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 March 31, 2023 and
December 31, 2022. In order to fully understand this analysis, the reader is
encouraged to review the consolidated financial statements and accompanying
notes thereto appearing elsewhere in this report.



Cautionary Statement Concerning Forward-Looking Statements





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

Critical Accounting Policies and Estimates





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



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Operating Results Overview



Net income available to common stockholders for the three months ended March 31,
2023 was $23.4 million compared to $29.9 million for the comparable three-month
period ended March 31, 2022. The Company's diluted earnings per share were
$0.59 for the three months ended March 31, 2023 as compared with diluted
earnings per share of $0.75 for the comparable three-month period ended March
31, 2022. The $6.5 million decrease in net income available to common
stockholders and $0.16 decrease in diluted earnings per share versus the three
months ended March 31, 2022 were primarily due to a $3.3 million decrease in net
interest income, a $0.3 million decrease in noninterest income and a
$5.6 million increase in noninterest expenses, partially offset by a decrease in
provision for credit losses of $0.5 million and a $2.3 million decrease in
income tax expenses.



Net Interest Income and Margin





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



Fully taxable equivalent net interest income for the three months ended March
31, 2023 decreased by $3.0 million, or 4.3%, from the comparable three-month
period ended March 31, 2022. The decrease from the three months ended March 31,
2022 resulted primarily from a 71 basis-point decrease of the net interest
margin from 3.71% to 3.00%, partially offset by an increase in interest-earning
assets of $1.4 billion. The contraction of the net interest margin for the three
months ended March 31, 2023 when compared to the three months ended March 31,
2022 was primarily attributable to a 222 basis-point increase in the cost of
interest-bearing liabilities, partially offset by 102 basis-point increase in
the yield on average interest-earning assets.





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The following tables, "Average Statements of Condition with Interest and Average
Rates", present for the three months ended March 31, 2023 and 2022, the
Company's average assets, liabilities and stockholders' equity. The Company's
net interest income, net interest spread and net interest margin are also
reflected.



        Average Statements of Condition with Interest and Average Rates



                                                       Three Months Ended March 31,
                                            2023                                         2022
                                          Interest                                      Interest
                            Average        Income/       Average         Average        Income/        Average
                            Balance        Expense       Rate (7)        Balance        Expense        Rate (7)
                                                          (dollars in thousands)
Interest-earning
assets:
Securities (1) (2)        $   732,929     $   5,620           3.11 %   $   545,203     $    2,771           2.06 %
Total loans (2) (3) (4)     8,131,035       107,348           5.35       6,871,477         76,320           4.50
Federal funds sold and
interest-bearing with
banks                         260,297         2,975           4.64         312,224            120           0.16
Restricted investment
in bank stocks                 49,906           898           7.29          24,977            214           3.47
Total interest-earning
assets                      9,174,167       116,841           5.17       7,753,881         79,425           4.15
Noninterest-earning
assets:
Allowance for credit
losses                        (90,182 )                                    (79,763 )
Other
noninterest-earning
assets                        616,545                                      589,264
Total assets              $ 9,700,530                                  $ 8,263,382

Interest-bearing
liabilities:
Interest-bearing
deposits:
Time deposits             $ 2,357,332        17,267           2.97     $ 1,124,614          2,154           0.78
Other interest-bearing
deposits                    3,565,904        22,820           2.60       3,851,558          2,856           0.30
Total interest-bearing
deposits                    5,923,236        40,087           2.74       4,976,172          5,010           0.41

Borrowings                    941,266         7,322           3.15         404,907          1,377           1.38
Subordinated debentures       103,638         1,579           6.18         152,977          2,168           5.75
Finance lease                   1,714            25           5.92           1,917             28           5.92
Total interest-bearing

liabilities                 6,969,854        49,013           2.85       5,535,973          8,583           0.63

Demand deposits             1,451,654                                    1,547,055
Other liabilities              87,807                                       48,386
Total

noninterest-bearing


liabilities                 1,539,461                                    

1,595,441


Stockholders' equity        1,191,215                                    

1,131,968


Total liabilities and
stockholders' equity      $ 9,700,530                                  $ 8,263,382
Net interest income
(tax-equivalent basis)                       67,828                                        70,842
Net interest spread (5)                                       2.32 %                                        3.53 %
Net interest margin (6)                                       3.00 %                                        3.71 %
Tax-equivalent
adjustment                                     (744 )                                        (484 )
Net interest income                       $  67,084                                    $   70,358

(1) Average balances are based on amortized cost and include equity securities. (2) Interest income is presented on a tax-equivalent basis using a 21% assumed


    tax rate.
(3) Includes loan fee income and accretion of purchase accounting adjustments.
(4) Total loans include loans held-for-sale and nonaccrual loans.
(5) Represents the difference between the average yield on interest-earning

assets and the average cost of interest-bearing liabilities and is presented

on a tax- equivalent basis. (6) Represents net interest income on a tax-equivalent basis divided by average


    total interest-earning assets.
(7) Rates are annualized.




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Noninterest Income



Noninterest income totaled $2.8 million for the three months ended March 31,
2023, compared with $3.1 million for the comparable three-month period ended
March 31, 2022. Included in noninterest income for the three months ended March
31, 2023 and March 31, 2022 were net losses on equity securities of $0.2 million
and $0.6 million, respectively. Excluding net losses on equity securities,
adjusted noninterest income was $3.0 million and $3.7 million for the three
months ended March 31, 2023 and March 31, 2022, respectively. The $0.7 million
decrease in adjusted noninterest income for the three months ended March 31,
2023 versus the three months ended March 31, 2022 was primarily due to decreases
in net gains on sale of loans held-for-sale of $0.7 million and deposit, loan
and other income of $0.3 million, partially offset by an increase in bank owned
life insurance ("BOLI") income of $0.3 million.



Noninterest Expenses



Noninterest expenses totaled $34.9 million for the three months ended March 31,
2023, compared with $29.2 million for the three months ended March 31, 2022.The
increase in noninterest expenses of $5.6 million from the three months ended
March 31, 2022 was primarily attributable to increases in salaries and employee
benefits of $3.5 million, other expenses of $0.8 million, occupancy and
equipment of $0.8 million, professional and consulting of $0.4 million, FDIC
insurance of $0.3 million, information technology and communications of $0.2
million, marketing and advertising of $0.2 million and amortizations of core
deposit intangible of $0.1 million partially offset by a decrease in acquisition
expenses related to BoeFly of $0.7 million. The increase in salaries and
employee benefits was attributable to increased staff in both the revenue and
back-office of the Bank and seasonal increases in payroll taxes.



Income Taxes



Income tax expense was $9.1 million for the three months ended March 31, 2023,
compared to $11.4 million for the three months ended March 31, 2022. The
decrease in income tax expense was the result of lower income before taxes. The
effective tax rate for the three months ended March 31, 2023 and March 31,
2022 was 26.7% and 26.6%, respectively.



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Financial Condition



Loan Portfolio



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



                                                                                                Amount
                                       March 31, 2023               December 31, 2022          Increase/
                                    Amount            %           Amount            %         (Decrease)
                                                          (dollars in thousands)
Commercial                        $ 1,414,226          17.3 %   $ 1,472,734          18.2 %   $   (58,508 )
Commercial real estate              5,835,880          71.7       5,795,228          71.4          40,652
Commercial construction               630,469           7.7         574,139           7.1          56,330
Residential real estate               259,166           3.2         264,748           3.2          (5,582 )
Consumer                                1,435           0.1           2,312           0.1            (877 )
Gross loans                       $ 8,141,176         100.0 %   $ 8,109,161         100.0 %   $    32,015

As of March 31, 2023, gross loans totaled $8.1 billion, an increase of $32.0 million or 0.4%, as compared to December 31, 2022. Net loan growth was attributable to organic loan originations.

Allowance for Credit Losses and Related Provision





As of March 31, 2023, the Company's allowance for credit losses for loans was
$87.0 million, a decrease of $3.5 million from $90.5 million as of December 31,
2022. The decrease was primarily attributable to $4.5 million in net
charge-offs, offset by a $1.0 million provision for credit losses.



The provision for credit losses was $1.0 million for the three months ended March 31, 2023 and $1.5 million for the three months ended March 31, 2022. The provision for credit losses during the three months ended March 31, 2023 reflects modest loan growth and an increase in qualitative factors.





There were $4.5 million net charge-offs for the three months ended March 31,
2023, compared with $0.2 million in net charge-offs for the three months ended
March 31, 2022.  The net charge-offs for the three months ended March 31, 2023
reflect the resolution of certain nonaccrual taxi loans and one owner-occupied
commercial real estate loan that were previously reserved for and, therefore,
required no additional loan loss provisioning. The ACL as a percentage of loans
receivable amounted to 1.07% as of March 31, 2023 and 1.12% as of  December 31,
2022.



The level of the allowance for the respective periods of 2023 and 2022 reflects
the credit quality within the loan portfolio, loan growth, the changing
composition of the commercial and residential real estate loan portfolios and
other related factors. In management's view, the level of the ACL as of March
31, 2023 is adequate to cover credit losses inherent in the loan portfolio.
Management's judgment regarding the adequacy of the allowance constitutes a
"Forward-Looking Statement" under the Private Securities Litigation Reform Act
of 1995. Actual results could differ materially from management's analysis,
based principally upon the factors considered by management in establishing the
allowance.



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



                                                               Three Months Ended
                                                                    March 31,
                                                              2023            2022
                                                             (dollars in thousands)
Average loans receivable                                   $ 8,117,572     $ 6,871,095
Analysis of the ACL:
Balance - beginning of quarter                             $    90,513     $    78,773
Charge-offs:
Commercial                                                      (2,767 )          (274 )
Commercial real estate                                          (1,716 )             -
Total charge-offs                                               (4,483 )          (274 )
Recoveries:
Commercial                                                           -               1
Consumer                                                             1              31
Total recoveries                                                     1              32
Net charge-offs                                                 (4,482 )          (242 )
Provision for credit losses - loans                              1,000      

1,539


Balance - end of period                                    $    87,031

$ 80,070

Ratio of annualized net charge-offs during the period to average loans receivable during the period

                        0.22 %          0.01 %
Loans receivable                                           $ 8,132,119     $ 6,979,595
ACL as a percentage of loans receivable                           1.07 %          1.15 %




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Asset Quality



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



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



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

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





                                 March 31, 2023       December 31, 2022
                                         (dollars in thousands)
Nonaccrual loans                 $        47,667     $            44,454
OREO                                           -                     264
Total nonperforming assets (1)   $        47,667     $            44,718





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

Nonaccrual loans to total loans receivable 0.59 % 0.55 % Nonperforming assets to total assets

           0.48 %     0.46 %




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Investment Securities



As of March 31, 2023, the principal components of the securities portfolio were
federal agency obligations, mortgage-backed securities, obligations of U.S.
states and political subdivisions, corporate bonds and notes, asset-backed
securities and equity securities. For the three-months ended March 31, 2023,
average securities decreased $11.0 million to approximately $732.9 million, or
8.0% of average total interest-earning assets, from approximately
$743.9 million, or 8.3% of average interest-earning assets, at December 31,
2022.



As of March 31, 2023, net unrealized losses on securities available-for-sale,
which are carried as a component of accumulated other comprehensive loss and
included in stockholders' equity, net of tax, amounted to $57.3 million as
compared with net unrealized losses of $61.8 million as of December 31, 2022.
The decrease in unrealized losses is predominately attributable to changes in
market conditions and interest rates. Unrealized losses have not been recognized
into income because the issuers are of high credit quality, we do not intend to
sell, and it is likely that we will not be required to sell the securities prior
to their anticipated recovery. The decline in fair value is largely due to
changes in interest rates and other market conditions. The issuers continue to
make timely principal and interest payments on the securities. Any impairment
that has not been recorded through an allowance for credit losses is recognized
in other comprehensive income, net of applicable taxes. The Company did not
record an allowance for credit losses for available-for-sale as of March 31,
2023.


Interest Rate Sensitivity Analysis





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



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



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



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



Based on our model, which was run as of March 31, 2023, we estimated that over
the next one-year period a 200 basis-point instantaneous increase in the general
level of interest rates would decrease our net interest income by 0.63%, while a
100 basis-point instantaneous decrease in interest rates would decrease net
interest income by 2.79%. As of December 31, 2022, we estimated that over the
next one-year period a 200 basis-point instantaneous increase in the general
level of interest rates would decrease our net interest income by 2.22%, while a
100 basis-point instantaneous decrease in interest rates would decrease net
interest income by 2.01%.



Based on our model, which was run as of March 31, 2023, we estimated that over
the next three years, on a cumulative basis, a 200 basis-point instantaneous
increase in the general level of interest rates would decrease our net interest
income by 3.11%, while a 100 basis-point instantaneous decrease in interest
rates would decrease net interest income by 3.01%. As of December 31, 2022, we
estimated that over the next three years, on a cumulative basis, a 200
basis-point instantaneous increase in the general level of interest rates would
decrease our net interest income by 2.66%, while a 100 basis-point instantaneous
decrease in interest rates would decrease net interest income by 3.99%.



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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 March 31, 2023, would decrease by 12.16%
with an instantaneous rate shock of up 200 basis points, and decline by 0.49%
with an instantaneous rate shock of down 100 basis points.  Our EVE as of
December 31, 2022, would decrease by 10.51% with an instantaneous rate shock of
up 200 basis points, and decrease by 1.13% with an instantaneous rate shock of
down 100 basis points.



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



The following table illustrates the most recent results for EVE and one-year NII sensitivity as of March 31, 2023.





Interest
 Rates        Estimated        Estimated Change in EVE         Interest Rates      Estimated        Estimated Change in NII
 (basis
points)          EVE             Amount             %          (basis points)         NII             Amount              %
  +300       $ 1,012,527           (212,442 )      (17.34 )           +300         $  268,853     $         (605 )       (0.22 )
  +200         1,076,038           (148,931 )      (12.16 )           +200            267,757             (1,701 )       (0.63 )
  +100         1,142,074            (82,895 )       (6.77 )           +100            266,795             (2,663 )       (0.99 )
   0           1,224,969                  -             -              0              269,458                  -             -
  -100         1,218,995             (5,974 )       (0.49 )           -100            261,947             (7,511 )       (2.79 )
  -200         1,199,347            (25,622 )       (2.09 )           -200            252,496            (16,962 )       (6.29 )
  -300         1,170,922            (54,047 )       (4.41 )           -300            244,526            (24,932 )       (9.25 )




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



Estimates of Fair Value



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



Impact of Inflation and Changing Prices





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



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Liquidity



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



As of March 31, 2023, the amount of liquid assets remained at a level management
deemed adequate to ensure that, on a short and long-term basis, contractual
liabilities, depositors' withdrawal requirements, and other operational and
client credit needs could be satisfied. As of March 31, 2023, liquid assets
(cash and due from banks, interest-bearing deposits with banks and unencumbered
investment securities) were $827.7 million, which represented 8.1% of total
assets and 9.6% of total deposits and borrowings, compared to $760.0 million as
of December 31, 2022, which represented 7.9% of total assets and 9.3% of total
deposits and borrowings.



The Bank is a member of the Federal Home Loan Bank of New York and, based on
available qualified collateral as of March 31, 2023, had the ability to borrow
$2.1 billion. 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 $73.7 million. In addition, as of March 31, 2023,
the Bank had in place borrowing capacity of $410 million through correspondent
banks and other unsecured borrowing lines. As of March 31, 2023, the Bank had
aggregate available and unused credit of approximately $1.2 billion, which
represents the aforementioned facilities totaling $2.6 billion net of
$1.4 billion in outstanding borrowings and letters of credit. As of March 31,
2023, outstanding commitments for the Bank to extend credit were approximately
$1.2 billion.



During April 2023 the Bank increased its availability at both the Federal
Reserve Bank of New York and the Federal Home Loan Bank of New York, by a total
of approximately $2.0 billion, primarily through the additional pledging of
previously unencumbered and unpledged loans. The Bank's access to the Federal
Reserve Bank of New York, for both discount window and BTF access, was increased
to $1.2 billion, from $0.1 billion as of March 31, 2023, primarily reflecting
loans now pledged with unpaid principal balances of approximately $1.4 billion.
The Bank's access to the Federal Home Loan Bank was increased to $2.9 billion,
from $2.1 billion as of March 31, 2023, primarily reflecting increased loans
pledged with unpaid principal balances of approximately $1.2 billion.



Cash and cash equivalents totaled $562.4 million as of March 31, 2023,
increasing by $294.1 million from $268.3 million as of December 31,
2022. Operating activities provided $16.4 million in net cash. Investing
activities used $26.6 million in net cash, primarily reflecting an increase in
loans and investment securities.  Financing activities provided $304.3 million
in net cash, primarily reflecting an increase in deposits of $396.7 million and
partially offset by repayment of subordinated debt of $75.0 million.



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Deposits



Total deposits increased by $396.6 million, or 5.4%, to $7.8 billion as of March
31, 2023 from December 31, 2022. The increase was primarily due to increases in
time deposits and interest-bearing and NOW deposits partially offset by a
decrease in demand, noninterest-bearing deposits and savings deposits. The
following table sets forth the composition of our deposit base by the periods
indicated.



                                                                                                 Amount
                                        March 31, 2023               December 31, 2022          Increase/
                                     Amount            %           Amount            %         (Decrease)
                                                           (dollars in thousands)
Demand, noninterest-bearing        $ 1,345,265          17.4 %   $ 1,501,614          20.4 %   $  (156,349 )
Demand, interest-bearing and NOW     3,328,582          42.9       3,085,613          41.9         242,969
Savings                                372,667           4.8         375,205           5.1          (2,538 )
Time                                 2,706,662          34.9       2,394,190          32.6         312,472
Total deposits                     $ 7,753,176         100.0 %   $ 7,356,622         100.0 %   $   396,554




Subordinated Debentures



During December 2003, Center Bancorp Statutory Trust II, a statutory business
trust and wholly owned subsidiary of the Parent Corporation issued $5.0 million
of MMCapS capital securities to investors due on January 23, 2034. The trust
loaned the proceeds of this offering to the Company and received in exchange
$5.2 million of the Parent Corporation's subordinated debentures. The
subordinated debentures are redeemable in whole or part. The floating interest
rate on the subordinated debentures is three-month LIBOR plus 2.85% and
re-prices quarterly. The rate as of March 31, 2023 was 7.65%.



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



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



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Stockholders' Equity



The Company's stockholders' equity was $1.2 billion as of March 31, 2023, an
increase of $12.2 million from December 31, 2022. The increase in stockholders'
equity was primarily attributable to retained earnings, in addition to an
increase in additional paid-in capital, partially offset by a decrease in
accumulated other comprehensive income, reflecting the after-tax decline in the
fair value of investment securities net of unrealized hedge gains recorded in
other assets, and an increase in treasury stock. As of March 31, 2023, the
Company's tangible common equity ratio and tangible book value per share were
8.87% and $22.07, respectively. As of December 31, 2022, the tangible common
equity ratio and tangible book value per share were 9.04% and $21.71,
respectively. Total goodwill and other intangible assets were approximately
$215.3 million and $215.7 million, as of March 31, 2023 and December 31, 2022,
respectively.


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





                                                                                  December 31,
                                                           March 31, 2023             2022
                                                             (dollars in thousands, except for
                                                                 share and per share data)
Common equity                                              $     1,080,043       $     1,067,824
Less: intangible assets                                           (215,312 )            (215,684 )
Tangible common stockholders' equity                       $       864,731       $       852,140

Total assets                                               $     9,960,467       $     9,644,948
Less: intangible assets                                           (215,312 )            (215,684 )
Tangible assets                                            $     9,745,155       $     9,429,264

Common stock outstanding at period end                          39,179,051  

39,568,090



Tangible common equity ratio (1)                                      8.87 %                9.04 %

Book value per common share                                $         27.57       $         27.21
Less: intangible assets                                               5.50                  5.50
Tangible book value per common share                       $         22.07       $         21.71



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


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Regulatory Capital and Capital Adequacy





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



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





The following is a summary of regulatory capital amounts and ratios as of March
31, 2023 for the Company and the Bank, compared with minimum capital adequacy
requirements and the regulatory requirements for classification as a
well-capitalized depository institution (for the Bank).



                                                                                                   To Be Well-Capitalized
                                                                    For Capital Adequacy           Under Prompt Corrective
                               ConnectOne Bancorp, Inc.                   Purposes                    Action Provisions
The Company                     Amount              Ratio         Amount            Ratio          Amount           Ratio
As of March 31, 2023                                             (dollars in thousands)
Tier 1 leverage capital     $     1,014,519           10.60 %   $  382,730              4.00 %           NA               NA
CET I risk-based ratio              898,437           10.55        383,258              4.50             NA               NA
Tier 1 risk-based capital         1,014,519           11.91        511,011              6.00             NA               NA
Total risk-based capital          1,178,852           13.84        681,348              8.00             NA               NA




N/A - not applicable



                                                              For Capital Adequacy         To Be Well-Capitalized Under Prompt
                                 ConnectOne Bank                    Purposes                  Corrective Action Provisions
The Bank                      Amount          Ratio         Amount            Ratio           Amount                 Ratio
As of March 31, 2023                                         (dollars in thousands)
Tier 1 leverage capital     $ 1,015,381         10.62 %   $  382,549              4.00 %        478,186                   5.00 %

CET I risk-based ratio 1,015,381 11.92 383,251

       4.50          553,585                   6.50

Tier 1 risk-based capital 1,015,381 11.92 511,002

       6.00          681,355                   8.00

Total risk-based capital 1,130,514 13.27 681,335


      8.00          851,669                  10.00




As of March 31, 2023, both the Company and Bank satisfy the capital conservation
buffer requirements applicable to them. The lowest ratio at the Company is the
Total Risk Based Capital Ratio which was 3.34% above the minimum buffer ratio
and, at the Bank, the lowest ratio was the Total Risk Based Capital Ratio which
was 2.77% above the minimum buffer ratio.



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