ConnectOne Bancorp(CNOB) - 2019 Q3 - Quarterly Report

PART I – FINANCIAL INFORMATION This part provides the unaudited consolidated financial statements and detailed notes on operations, accounting policies, business combinations, and financial instruments Item 1. Financial Statements This section presents the unaudited consolidated financial statements and accompanying notes detailing the company's financial position, performance, and cash flows Consolidated Statements of Condition This statement provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific points in time Consolidated Statements of Condition (in thousands) | Metric | Sep 30, 2019 | Dec 31, 2018 | | :-------------------------------- | :----------- | :----------- | | ASSETS | | | | Cash and cash equivalents | $194,009 | $172,366 | | Securities available-for-sale | $425,849 | $412,034 | | Net loans receivable | $5,071,700 | $4,506,138 | | Goodwill | $162,574 | $145,909 | | Total assets | $6,161,269 | $5,462,092 | | LIABILITIES | | | | Total deposits | $4,751,234 | $4,092,092 | | Borrowings | $512,456 | $600,001 | | Total liabilities | $5,441,109 | $4,848,165 | | STOCKHOLDERS' EQUITY | | | | Total stockholders' equity | $720,160 | $613,927 | | Total liabilities and stockholders' equity | $6,161,269 | $5,462,092 | Consolidated Statements of Income This statement details the company's revenues, expenses, and net income over specific reporting periods Consolidated Statements of Income (in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total interest income | $70,389 | $55,351 | $203,476 | $158,910 | | Total interest expense | $21,983 | $15,389 | $64,588 | $41,856 | | Net interest income | $48,406 | $39,962 | $138,888 | $117,054 | | Provision for loan losses | $2,000 | $1,100 | $7,600 | $20,000 | | Total noninterest income | $2,109 | $1,272 | $5,789 | $3,899 | | Total noninterest expenses | $20,379 | $18,130 | $70,031 | $52,129 | | Income before income tax expense | $28,136 | $22,004 | $67,046 | $48,824 | | Income tax expense | $6,440 | $2,102 | $14,434 | $7,144 | | Net income | $21,696 | $19,902 | $52,612 | $41,680 | | Basic EPS | $0.61 | $0.62 | $1.49 | $1.30 | | Diluted EPS | $0.61 | $0.61 | $1.48 | $1.29 | Consolidated Statements of Comprehensive Income This statement presents net income and other comprehensive income or loss, reflecting all non-owner changes in equity Consolidated Statements of Comprehensive Income (in thousands) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :---------------------------------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income | $21,696 | $19,902 | $52,612 | $41,680 | | Total other comprehensive income (loss) | $1,753 | $(2,037) | $7,661 | $(6,011) | | Total comprehensive income | $23,449 | $17,865 | $60,273 | $35,669 | Consolidated Statements of Changes in Stockholders' Equity This statement outlines the changes in each component of stockholders' equity over the reporting period Changes in Stockholders' Equity (Nine Months Ended September 30, 2019, in thousands) | Item | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | | :------------------------------------------ | :----------- | :------------------------- | :---------------- | :------------- | :-------------------------------------------- | :------------------------- | | Balance as of Dec 31, 2018 | $412,546 | $15,542 | $211,345 | $(16,717) | $(8,789) | $613,927 | | Net income | - | - | $52,612 | - | - | $52,612 | | Other comprehensive income, net of tax | - | - | - | - | $7,661 | $7,661 | | Cash dividends declared | - | - | $(9,798) | - | - | $(9,798) | | Stock issued in acquisition of Greater Hudson Bank | $56,025 | - | - | - | - | $56,025 | | Stock-based compensation expense | - | $1,947 | - | - | - | $1,947 | | Balance as of Sep 30, 2019 | $468,571 | $20,450 | $254,159 | $(21,892) | $(1,128) | $720,160 | Changes in Stockholders' Equity (Nine Months Ended September 30, 2018, in thousands) | Item | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | | :------------------------------------------ | :----------- | :------------------------- | :---------------- | :------------- | :-------------------------------------------- | :------------------------- | | Balance as of Dec 31, 2017 | $412,546 | $13,602 | $160,025 | $(16,717) | $(4,019) | $565,437 | | Net income | - | - | $41,680 | - | - | $41,680 | | Other comprehensive loss, net of tax | - | - | - | - | $(6,011) | $(6,011) | | Cash dividends declared | - | - | $(7,258) | - | - | $(7,258) | | Stock-based compensation expense | - | $1,318 | - | - | - | $1,318 | | Balance as of Sep 30, 2018 | $412,546 | $14,625 | $195,101 | $(16,717) | $(10,684) | $594,871 | Consolidated Statements of Cash Flows This statement categorizes cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Cash Flows (Nine Months Ended September 30, in thousands) | Cash Flow Activity | 2019 | 2018 | | :-------------------------------------- | :----------- | :----------- | | Net cash provided by operating activities | $63,354 | $67,335 | | Net cash used in investing activities | $(118,769) | $(281,558) | | Net cash provided by financing activities | $77,058 | $220,489 | | Net change in cash and cash equivalents | $21,643 | $6,266 | | Cash and cash equivalents at end of period | $194,009 | $155,848 | Notes to Consolidated Financial Statements These notes provide detailed explanations and additional information supporting the consolidated financial statements Note 1. Nature of Operations and Principles of Consolidation This note describes the company's primary business activities and its consolidation principles - ConnectOne Bancorp, Inc. operates primarily through its wholly-owned subsidiary, ConnectOne Bank, a New Jersey-chartered commercial bank founded in 2005. The bank offers full-service community banking with 28 offices and its headquarters in Englewood Cliffs, NJ. Loans are secured by various collateral, including business assets, consumer assets, and real estate[28] Note 1a. Authoritative Accounting Guidance This note outlines the company's adoption plans for new accounting standards and their anticipated impact - The Company is preparing for the adoption of ASU No. 2016-13 (CECL) effective for fiscal years beginning after December 15, 2019, which replaces the incurred loss model with an expected credit loss methodology. A CECL committee is assessing data, developing a model with third-party vendors, and has completed historical data reconciliation and validation. The magnitude of the one-time cumulative effect adjustment to the allowance for loan losses is not yet determinable[29] - Other ASUs, including 2017-08 (premium amortization on callable debt), 2018-15 (cloud computing implementation costs), 2018-14 (defined benefit plan disclosures), 2018-13 (fair value measurement disclosures), and 2017-04 (goodwill impairment), are being evaluated, but are not expected to have a significant impact on the consolidated financial statements[32] Note 2. Business Combination This note details the company's recent acquisitions and pending mergers, including their financial impact - ConnectOne Bancorp completed the acquisition of Greater Hudson Bank (GHB) on January 2, 2019, acquiring seven branch offices in New York. The acquisition was accounted for using the acquisition method, resulting in $10.3 million in goodwill and $5.1 million in core deposit intangible. Consideration included 0.245 shares of ConnectOne common stock per GHB share[35] GHB Acquisition: Consideration Paid and Net Assets Acquired (January 2, 2019, in thousands) | Item | Estimated Fair Value | | :----------------------------------- | :------------------- | | Consideration paid: | | | Common stock issued in acquisition | $56,025 | | Assets acquired: | | | Cash and cash equivalents | $13,741 | | Securities available-for-sale | $121,672 | | Loans, net | $362,914 | | Total assets acquired | $534,166 | | Liabilities assumed: | | | Deposits | $416,110 | | Borrowings | $64,186 | | Total liabilities assumed | $488,475 | | Net assets acquired | $45,691 | | Goodwill recorded in acquisition | $10,334 | - On May 31, 2019, ConnectOne Bank acquired certain assets of BoeFly, LLC, an online business lending marketplace, for cash, restricted stock, and a potential earn-out. This acquisition resulted in $6.3 million in goodwill and is expected to generate fee income and small business lending opportunities[39] - The Company entered into an Agreement and Plan of Merger with Bancorp of New Jersey, Inc. (BKJ) on August 15, 2019, with the merger expected to close in Q1 2020, subject to shareholder and regulatory approvals. BKJ shareholders will receive either $16.25 or 0.780 shares of ConnectOne common stock per BKJ share[40] Note 3. Earnings per Common Share This note provides the calculation of basic and diluted earnings per common share Earnings per Common Share (in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income | $21,696 | $19,902 | $52,612 | $41,680 | | Earnings allocated to participating securities | $(117) | $(42) | $(176) | $(98) | | Income attributable to common stock | $21,579 | $19,860 | $52,436 | $41,582 | | Basic EPS | $0.61 | $0.62 | $1.49 | $1.30 | | Diluted EPS | $0.61 | $0.61 | $1.48 | $1.29 | Note 4. Securities Available-for-Sale This note details the composition, fair value, and unrealized gains or losses of the securities portfolio Securities Available-for-Sale (in thousands) | Metric | Sep 30, 2019 | Dec 31, 2018 | | :-------------------------------- | :----------- | :----------- | | Amortized Cost | $421,661 | $419,947 | | Gross Unrealized Gains | $5,718 | $1,297 | | Gross Unrealized Losses | $(1,530) | $(9,210) | | Fair Value | $425,849 | $412,034 | - The Company's securities portfolio is prudently diversified, with unrealized losses primarily due to changes in interest rates and credit spreads, not credit risk. Management does not believe these represent other-than-temporary impairment (OTTI) as all securities are performing and expected to meet contractual terms[56] Net Losses on Sales of Securities Available-for-Sale (in thousands) | Metric | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2019 | | :----------------------------------- | :------------------------------ | :----------------------------- | | Proceeds | $33,432 | $183,728 | | Gross gains on sales of securities | $1 | $401 | | Gross losses on sales of securities | $(280) | $(681) | | Net losses on sales of securities | $(279) | $(280) | | Net losses on sales of securities, after tax | $(217) | $(218) | Note 5. Derivatives This note describes the company's use of derivative instruments, primarily interest rate swaps, for risk management - The Company uses interest rate swap agreements as cash flow hedges to manage interest rate risk, primarily for FHLB advances. These swaps were determined to be fully effective during the period, with changes in fair value recorded in other comprehensive income (loss)[66] Interest Rate Swaps Designated as Cash Flow Hedges (in thousands) | Metric | Sep 30, 2019 | Dec 31, 2018 | Sep 30, 2018 | | :--------------------------- | :----------- | :----------- | :----------- | | Notional amount | $175,000 | $75,000 | $100,000 | | Weighted average pay rates | 1.83% | 1.70% | 1.68% | | Weighted average receive rates | 2.53% | 2.19% | 2.12% | | Weighted average maturity | 1.5 years | 2.0 years | 1.7 years | | Fair value | $(380) | $1,159 | $1,906 | Note 6. Loans and the Allowance for Loan Losses This note provides a detailed breakdown of the loan portfolio, asset quality, and the allowance for loan losses Loan Portfolio Composition (in thousands) | Loan Type | Sep 30, 2019 | Dec 31, 2018 | | :-------------------------- | :----------- | :----------- | | Commercial | $1,113,743 | $988,758 | | Commercial real estate | $3,030,816 | $2,778,167 | | Commercial construction | $646,172 | $465,389 | | Residential real estate | $322,307 | $309,991 | | Consumer | $2,435 | $2,594 | | Total loans receivable | $5,110,471 | $4,541,092 | Nonaccrual Loans (in thousands) | Loan Class | Sep 30, 2019 | Dec 31, 2018 | | :-------------------------- | :----------- | :----------- | | Commercial | $33,781 | $29,340 | | Commercial real estate | $7,529 | $15,135 | | Commercial construction | $7,101 | $2,934 | | Residential real estate | $2,910 | $4,446 | | Total nonaccrual loans | $51,321 | $51,855 | Allowance for Loan Losses (ALLL) Activity (in thousands) | Metric | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2019 | | :----------------------------------- | :------------------------------ | :----------------------------- | | Balance at beginning of period | $37,698 | $34,954 | | Charge-offs | $(964) | $(4,046) | | Recoveries | $37 | $263 | | Provision for loan losses | $2,000 | $7,600 | | Balance at end of period | $38,771 | $38,771 | | ALLL as a percentage of loans receivable | 0.76% | 0.76% | - Troubled Debt Restructurings (TDRs) totaled $51.5 million at September 30, 2019, up from $34.5 million at December 31, 2018. Of the 2019 total, $31.8 million were on nonaccrual status and $19.7 million were performing. Modifications during the nine months ended September 30, 2019, primarily involved maturity extensions for 13 loans totaling $22.0 million[96] Note 7. Fair Value Measurements and Fair Value of Financial Instruments This note explains the methodologies and hierarchy used for fair value measurements of financial instruments - Fair value measurements are categorized into a three-level hierarchy: Level 1 (unadjusted quoted prices in active markets for identical assets), Level 2 (quoted prices for similar assets or observable inputs), and Level 3 (significant unobservable inputs)[100] Recurring Fair Value Measurements (September 30, 2019, in thousands) | Asset Type | Total Fair Value | Level 1 | Level 2 | Level 3 | | :----------------------------------- | :--------------- | :------ | :------ | :------ | | Investment securities available-for-sale | $425,849 | $2,269 | $414,399 | $9,181 | | Equity securities | $11,231 | $11,231 | - | - | | Total assets | $437,080 | $13,500 | $414,399 | $9,181 | | Derivatives (liabilities) | $380 | - | $380 | - | Nonrecurring Fair Value Measurements for Impaired Loans (September 30, 2019, in thousands) | Loan Type | Carrying Value | Fair Value (Level 3) | | :-------------------------- | :------------- | :------------------- | | Commercial real estate | $365 | $365 | | Commercial construction | $5,128 | $5,128 | | Residential real estate | $240 | $240 | Note 8. Comprehensive Income This note details the components of accumulated other comprehensive income or loss - Total comprehensive income includes net income and other comprehensive income (loss) from non-owner sources, such as unrealized gains/losses on available-for-sale securities, cash flow hedges, and defined benefit pension plans, all net of taxes[124] Accumulated Other Comprehensive Loss Components (in thousands) | Component | Sep 30, 2019 | Dec 31, 2018 | | :---------------------------------------------------- | :----------- | :----------- | | Investment securities available-for-sale, net of tax | $3,138 | $(5,841) | | Cash flow hedge, net of tax | $(270) | $837 | | Defined benefit pension and post-retirement plans, net of tax | $(3,996) | $(3,785) | | Total | $(1,128) | $(8,789) | Note 9. Premises and Equipment This note provides information on the company's premises, equipment, and operating lease liabilities Operating Lease Liabilities (September 30, 2019, in thousands) | Metric | Amount | | :----------------------------------- | :------- | | Total lease liability | $17,148 | | Right-of-use assets | $15,789 | | Weighted average remaining lease term | 7.4 years | | Weighted average discount rate | 3.0% | Note 10. Stock Based Compensation This note outlines the company's equity compensation plans and related expenses - The Company's 2017 Equity Compensation Plan allows for grants of stock options, restricted shares, restricted share units, and performance units. Stock-based compensation expense was $0.7 million for the three months and $1.9 million for the nine months ended September 30, 2019[129] Stock Option Activity (Nine Months Ended September 30, 2019) | Metric | Number of Stock Options | Weighted Average Exercise Price | | :-------------------------- | :---------------------- | :------------------------------ | | Outstanding at Dec 31, 2018 | 108,463 | $8.35 | | Exercised | (28,937) | $8.96 | | Outstanding at Sep 30, 2019 | 79,526 | $8.13 | | Exercisable at Sep 30, 2019 | 79,526 | $8.13 | - As of September 30, 2019, there was $1.2 million in unrecognized compensation cost for nonvested restricted shares (expected over 2.3 years), $0.8 million for non-vested performance units (expected over 1.7 years), and $1.4 million for non-vested restricted stock units (expected over 2.4 years)[132][133][134] Note 11. Components of Net Periodic Pension Cost This note details the components of net periodic pension cost for the company's defined benefit plan Net Periodic Pension Cost (in thousands) | Component | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2019 | | :--------------------------- | :------------------------------ | :----------------------------- | | Service cost | $- | $- | | Interest cost | $113 | $339 | | Expected return on plan assets | $(174) | $(522) | | Net amortization | $90 | $269 | | Total periodic pension cost | $29 | $86 | - The Company's non-contributory defined benefit pension plan was frozen on June 30, 2007. No contributions were made to the Pension Trust during the nine months ended September 30, 2019, and none are planned for the remainder of 2019[136][139] Note 12. FHLB Borrowings This note provides information on the company's Federal Home Loan Bank borrowings and collateral FHLB Borrowings (in thousands) | Metric | Sep 30, 2019 | Dec 31, 2018 | | :-------------------------- | :----------- | :----------- | | Total FHLB borrowings | $512,456 | $600,001 | | Weighted average interest rate | 2.25% | 2.59% | | Remaining borrowing capacity | $1.1 billion | N/A | - FHLB borrowings are secured by pledges of collateral, primarily commercial mortgage loans. In June 2019, the Corporation extinguished $65 million of FHLBNY advances, incurring a $1.0 million pre-tax prepayment penalty[141] Note 13. Revenue Recognition This note describes the company's revenue recognition policies, particularly for noninterest income - The Company adopted ASU 2014-09 (ASC 606) effective January 1, 2018, with no material impact on consolidated financial statements. Most revenues (interest income) are outside ASC 606 scope. Revenues within scope, recognized as noninterest income, include deposit service charges, interchange income, and gains/losses on OREO sales[142][146] Noninterest Income (in thousands) | Source | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2019 | | :----------------------------------- | :------------------------------ | :----------------------------- | | Overdraft fees | $354 | $947 | | Interchange income | $199 | $558 | | Net gains on sales of loans | $278 | $343 | | Bank owned life insurance | $915 | $2,570 | | Total noninterest income | $2,109 | $5,789 | Note 14. Subordinated Debentures This note details the terms and conditions of the company's outstanding subordinated debentures - The Company has $5.0 million in MMCapS capital securities (subordinated debentures) issued in 2003, due January 23, 2034, with a floating interest rate (3-month LIBOR + 2.85%)[151] - In June 2015, $50 million of fixed-to-floating rate subordinated notes were issued, non-callable for five years, maturing July 1, 2025. They bear a fixed rate of 5.75% until July 1, 2020, then reset quarterly to 3-month LIBOR + 393 basis points[152] - In January 2018, $75 million of fixed-to-floating rate subordinated notes were issued, non-callable for five years, maturing February 1, 2028. They bear a fixed rate of 5.20% until February 1, 2023, then reset quarterly to 3-month LIBOR + 284 basis points[152] Note 15. Offsetting Assets and Liabilities This note explains the company's policies regarding the offsetting of financial instruments under master netting agreements - The Company enters into interest rate swap agreements with financial institution counterparties, which are eligible for offset under master netting agreements in the event of default or termination, though they are disclosed on a gross basis[157] Financial Instruments Eligible for Offset (in thousands) | Item | Gross Amounts Recognized | Gross Amounts Offset | Net Amounts Presented | | :-------------------- | :----------------------- | :------------------- | :-------------------- | | Sep 30, 2019 Liabilities: | | | | | Interest rate swaps | $380 | $- | $380 | | Dec 31, 2018 Assets: | | | | | Interest rate swaps | $1,159 | $- | $1,159 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition, operating results, and key performance drivers Cautionary Statement Concerning Forward-Looking Statements This statement highlights the inherent risks and uncertainties associated with forward-looking information presented in the report - The report contains forward-looking statements subject to inherent risks and uncertainties. Key factors that could cause future results to differ include competitive pressures, changes in interest rates, general economic conditions, political developments, legislative/regulatory changes, and risks associated with the proposed merger with BKJ[161] Critical Accounting Policies and Estimates This section discusses the significant judgments and estimates used in preparing the financial statements, such as the allowance for loan losses - Critical accounting estimates involve significant judgment and include the allowance for loan losses (ALLL), other-than-temporary impairment (OTTI) evaluation of securities, business combinations, goodwill impairment, and income taxes. These estimates are susceptible to significant change based on new information or differing actual outcomes[162][164] - The ALLL is management's estimate of probable incurred credit losses, based on historical loss rates, individual credit situations, and economic conditions. OTTI for debt securities considers intent and likelihood of sale, with credit losses recognized in earnings and other factors in OCI. Business combinations use the acquisition method, recording assets/liabilities at fair value, leading to goodwill and core deposit intangibles[162][164] Operating Results Overview This overview summarizes the company's financial performance, including net income and earnings per share trends Net Income and Diluted EPS Overview | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income | $21.7 million | $19.9 million | $52.6 million | $41.7 million | | Diluted EPS | $0.61 | $0.61 | $1.48 | $1.29 | - The increase in net income for the three months ended September 30, 2019, was driven by higher net interest income and other income, partially offset by increased provision for loan losses, noninterest expenses (including a $1.3 million FDIC assessment credit), and income tax expense[166] - For the nine months ended September 30, 2019, net income increased due to higher net interest income (from GHB acquisition) and lower provision for loan losses (due to taxi medallion provisioning in prior year), partially offset by increased noninterest expenses (merger-related, debt extinguishment, salaries, professional fees) and income tax expense[166] Net Interest Income and Margin This section analyzes the components of net interest income and the factors influencing the net interest margin Net Interest Income and Margin (Tax-Equivalent Basis, in thousands) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net interest income (tax-equivalent) | $48,918 | $40,444 | $140,533 | $118,462 | | Net interest margin | 3.44% | 3.30% | 3.36% | 3.29% | | Adjusted net interest margin (excluding purchase accounting) | 3.33% | 3.29% | 3.25% | 3.25% | - The increase in net interest income and margin for both periods was primarily driven by a 27.0% increase in average total interest-earning assets (mainly loans) due to the Greater Hudson Bank acquisition, and improved loan portfolio yields from a better loan mix and higher spreads on new business[167] Noninterest Income This section details the sources and changes in the company's noninterest income Noninterest Income (in thousands) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total noninterest income | $2,109 | $1,272 | $5,789 | $3,899 | | Increase (YoY, 3 months) | $0.8 million | N/A | N/A | N/A | | Increase (YoY, 9 months) | N/A | N/A | $1.9 million | N/A | - Excluding losses on sales of securities available-for-sale, noninterest income increased by $1.1 million for the three months and $2.2 million for the nine months ended September 30, 2019. This growth was primarily due to increases in deposit, loan, and other income (overdraft fees, loan servicing fees, wire transfer fees, BoeFly subsidiary fees), net gains on equity securities, and BOLI income[177] Noninterest Expenses This section analyzes the various categories of noninterest expenses and their drivers Noninterest Expenses (in thousands) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total noninterest expenses | $20,379 | $18,130 | $70,031 | $52,129 | | Increase (YoY, 3 months, excluding FDIC credit) | $3.6 million | N/A | N/A | N/A | | Increase (YoY, 9 months, excluding specific items) | $10.5 million | N/A | N/A | N/A | - The increase in noninterest expenses was largely attributable to the Greater Hudson Bank acquisition, leading to higher salaries and employee benefits ($2.2 million for 3 months, $6.7 million for 9 months), professional and consulting expenses ($0.6 million for 3 months, $1.6 million for 9 months), and occupancy and equipment costs. Merger-related expenses ($8.1 million for 9 months) and a $1.0 million loss on extinguishment of debt also contributed to the nine-month increase, partially offset by a $1.3 million FDIC assessment credit[178] Income Taxes This section discusses the company's income tax expense and effective tax rate Income Tax Expense and Effective Tax Rate | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Income tax expense | $6.4 million | $2.1 million | $14.4 million | $7.1 million | | Effective tax rate | 22.7% | 9.6% | 21.4% | 14.6% | | Projected 2019 combined federal and state effective tax rate | N/A | N/A | 22% | N/A | - The increase in income tax expense was primarily due to higher income before taxes. The effective tax rate for Q3 2018 included $1.4 million in benefits from Federal and NJ deferred tax asset adjustments[179] Financial Condition This section provides a comprehensive review of the company's balance sheet, including loans, asset quality, and capital Loan Portfolio This section details the composition and growth of the company's loan portfolio - Commercial lending is the Company's primary business. Gross loans totaled $5.1 billion at September 30, 2019, an increase of $571 million (12.6%) from December 31, 2018. This growth was primarily driven by the Greater Hudson Bank acquisition, which added $550 million in acquired loans[180][183] Loan Portfolio Composition (in thousands) | Loan Type | Sep 30, 2019 Amount | Sep 30, 2019 % | Dec 31, 2018 Amount | Dec 31, 2018 % | | :-------------------------- | :------------------ | :------------- | :------------------ | :------------- | | Commercial | $1,113,743 | 21.8% | $988,758 | 21.8% | | Commercial real estate | $3,030,816 | 59.2% | $2,778,167 | 61.1% | | Commercial construction | $646,172 | 12.6% | $465,389 | 10.2% | | Residential real estate | $322,307 | 6.3% | $309,991 | 6.8% | | Consumer | $2,435 | 0.1% | $2,594 | 0.1% | | Gross loans | $5,115,473 | 100.0% | $4,544,899 | 100.0% | Allowance for Loan Losses and Related Provision This section discusses the allowance for loan losses and the provision made for potential credit losses - The Allowance for Loan Losses (ALLL) was $38.8 million at September 30, 2019, up from $35.0 million at December 31, 2018. The provision for loan losses was $2.0 million for the three months and $7.6 million for the nine months ended September 30, 2019[184] - The three-month provision increase was due to higher charge-offs ($0.9 million). The nine-month provision decrease (from $20.0 million in 2018) was primarily due to a $17.0 million provision related to the taxi medallion portfolio in Q1 2018, offset by a $3.0 million provision for a commercial office building loan in Q1 2019[184] Net Charge-offs and ALLL Ratios | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net charge-offs (recoveries) | $(927) thousand | $55 thousand | $(3.8) million | $(17.0) million | | ALLL as a percentage of loans receivable | 0.76% | 0.78% | 0.76% | 0.78% | Asset Quality This section reviews the company's asset quality metrics, including nonperforming assets and troubled debt restructurings - The Company manages asset quality through loan portfolio diversification and continuous review of credit requests, outstanding loans, delinquencies, and problem loans. Loans are generally placed on nonaccrual status after 90 days past due[189] Nonperforming Assets (in thousands) | Metric | Sep 30, 2019 | Dec 31, 2018 | | :----------------------------------- | :----------- | :----------- | | Nonaccrual loans | $51,321 | $51,855 | | OREO | $907 | $- | | Total nonperforming assets | $52,228 | $51,855 | | Performing TDRs | $19,681 | $11,165 | | Loans 90 days or greater past due and still accruing (PCI) | $3,098 | $1,647 | Asset Quality Ratios | Ratio | Sep 30, 2019 | Dec 31, 2018 | | :----------------------------------- | :----------- | :----------- | | Nonaccrual loans to total loans receivable | 1.00% | 1.14% | | Nonperforming assets to total assets | 0.85% | 0.95% | | Nonperforming assets, performing TDRs, and loans 90 days or greater past due and still accruing to loans receivable | 1.47% | 1.42% | Securities Available-For-Sale This section describes the composition and performance of the company's securities available-for-sale portfolio - The securities portfolio primarily consists of federal agency obligations, mortgage-backed securities, obligations of U.S. states and political subdivisions, corporate bonds, and asset-backed securities. Average securities increased by $21.9 million (7.9%) to $445.5 million for the quarter ended September 30, 2019[194] - Net unrealized gains on securities available-for-sale, net of tax, amounted to $3.1 million at September 30, 2019, a significant improvement from net unrealized losses of $5.8 million at December 31, 2018. This change is mainly due to shifts in market conditions and interest rates[194] Interest Rate Sensitivity Analysis This section analyzes the company's exposure to interest rate risk and its potential impact on net interest income and economic value of equity - The Company uses net interest income (NII) simulation and economic value of equity (EVE) models to manage interest rate risk, with results within Board-approved guidelines. As of September 30, 2019, a 200 basis-point instantaneous increase in rates would increase one-year NII by 3.89% and three-year cumulative NII by 4.60%. A 100 basis-point decrease would decrease one-year NII by 1.79% and three-year cumulative NII by 2.96%[195][197] - EVE sensitivity as of September 30, 2019: a 200 basis-point instantaneous rate increase would decline EVE by 6.70%, while a 100 basis-point decrease would increase EVE by 3.17%[197] Estimates of Fair Value This section discusses the methodologies and judgments involved in estimating the fair value of financial instruments - Fair value estimation is significant for assets like loans held-for-sale and available-for-sale securities, which are recorded at fair value or lower of cost/fair value. These estimates are subjective and can be influenced by changes in prepayment speeds, discount rates, or market interest rates[199] Impact of Inflation and Changing Prices This section addresses the limited impact of inflation on the company's financial performance compared to interest rate changes - The financial statements are prepared using historical dollars, not accounting for inflation. For the Company, with mostly monetary assets and liabilities, interest rates have a greater impact on performance than general inflation[200] Liquidity This section reviews the company's liquidity position, including liquid assets and borrowing capacity - Liquid assets (cash, interest-bearing deposits, unencumbered investment securities) were $509.5 million at September 30, 2019 (8.3% of total assets), up from $441.4 million at December 31, 2018 (8.1% of total assets)[201] - The Bank had approximately $1.1 billion in remaining borrowing capacity at FHLB, $25 million through correspondent banks, and $5.4 million at the Federal Reserve Bank of New York as of September 30, 2019[203] - Cash and cash equivalents increased by $21.6 million to $194.0 million at September 30, 2019, driven by operating and financing activities, partially offset by investing activities[203] Deposits This section details the composition and growth of the company's deposit base Deposit Composition (in thousands) | Deposit Type | Sep 30, 2019 Amount | Sep 30, 2019 % | Dec 31, 2018 Amount | Dec 31, 2018 % | | :-------------------------- | :------------------ | :------------- | :------------------ | :------------- | | Demand, noninterest-bearing | $828,190 | 17.4% | $768,584 | 18.8% | | Demand, interest-bearing | $1,045,615 | 22.0% | $845,424 | 20.7% | | Money market | $1,143,540 | 24.1% | $951,276 | 23.2% | | Savings | $160,153 | 3.4% | $160,755 | 3.9% | | Time | $1,573,736 | 33.1% | $1,366,053 | 33.4% | | Total deposits | $4,751,234 | 100.0% | $4,092,092 | 100.0% | - Total deposits increased by $659 million (16.1%) to $4.8 billion at September 30, 2019, primarily due to the acquisition of Greater Hudson Bank[204] Subordinated Debentures This section provides information on the company's outstanding subordinated debentures and their terms - The Company has $5.0 million in MMCapS capital securities (subordinated debentures) issued in 2003, due January 23, 2034, with a floating interest rate (3-month LIBOR + 2.85%)[206] - In June 2015, $50 million of fixed-to-floating rate subordinated notes were issued, maturing July 1, 2025, with a fixed rate of 5.75% until July 1, 2020, then resetting quarterly to 3-month LIBOR + 393 basis points[206] - In January 2018, $75 million of fixed-to-floating rate subordinated notes were issued, maturing February 1, 2028, with a fixed rate of 5.20% until February 1, 2023, then resetting quarterly to 3-month LIBOR + 284 basis points[206] Stockholders' Equity This section analyzes changes in stockholders' equity, including tangible book value and share repurchase programs Stockholders' Equity and Tangible Book Value (in thousands, except per share data) | Metric | Sep 30, 2019 | Dec 31, 2018 | | :----------------------------------- | :----------- | :----------- | | Stockholders' equity | $720,160 | $613,927 | | Tangible common stockholders' equity | $551,786 | $466,281 | | Tangible common equity ratio | 9.21% | 8.77% | | Tangible book value per common share | $15.60 | $14.42 | | Common stock outstanding at period end | 35,364,845 | 32,328,542 | - The $106 million increase in stockholders' equity was primarily due to the Greater Hudson Bank acquisition. The Board approved a stock repurchase program for up to 1,200,000 shares in March 2019, with 240,018 shares repurchased during the nine months ended September 30, 2019[208][209] Regulatory Capital and Capital Adequacy This section assesses the company's compliance with regulatory capital requirements and capital adequacy ratios Regulatory Capital Ratios (September 30, 2019) | Ratio | Company | Bank | Minimum for Capital Adequacy | Minimum for Well-Capitalized | | :-------------------------- | :------ | :----- | :--------------------------- | :--------------------------- | | Tier 1 leverage capital | 9.39% | 10.68% | 4.00% | 5.00% | | CET I risk-based ratio | 9.78% | 11.23% | 4.50% | 6.50% | | Tier 1 risk-based capital | 9.87% | 11.23% | 6.00% | 8.00% | | Total risk-based capital | 12.80% | 12.50% | 8.00% | 10.00% | - Both the Company and the Bank meet all capital adequacy requirements, including the 2.5% capital conservation buffer required under Basel III rules, effective January 1, 2019[212][214] Item 3. Qualitative and Quantitative Disclosures about Market Risks This section identifies interest rate risk management as the Company's primary market risk and refers to the Management's Discussion and Analysis for a detailed discussion of its management strategies - Interest rate risk management is the Company's primary market risk, with detailed discussion provided in the 'Interest Rate Sensitivity Analysis' section of the MD&A[216] Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures and reports no material changes in internal controls over financial reporting during the most recently completed fiscal quarter - The Company's CEO and CFO concluded that disclosure controls and procedures were effective as of the end of the most recently completed fiscal quarter[218] - There have been no material changes in the Company's internal controls over financial reporting during the last fiscal quarter[218] PART II – OTHER INFORMATION This part includes information on legal proceedings, risk factors, equity sales, and other required disclosures Item 1. Legal Proceedings This section states that the Company is not involved in any legal proceedings that would have a materially adverse impact on its operations or financial condition - The Company is not subject to any legal proceedings that could have a materially adverse impact on its results of operations and financial condition[220] Item 1a. Risk Factors This section refers to previously disclosed risk factors in the Annual Report on Form 10-K and additional risks related to the pending merger with Bancorp of New Jersey, Inc. in the Form S-4 - No changes to inherent business risks from those described in Item 1A of the Annual Report on Form 10-K. Additional risk factors related to the proposed merger with Bancorp of New Jersey, Inc. are available in the Company's registration statement on Form S-4[220] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section directs readers to the 'Shareholders' Equity' section within Management's Discussion and Analysis for information regarding unregistered sales of equity securities and the use of proceeds - Information on unregistered sales of equity securities and use of proceeds can be found in the 'Shareholders' Equity' section of Management's Discussion and Analysis of Financial Condition and Results of Operations[222] Item 3. Defaults Upon Senior Securities This item is not applicable to the Company for the reporting period - Not applicable[222] Item 4. Mine Safety Disclosures This item is not applicable to the Company for the reporting period - Not applicable[222] Item 5. Other Information This item is not applicable to the Company for the reporting period - Not applicable[222] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including merger agreements, officer certifications, and XBRL documents - Exhibits include the Agreement and Plan of Merger with Bancorp of New Jersey, Inc., Form of Voting Agreement, certifications from the CEO and CFO (Sarbanes-Oxley Act Sections 302 and 906), and XBRL interactive data files[223] SIGNATURES This section contains the official signatures of the Company's authorized officers, including the Chairman and Chief Executive Officer and the Executive Vice President and Chief Financial Officer, certifying the accuracy and completeness of the report - The report is duly signed on behalf of ConnectOne Bancorp, Inc. by William S. Burns, Executive Vice President and Chief Financial Officer, and Frank Sorrentino III, Chairman and Chief Executive Officer, on November 6, 2019[226][227]