,131		388		-		3,193		5,712		223,835		232,547
Consumer		-		-		-		-		-		2,380		2.380
Total	$	7,534	$	1,990	$	5,293	$	5,734	$	20,551	$	3,458,890	$	3,479,441

	December 31, 2020
	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		Total Loans Receivable
Commercial	$	1,445	$	558	$	3,182	$	33,019	$	38,204	$	1,483,763	$	1,521,967
Commercial real estate		13,258		4,140		5,555		10,111		33,064		3,750,486		3,783,550
Commercial construction		2,472		0-		0-		14,015		16,487		601,260		617,747
Residential real estate		1,367		241		4,084		4,551		10,243		312,321		322,564
Consumer		2		0-		0-		0-		2		1,851		1,853
Total	$	18,544	$	4,939	$	12,821	$	61,696	$	98,000	$	6,149,681	$	6,247,681

	Three Months Ended September 30, 2017
				Commercial			Commercial			Residential
	Commercial			real estate			construction			real estate			Consumer			Unallocated			Total
	(dollars in thousands)
Balance at June 30, 2017	$	7,238		$	15,389		$	4,241		$	985		$	2		$	546		$	28,401

Charge-offs		-			-			-			-			(1	)		-			(1	)

Recoveries		17			2			-			-			1			-			20

Provision for loan losses		461			1,443			(301	)		67			-			(220	)		1,450

Balance at September 30,2017	$	7,716		$	16,834		$	3,940		$	1,052		$	2		$	326		$	29,870

	Three Months Ended September 30, 2016
				Commercial			Commercial			Residential
	Commercial			real estate			construction			real estate			Consumer			Unallocated			Total
	(dollars in thousands)
Balance at June 30, 2016	$	15,548		$	11,371		$	4,040		$	1,091		$	4		$	709		$	32,763

Charge-offs		(1,878	)		-			-			(27	)		(5	)		-			(1,910	)

Recoveries		1			10			-			-			1			-			12

Provision for loan losses		6,725			(6	)		32			110			4			(115	)		6,750

Balance at September 30, 2016	$	20,396		$	11,375		$	4,072		$	1,174		$	4		$	594		$	37,615

	Nine Months Ended September 30, 2017
				Commercial			Commercial			Residential
	Commercial			real estate			construction			real estate			Consumer			Unallocated			Total
	(dollars in thousands)
Balance at December 31, 2016	$	6,632		$	12,583		$	4,789		$	958		$	3		$	779		$	25,744

Charge-offs		-			(71	)		-			-			(12	)		-			(83	)

Recoveries		158			50			-			-			1			-			209

Provision for loan losses		926			4,272			(849	)		94			10			(453	)		4,000

Balance at September 30, 2017	$	7,716		$	16,834		$	3,940		$	1,052		$	2		$	326		$	29,870

	Nine Months Ended September 30, 2016
				Commercial			Commercial			Residential
	Commercial			real estate			construction			real estate			Consumer			Unallocated			Total
	(dollars in thousands)
Balance at December 31, 2015	$	10,949		$	10,926		$	3,253		$	976		$	4		$	464		$	26,572

Charge-offs		(2,396	)		-			-			(94	)		(10	)		-			(2,500	)

Recoveries		2			35			-			3			3			-			43

Provision for loan losses		11,841			414			819			289			7			130			13,500

Balance at September 30, 2016	$	20,396		$	11,375		$	4,072		$	1,174		$	4		$	594		$	37,615

	Nine Months Ended					Year Ended
	September 30, 2017					December 31, 2016
	(dollars in thousands)
	Recorded					Recorded
	Investment			ALLL		Investment			ALLL
Troubled Debt Restructurings

Beginning balance	$	13,818		$	-	$	86,629		$	4,500
Additions		5,668			-		26,325			8,250
Payoffs/paydowns		(1,309	)		-		(2,616	)		-
Transfers		(580	)		-		(96,520	)		-
Other		-			-		-			(12,750	)
Ending balance	$	17,597		$	-	$	13,818		$	-

			Pre-Modification Outstanding		Post-Modification Outstanding
	Number of Loans		Recorded Investment		Recorded Investment
Troubled debt restructurings:	(dollars in thousands)
Commercial real estate		1	$	1,658	$	1,658
Residential real estate		2		1,996		1,996
Total		3	$	3,654	$	3,654

		Pre-Modification		Post-Modification
		Outstanding		Outstanding
	Number of	Recorded		Recorded
	Loans	Investment		Investment
Troubled debt restructurings:
Commercial	16	$	19,311	$	19,311
Commercial real estate	2		581		581
Commercial construction	-		-		-
Residential real estate	-		-		-
Consumer	-		-		-

Total	18	$	19,892	$	19,892

			Unpaid
	Number of Loans		Principal Balance
	(dollars in thousands)
Commercial		32	$	103,653
Commercial real estate		68	$	97,400
Commercial construction		2		3,150
Total		102	$	204,203

	March 31, 2021

(Reversal of) provision for credit losses (loans)	$	(5,276)
(Reversal of) provision for credit losses (unfunded commitments)		(490)
(Reversal of) provision for credit losses	$	(5,766)

			September 30, 2017
			Fair Value Measurements at Reporting Date Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
			(Level 1)		(Level 2)		(Level 3)
			(dollars in thousands)
Recurring fair value measurements:
Assets
Securities:
Federal agency obligations	$	55,938	$	-	$	55,938	$	-
Residential mortgage pass-through securities		133,164		-		133,164		-
Commercial mortgage pass-through securities		4,130		-		4,130		-
Obligations of U.S. states and political subdivisions		144,976		-		127,111		17,865
Trust preferred securities		4,627		-		4,627		-
Corporate bonds and notes		30,088		-		30,088		-
Asset-backed securities		12,633		-		12,633		-
Certificates of deposit		627		-		627		-
Equity securities		630		630		-		-
Other securities		13,703		13,703		-		-
Total available-for-sale		400,516		14,333		368,318		17,865
Derivatives		164		-		164		-
Total Assets	$	400,680	$	14,333	$	368,482	$	17,865

				March 31, 2021
				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	$	41,301		$	0-	$	41,301		$	0-
Residential mortgage pass-through securities		240,354			0-		240,354			0-
Commercial mortgage pass-through securities		6,414			0-		6,414			0-
Obligations of U.S. states and political subdivision		130,503			0-		121,729			8,774
Corporate bonds and notes		17,665			0-		17,665			0-
Asset-backed securities		3,359			0-		3,359			0-
Certificates of deposit		150			0-		150			0-
Other securities		2,277			2,277		0-			0-
Total available-for-sale		442,023			2,277		430,972			8,774

Equity securities		13,200			13,200		0-			0-
Total assets	$	455,223		$	15,477	$	430,972		$	8,774

Liabilities
Derivatives	$	(1,464	)	$	0-	$	(1,464	)	$	0-
Total liabilities	$	(1,464	)	$	0-	$	(1,464	)	$	0-

			Fair Value Measurements at Reporting Date Using
			Quoted
			Prices
			in Active		Significant
	Carrying		Markets for		Other		Significant
	Value as of		Identical		Observable		Unobservable
Assets measured at fair value on a nonrecurring	March 31,		Assets		Inputs		Inputs
basis:	2021		(Level 1)		(Level 2)		(Level 3)
Collateral dependent loans:			(dollars in thousands)
Commercial	$	12,890	$	0-	$	0-	$	12,890
Commercial real estate		2,283		0-		0-		2,283
Commercial construction		2,500		0-		0-		2,500
Residential real estate		2,089		0-		0-		2,089

	Municipal
	Securities
	(dollars in thousands)
Beginning balance, January 1, 2017	$	18,218
Principal paydowns		(353	)
Ending balance, September 30, 2017	$	17,865

	Municipal
	Securities
	(dollars in thousands)
Beginning balance, January 1, 2016	$	-
Other⁽¹⁾		18,335
Principal paydowns		(117	)
Ending balance, December 31, 2016	$	18,218

September 30, 2017
			Valuation	Unobservable
	Fair Value		Techniques	Input	Range
			(dollars in thousands)
Securities available-for-sale:
Municipal securities	$	17,865	Discounted cash flows	Discount rate	2.8%

December 31, 2016
			Valuation	Unobservable
	Fair Value		Techniques	Input	Range
			(dollars in thousands)
Securities available-for-sale:
Municipal securities	$	18,218	Discounted cash flows	Discount rate	2.8%

					Fair Value Measurements
					Quoted
					Prices in
					Active		Significant
					Markets for		Other		Significant
					Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
	Amount		Value		(Level 1)		(Level 2)		(Level 3)
	(dollars in thousands)
September 30, 2017
Financial assets:
Cash and due from banks	$	141,262	$	141,262	$	141,262	$	-	$	-
Securities available-for-sale		400,516		400,516		14,333		368,318		17,865
Restricted investment in bank stocks		29,672		n/a		n/a		n/a		n/a
Loans held-for-sale		89,386		89,386		-		41,956		47,430
Net loans		3,859,419		3,862,104		-		-		3,862,104
Derivatives		164		164		-		164		-
Accrued interest receivable		14,841		14,841		-		2,011		12,830

Financial liabilities:
Noninterest-bearing deposits		719,582		719,582		719,582		-		-
Interest-bearing deposits		2,904,187		2,904,285		1,825,846		1,078,439		-
Borrowings		585,124		586,474		-		586,474		-
Subordinated debentures		54,657		56,519		-		56,519		-
Accrued interest payable		4,304		4,304		-		4,304		-

December 31, 2016
Financial assets:
Cash and due from banks	$	200,399	$	200,399	$	200,399	$	-	$	-
Securities available-for-sale		353,290		353,290		14,982		320,090		18,218
Restricted investment in bank stocks		24,310		n/a		n/a		n/a		n/a
Loans held-for-sale		78,005		78,005		-		12,409		65,596
Net loans		3,450,088		3,462,138		-		-		3,462,138
Derivatives		88		88		-		88		-
Accrued interest receivable		12,965		12,965		-		2,026		10,939

Financial liabilities:
Noninterest-bearing deposits		694,977		694,977		694,977		-		-
Interest-bearing deposits		2,649,294		2,649,717		1,681,044		968,673		-
Borrowings		476,280		478,286		-		478,286		-
Subordinated debentures		54,534		55,901		-		55,901		-
Accrued interest payable		4,142		4,142		-		4,142		-

													Affected Line item in the
Details about Accumulated Other	Amounts Reclassified from Accumulated						Amounts Reclassified from Accumulated						Statement Where Net Income is
Comprehensive Income Components	Other Comprehensive Income/(Loss)						Other Comprehensive Income/(Loss)						Presented
	(dollars in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Sale of securities available-for-sale	$	-		$	4,131		$	1,596		$	4,234		Net gains on sales of securities available for sale
		-			(1,640	)		(579	)		(1,682	)	Income tax expense
		-			2,491			1,017			2,552

Amortization of pension plan net actuarial losses		(103	)		(204	)		(309	)		(306	)	Salaries and employee benefits
		42			83			126			124		Income tax benefit
		(61	)		(121	)		(183	)		(182	)

Total reclassification	$	(61	)	$	2,370		$	834		$	2,370