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Business Combination | 3 Months Ended
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Mar. 31, 2020
Business combinations: |
Business Combination | Note 2. Business Combination Bancorp of New Jersey, Inc. On January 2, 2020, Bancorp of New Jersey, Inc. (“BNJ”) merged with and into the Company, with the Company as the surviving entity. As a result of the merger, the Company acquired nine branch offices all located in Bergen County, New Jersey. Subject to the allocation and proration procedures set forth in the merger agreement, shareholders of BNJ common stock had the right to elect, with respect to each share of BNJ common stock, to receive either (i) $16.25 in cash or (ii) 0.780 of a share of CNOB common stock (plus cash in lieu of any fractional shares of CNOB common stock to which such holder would otherwise be entitled). The allocation and proration procedures set forth in the merger agreement required that approximately 20% of the shares of BNJ common stock be converted into cash and the remaining approximately 80% of BNJ common shares be converted into shares of ConnectOne common stock. The acquisition of BNJ was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration paid were recorded at their estimated fair values as of the acquisition date. The application of the acquisition method of accounting resulted in the recognition of goodwill of $45.8 million and a core deposit intangible of $8.1 million. The assets acquired and liabilities assumed and consideration paid in the acquisition of BNJ were recorded at their estimated fair values based on management’s best estimates using information available at the date of the acquisition and are subject to adjustment for up to one year after the closing date of the acquisition. While the fair values are not expected to be materially different from the estimates, accounting guidance provides that an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period, which runs through January 2, 2021, in the measurement period in which the adjustment amounts are determined. The acquirer must record in the financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the changes to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The items most susceptible to adjustment are the credit fair value adjustments on loans, core deposit intangible and the deferred income tax assets resulting from the acquisition. As of March 31, 2020 there were no changes to the provisional fair value adjustments recorded on January 2, 2020. In connection with the acquisition, the consideration paid and the fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition are summarized in the following table:
|  | Estimated Fair
|  | Value at
|  | January 2, 2020
|  | (in thousands)
Consideration paid: |  |  |
Common stock issued in acquisition |  | $ | 118,375
Cash paid in acquisition |  |  | 23,977
Total consideration paid: |  |  | 142,352
Assets acquired: |  |  |
Cash and cash equivalents |  |  | 111,368
Securities available-for-sale |  |  | 20,073
Loans, net |  |  | 774,720
Premises and equipment, net |  |  | 12,826
Accrued interest receivable |  |  | 2,910
Core deposit intangibles |  |  | 8,076
Other assets |  |  | 19,303
Total assets acquired |  |  | 949,276
Liabilities assumed: |  |  |
Deposits |  |  | 785,378
Borrowings |  |  | 49,742
Other liabilities |  |  | 17,609
Total liabilities assumed |  |  | 852,729
Net assets acquired |  |  | 96,547
Goodwill recorded in acquisition |  | $ | 45,805
The amount of goodwill recorded represents the excess purchase price over the estimated fair value of the net assets acquired by ConnectOne and reflects the economies of scale, increased market share and lending capabilities, greater access to best-in-class banking technology, and related synergies that are expected to result from the acquisition. 12
CONNECTONE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 2. Business Combination – (continued) Loans acquired in the BNJ acquisition were recorded at fair value, and there was no carryover related allowance for loan losses. The fair values of loans acquired from BNJ were estimated based on the value of the expected cash flows, which were projected based on the contractual terms of the loans, including both maturity and contractual amortization. The monthly principal and interest cash flows were adjusted for expected losses and prepayments, where appropriate. Projected cash flows were then discounted to present value using a discount rate developed based on the relative risk of the cash flows, considering the loan type, liquidity risk, the maturity of the loans, servicing costs and a required return on capital. The following is a summary of the loans accounted for in accordance with ASC 310-30 that were acquired in the BNJ acquisition as of the Merger date:
|  | Estimated Fair |
|  | Value at |
|  | January 2, 2020 |
|  | (in thousands) |
Contractually required principal and interest acquisition |  | $ | 14,416 |  |
Contractual cash flows not expected to be collected (non-accretable discount) |  |  | (2,111 | ) |
Expected cash flows at acquisition |  |  | 12,305 |  |
Interest component of expected cash flows (accretable discount) |  |  | (605 | ) |
Fair value of acquired loans |  | $ | 11,700 |  |
Goodwill related to BNJ is not amortized for book purposes; however, it is reviewed at least annually for impairment and is not deductible for tax purposes. The fair value of retail demand and interest-bearing deposit accounts was assumed to approximate the carrying value as those accounts have no stated maturity and are payable on demand. The fair value of time deposits was estimated by discounting the contractual future cash flows using market rates offered for time deposits of similar remaining maturities. The fair value of borrowed funds was estimated by discounting the future cash flows using market rates for similar borrowings. Direct acquisition and integration costs of the BNJ acquisition were expensed as incurred. These items were recorded as merger-related expenses on the consolidated statement of income. During the three months ended March 31, 2020, merger expenses related to the BNJ acquisition were $9.5 million.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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