Fair Value of Financial Instruments

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Financial instruments are considered Level 1 when the valuation is based on quoted prices in active markets for identical assets or liabilities. Level 2 financial instruments are valued using quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or models using inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques, and at least one significant model assumption or input is unobservable and when determination of the fair value requires significant management judgment or estimation.

Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the fair values presented. The following methods and assumptions were used by the Company to estimate the fair value of its financial instruments at June 30, 2015, December 31, 2014 and June 30, 2014:

Cash and due from banks – The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

Securities Available for Sale – Where possible, the Company utilizes quoted market prices to measure debt and equity securities; such items are classified as Level 1 in the hierarchy and include equity securities, US government bonds and securities issued by federally sponsored agencies. When quoted market prices for identical assets are unavailable or the market for the asset is not sufficiently active, varying valuation techniques are used. Common inputs in valuing these assets include, among others, benchmark yields, issuer spreads, forward mortgage-backed securities trade prices and recently reported trades. Such assets are classified as Level 2 in the hierarchy and typically include private label mortgage-backed securities and corporate bonds. Pricing on these securities are provided to the Company by a pricing service vendor. In the Level 3 category, the Company classifies securities that reflect other-than-temporary impairments (“OTTI”) based on a discounted cash flow of the security or a determination of fair value that requires significant management judgment or consideration.

FHLB, FRB, Other Stock – The carrying value approximates the fair value based upon the redemption provisions of the stock and are classified as Level 1.

Loans Held for Investment— The fair value of loans, other than loans on nonaccrual status, was estimated by discounting the remaining contractual cash flows using the estimated current rate at which similar loans would be made to borrowers with similar credit risk characteristics and for the same remaining maturities, reduced by deferred net loan origination fees and the allocable portion of the allowance for loan losses. Accordingly, in determining the estimated current rate for discounting purposes, no adjustment has been made for any change in borrowers’ credit risks since the origination of such loans. Rather, the allocable portion of the allowance for loan losses is considered to provide for such changes in estimating fair value. As a result, this fair value is not necessarily the value which would be derived using an exit price. These loans are included within Level 3 of the fair value hierarchy. The carrying amount of accrued interest receivable approximates its fair value as a Level 1 classification.

OREO – OREO assets are recorded at the fair value less estimated costs to sell at the time of foreclosure. The fair value of OREO assets is generally based on recent real estate appraisals adjusted for estimated selling costs. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Accrued Interest Receivable/Payable – The carrying amount approximates fair value and is classified as Level 1.

Deposit Accounts— The fair values estimated for demand deposits (interest and noninterest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts) resulting in a Level 1 classification. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of the aggregate expected monthly maturities on time deposits in a Level 2 classification. The carrying amount of accrued interest payable approximates its fair value as a Level 1 classification.

FHLB Advances and Other Borrowings— For these instruments, the fair value of short term borrowings is estimated to be the carrying amount and is classified as Level 1. The fair value of long term borrowings and debentures is determined using rates currently available for similar borrowings or debentures with similar credit risk and for the remaining maturities and are classified as Level 2. The carrying amount of accrued interest payable approximates its fair value as a Level 1 classification.

Subordinated Debentures – The fair value of subordinated debentures is estimated by discounting the balance by the current three-month LIBOR rate plus the current market spread. The fair value is determined based on the maturity date as the Company does not currently have intentions to call the debenture and is classified as Level 2.

Off-Balance Sheet Commitments and Standby Letters of Credit – The majority of the Bank’s commitments to extend credit carry current market interest rates if converted to loans. Because these commitments are generally unassignable by either the Bank or the borrower, they only have value to the Bank and the borrower. The notional amount disclosed for off-balance sheet commitments and standby letters of credit is the amount available to be drawn down on all lines and letters of credit. The cost to assume is calculated at 10% of the notional amount and is classified as Level 2.

Estimated fair values are disclosed for financial instruments for which it is practicable to estimate fair value. These estimates are made at a specific point in time based on relevant market data and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering the Company’s entire holdings of a particular financial instrument for sale at one time, nor do they attempt to estimate the value of anticipated future business related to the instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these estimates.

The fair value estimates presented herein are based on pertinent information available to management as of the periods indicated.



	At June 30, 2015
	Carrying Amount		Level 1		Level 2		Level 3		Estimated Fair Value
	(in thousands)
Assets:
Cash and cash equivalents	$	83,077	$	83,077	$	—	$	—	$	83,077
Securities available for sale	280,434		—		280,434		—		280,434
FHLB, Federal Reserve Bank, and other stock, at cost	22,843		22,843		—		—		22,843
Loans held for investment, net	2,103,460		—		—		2,150,673		2,150,673
Accrued interest receivable	9,072		9,072		—		—		9,072
Other real estate owned	711		—		—		711		711

Liabilities:
Deposit accounts	2,095,983		1,575,404		522,157		—		2,097,561
FHLB advances	118,000		118,208		—		—		118,208
Other borrowings	49,389		—		48,936		—		48,936
Subordinated debentures	70,310		—		68,675		—		68,675
Accrued interest payable	212		212		—		—		212



	Notional Amount		Level 1		Level 2		Level 3		Cost to Cede or Assume
Off-balance sheet commitments and standby letters of credit	$	380,783	$	—	$	38,078	$	—	$	38,078



	At December 31, 2014
	Carrying Amount		Level 1		Level 2		Level 3		Estimated Fair Value
	(in thousands)
Assets:
Cash and cash equivalents	$	110,925	$	110,925	$	—	$	—	$	110,925
Securities available for sale	201,638		—		201,638		—		201,638
FHLB, Federal Reserve Bank, and other stock, at cost	17,067		17,067		—		—		17,067
Loans held for investment, net	1,616,422		—		—		1,686,046		1,686,046
Accrued interest receivable	7,131		7,131		—		—		7,131
Other real estate owned	1,037		—		—		1,037		1,037

Liabilities:
Deposit accounts	1,630,826		1,216,847		519,898		—		1,736,745
FHLB advances	70,000		70,025		—		—		70,025
Other borrowings	46,643		—		48,312		—		48,312
Subordinated debentures	70,310		—		33,456		—		33,456
Accrued interest payable	209		209		—		—		209



	Notional Amount		Level 1		Level 2		Level 3		Cost to Cede or Assume
Off-balance sheet commitments and standby letters of credit	$	355,024	$	—	$	35,502	$	—	$	35,502



	At June 30, 2014
	Carrying Amount		Level 1		Level 2		Level 3		Estimated Fair Value
	(in thousands)
Assets:
Cash and cash equivalents	$	120,292	$	120,292	$	—	$	—	$	120,292
Securities available for sale	235,116		—		235,116		—		235,116
FHLB, Federal Reserve Bank, and other stock, at cost	18,494		18,494		—		—		18,494
Loans held for investment, net	1,457,035		—		—		1,461,796		1,461,796
Accrued interest receivable	6,645		6,645		—		—		6,645
Other real estate owned	752		—		—		752		752

Liabilities:
Deposit accounts	1,445,581		1,102,419		371,132		—		1,473,551
FHLB advances	210,000		210,000		—		—		210,000
Other borrowings	45,287		—		47,538		—		47,538
Subordinated debentures	10,310		—		4,592		—		4,592
Accrued interest payable	177		177		—		—		177



	Notional Amount		Level 1		Level 2		Level 3		Cost to Cede or Assume
Off-balance sheet commitments and standby letters of credit	$	293,228	$	—	$	29,323	$	—	$	29,323

A loan is considered impaired when it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement. Impairment is measured based on the fair value of the underlying collateral or the discounted expected future cash flows. The Company measures impairment on all non-accrual loans for which it has reduced the principal balance to the value of the underlying collateral less the anticipated selling cost. As such, the Company records impaired loans as non-recurring Level 2 when the fair value of the underlying collateral is based on an observable market price or current appraised value. When current market prices are not available or the Company determines that the fair value of the underlying collateral is further impaired below appraised values, the Company records impaired loans as Level 3. At June 30, 2015, substantially all the Company’s impaired loans were evaluated based on the fair value of their underlying collateral based upon the most recent appraisal available to management.

The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

The following fair value hierarchy table presents information about the Company’s financial instruments measured at fair value on a recurring basis at the dates indicated:



	June 30, 2015
	Fair Value Measurement Using
	Level 1		Level 2		Level 3		Securities at Fair Value
	(in thousands)
Investment securities available for sale:
Municipal bonds	$	—	$	120,431	$	—	$	120,431
Mortgage-backed securities	—		160,003		—		160,003
Total securities available for sale	$	—	$	280,434	$	—	$	280,434



	June 30, 2014
	Fair Value Measurement Using
	Level 1		Level 2		Level 3		Securities at Fair Value
	(in thousands)
Investment securities available for sale:
Municipal bonds	$	—	$	85,433	$	—	85,433
Mortgage-backed securities	—		149,683		—		149,683
Total securities available for sale	$	—	$	235,116	$	—	$	235,116

The fair value of impaired loans was determined using Level 3 assumptions, and represents impaired loan balances for which a specific reserve has been established or on which a write down has been taken. Generally, the Company obtains third party appraisals (or property evaluations) and/or collateral audits in conjunction with internal analyses based on historical experience on its impaired loans and other real estate owned to determine fair value. In determining the net realizable value of the underlying collateral for impaired loans, the Company will then discount the valuation to cover both market price fluctuations and selling costs the Company expected would be incurred in the event of foreclosure. In addition to the discounts taken, the Company’s calculation of net realizable value considered any other senior liens in place on the underlying collateral.

The following table provides a summary of the financial instruments the Company measures at fair value on a non-recurring basis as of the periods indicated:



	June 30, 2015
	Fair Value Measurement Using
	Level 1		Level 2		Level 3		Assets at Fair Value
	(in thousands)
Assets
Collateral dependent impaired loans	$	—	$	—	$	2,548	$	2,548
Other real estate owned	—		—		711		711
Total assets	$	—	$	—	$	3,259	$	3,259



	June 30, 2014
	Fair Value Measurement Using
	Level 1		Level 2		Level 3		Assets at Fair Value
	(in thousands)
Assets
Collateral dependent impaired loans	$	—	$	—	$	1,003	$	1,003
Other real estate owned	—		—		752		752
Total assets	$	—	$	—	$	1,755	$	1,755

The following table presents quantitative information about level 3 of fair value measurements for financial instruments measured at fair value on a non-recurring basis for the periods indicated:



	June 30, 2015
				Range
	Fair Value		Valuation Techniques	Rate	Maturity (years)	Unobservable Inputs
Collateral dependent impaired loans:
Business loans:
Commercial and industrial	$	1,684	Collateral valuation	6.70%	8	0 - 10%
Commercial owner occupied	370		Collateral valuation	6.75%	7	0 - 10%
Real estate loans:
Commercial non-owner occupied	443		Collateral valuation	7.00%	12	0 - 15%
One-to-four family	28		Collateral valuation	8.00 - 15.00%	5 - 16	0 - 10%
Land	23		Collateral valuation	13.00%	15	0 - 10%
Total collateral dependent impaired loans	$	2,548

Other real estate owned
Land	$	711	Collateral valuation	—	—	0 - 10%
One-to-four family	—		Collateral valuation	—	—	0 - 10%
Total other real estate owned	$	711



	June 30, 2014
				Range
	Fair Value		Valuation Techniques	Rate	Maturity (years)	Unobservable Inputs
Collateral dependent impaired loans:
Business loans:
Commercial and industrial	$	24	Collateral valuation	6.00%	3	0 - 10%
Commercial owner occupied	417		Collateral valuation	11.75%	8	0 - 10%
Real estate loans:
Commercial non-owner occupied	514		Collateral valuation	7.00%	13	0 - 15%
One-to-four family	48		Collateral valuation	2.26% - 15.00%	2-22	0 - 10%
Total collateral dependent impaired loans	$	1,003

Other real estate owned
Land	$	752	Collateral valuation	—	—	0-10%
Total other real estate owned	$	752