Note

Fair Value Measurements

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. ASC Topic

820,

“Fair Value Measurements and Disclosures,”

establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level

Quoted prices in active exchange markets for identical assets or liabilities; also includes certain U.S. Treasury and other U.S. Government and agency securities actively traded in over-the-counter markets.

Level

Observable inputs other than Level

including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data; also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data. This category generally includes certain U.S. Government and agency securities, corporate debt securities, derivative instruments, and residential mortgage loans held for sale.

Level

Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for single dealer nonbinding quotes not corroborated by observable market data. This category generally includes certain private equity investments, retained interests from securitizations, and certain collateralized debt obligations.

Assets and Liabilities Recorded a

Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of

March

31,

2017

and

December

31,

2016.

(dollars in thousands)	Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total (Fair Value)
March 31, 2017
Assets:
Investment securities available for sale:
U. S. agency securities	$	-	$	147,908	$	-	$	147,908
Residential mortgage backed securities		-		296,925		-		296,925
Municipal bonds		-		44,609		-		44,609
Corporate bonds		-		8,647		1,500		10,147
Other equity investments		-		-		218		218
Loans held for sale		-		29,567		-		29,567
Mortgage banking derivatives		-		-		93		93
Interest rate swap derivatives		-		486		-		486
Total assets measured at fair value on a recurring basis as of March 31, 2017	$	-	$	528,142	$	1,811	$	529,953

Liabilities:
Mortgage banking derivatives	$	-	$	-	$	71	$	71
Interest rate swap derivatives		-		23		-		23
Total liabilities measured at fair value on a recurring basis as of March 31, 2017	$	-	$	23	$	71	$	94


December 31, 2016
Assets:
Investment securities available for sale:
U. S. agency securities	$	-	$	106,142	$	-	$	106,142
Residential mortgage backed securities		-		326,239		-		326,239
Municipal bonds		-		95,930		-		95,930
Corporate bonds		-		8,079		1,500		9,579
Other equity investments		-		-		218		218
Loans held for sale		-		51,629		-		51,629
Mortgage banking derivatives		-		-		114		114
Total assets measured at fair value on a recurring basis as of December 31, 2016	$	-	$	588,019	$	1,832	$	589,851

Liabilities:
Mortgage banking derivatives	$	-	$	-	$	55	$	55
Interest rate swap derivatives		-		692		-		692
Total liabilities measured at fair value on a recurring basis as of December 31, 2016	$	-	$	692	$	55	$	747

Investment Securities

Available-for-Sale

Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level

securities include those traded on an active exchange such as the New York Stock Exchange, Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level

securities include U.S. agency debt securities, mortgage backed securities issued by Government Sponsored Entities (“GSE’s”) and municipal bonds. Securities classified as Level

include securities in less liquid markets, the carrying amounts approximate the fair value.

Loans held for sale

: The Company has elected to carry loans held for sale at fair value. Fair value is derived from

secondary

market quotations for similar instruments. Gains and losses on sales of these loans are recorded as a component of noninterest income in the Consolidated Statements of Operations. As such, the Company classifies loans subjected to fair value adjustments as Level

valuation.

Interest rate swap derivatives:

These derivative instruments consist of forward starting interest rate swap agreements, which are accounted for as cash flow hedges, and a free-standing derivative which is not designated as a hedge under ASC

815.

The Company's derivative position is classified within Level

of the fair value hierarchy and is valued using models generally accepted in the financial services industry and that use actively quoted or observable market input values from external market data providers and/or non-binding broker-dealer quotations. The fair value of the derivatives is determined using discounted cash flow models. These models’ key assumptions include the contractual terms of the respective contract along with significant observable inputs, including interest rates, yield curves, nonperformance risk and volatility. Derivative contracts are executed with a Credit Support Annex, which is a bilateral agreement that requires collateral postings when the market value exceeds certain threshold limits. These agreements protect the interests of the Company and its counterparties should either party suffer a credit rating deterioration.

Mortgage banking

derivatives:

The Company relies on a

third

-party pricing service to value its mortgage banking derivative financial assets and liabilities, which the Company classifies as a Level

valuation. The external valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups. The Company also relies on an external valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Company would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing.

The following is a reconciliation of activity for assets and liabilities measured at fair value based on Significant Other Unobservable Inputs (Level

3):

	Investment		Mortgage Banking
(dollars in thousands)	Securities		Derivatives			Total
Assets:
Beginning balance at January 1, 2017	$	1,718	$	114		$	1,832
Realized loss included in earnings - net mortgage banking derivatives		-		(21	)		(21	)
Purchases of available-for-sale securities		-		-			-
Principal redemption		-		-			-
Ending balance at March 31, 2017	$	1,718	$	93		$	1,811

Liabilities:
Beginning balance at January 1, 2017	$	-	$	55		$	55
Realized loss included in earnings - net mortgage banking derivatives		-		16			16
Principal redemption		-		-			-
Ending balance at March 31, 2017	$	-	$	71		$	71

	Investment			Mortgage Banking
(dollars in thousands)	Securities			Derivatives		Total
Assets:
Beginning balance at January 1, 2016	$	219		$	24	$	243
Realized gain included in earnings - net mortgage banking derivatives		-			90		90
Purchases of available-for-sale securities		1,500			-		1,500
Principal redemption		(1	)		-		(1	)
Ending balance at December 31, 2016	$	1,718		$	114	$	1,832

Liabilities:
Beginning balance at January 1, 2016	$	-		$	30	$	30
Realized loss included in earnings - net mortgage banking derivatives		-			25		25
Principal redemption		-			-		-
Ending balance at December 31, 2016	$	-		$	55	$	55

The other equity securities classified as Level

consist of equity investments in the form of common stock of

two

local banking companies which are not publicly traded, and for which

the carrying amount approximates fair value.

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company measures certain assets at fair value on a nonrecurring basis and the following is a general description of the methods used to value such assets.

Impaired loans

: The Company considers a loan impaired when it is probable that the Company will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that nonaccrual loans and loans that have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate or the estimated fair value of the underlying collateral for collateral-dependent loans, which the Company classifies as a Level

valuation.

Other real estate owned

: Other real estate owned is initially recorded at fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral, which the Company classifies as a Level

valuation. Assets measured at fair value on a nonrecurring basis are included in the table below:

(dollars in thousands)	Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total (Fair Value)
March 31, 2017
Impaired loans:
Commercial	$	-	$	-	$	2,550	$	2,550
Income producing - commercial real estate		-		-		8,531		8,531
Owner occupied - commercial real estate		-		-		2,648		2,648
Real estate mortgage - residential		-		-		310		310
Construction - commercial and residential		-		-		2,905		2,905
Other consumer		-		-		44		44
Other real estate owned		-		-		1,394		1,394
Total assets measured at fair value on a nonrecurring basis as of March 31, 2017	$	-	$	-	$	18,382	$	18,382

(dollars in thousands)	Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total (Fair Value)
December 31, 2016
Impaired loans:
Commercial	$	-	$	-	$	2,956	$	2,956
Income producing - commercial real estate		-		-		12,993		12,993
Owner occupied - commercial real estate		-		-		2,133		2,133
Real estate mortgage - residential		-		-		555		555
Construction - commercial and residential		-		-		1,550		1,550
Other consumer		-		-		13		13
Other real estate owned		-		-		2,694		2,694
Total assets measured at fair value on a nonrecurring basis as of December 31, 2016	$	-	$	-	$	22,894	$	22,894

Loans

The Company does not record loans at fair value on a recurring basis; however, from time to time, a loan is considered impaired and an allowance for loan loss is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC Topic

310,

“Receivables.”

The fair value of impaired loans is estimated using

one

of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring a specific allowance represent loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. At

March

31,

2017,

substantially all of the totally impaired loans were evaluated based upon the fair value of the collateral. In accordance with ASC Topic

820,

impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the loan as nonrecurring Level

When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level

Fair Value of Financial Instruments

The Company discloses fair value information about financial instruments for which it is practicable to estimate the value, whether or not such financial instruments are recognized on the balance sheet. Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by quoted market price, if

one

exists.

Quoted market prices, if available, are shown as estimates of fair value. Because no quoted market prices exist for a portion of the Company’s financial instruments, the fair value of such instruments has been derived based on management’s assumptions with respect to future economic conditions, the amount and timing of future cash flows and estimated discount rates. Different assumptions could significantly affect these estimates. Accordingly, the net realizable value could be materially different from the estimates presented below. In addition, the estimates are only indicative of individual financial instrument values and should not be considered an indication of the fair value of the Company taken as a whole.

The following methods and assumptions were used to estimate the fair value of each category of financial instrument for which it is practicable to estimate value:

Cash due from banks and federal funds sold:

For cash and due from banks and federal funds sold the carrying amount approximates fair value.

Interest bearing deposits with other banks:

For interest bearing deposits with other banks the carrying amount approximates fair value.

Investment securities:

For these instruments, fair values are based

upon quoted prices, if available. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.

Federal Reserve and Federal Home Loan Bank stock:

The carrying amount approximate the fair values at the reporting date.

Loans held for sale:

As the Company has elected the fair value option, t

he fair value of loans held for sale is the carrying value and is based on commitments outstanding from investors as well as what

secondary

markets are currently offering for portfolios with similar characteristics for residential mortgage loans held for sale since such loans are typically committed to be sold (servicing released) at a profit.

Loans:

For variable rate loans that re-price on a scheduled basis, fair values are based on carrying values. The fair value of the remaining loans are estimated by discounting the estimated future cash flows using the current interest rate at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term.

Bank owned life insurance:

The fair value of bank owned life insurance is the current cash surrender value, which is the carrying value.

Annuity investment

The fair value of the annuity investments is the carrying amount at the reporting date.

Mortgage banking derivatives

The Company enters into interest rate lock commitments (IRLCs) with prospective residential mortgage borrowers. These commitments are carried at fair value based on the fair value of the underlying mortgage loans which are based on market data. These commitments are classified as Level

in the fair value disclosures, as the valuations are based on market unobservable inputs. The Company hedges the risk of the overall change in the fair value of loan commitments to borrowers by selling forward contracts on securities of GSEs. These forward settling contracts are classified as Level

as valuations are based on market unobservable inputs. See Note

to the Consolidated Financial Statements for additional detail.

Interest rate swap derivatives:

815.

The Company's derivative position is classified within Level

Noninterest bearing deposits:

The fair value of these deposits is the amount payable on demand at the reporting date, since generally accepted accounting standards do not permit an assumption of core deposit value.

Interest bearing deposits:

The fair value of interest bearing transaction, savings, and money market deposits with no defined maturity is the amount payable on demand at the reporting date, since generally accepted accounting standards do not permit an assumption of core deposit value.

Certificates of deposit:

The fair value of certificates of deposit is estimated by discounting the future cash flows using the current rates at which similar deposits with remaining maturities would be accepted.

Customer repurchase agreements:

The carrying amount approximate the fair values at the reporting date.

Borrowings:

The carrying amount for variable rate borrowings approximate the fair values at the reporting date. The fair value of fixed rate FHLB advances and the subordinated notes are estimated by computing the discounted value of contractual cash flows payable at current interest rates for obligations with similar remaining terms. The fair value of variable rate FHLB advances is estimated to be carrying value since these liabilities are based on a spread to a current pricing index.

Off-balance sheet items:

Management has reviewed the unfunded portion of commitments to extend credit, as well as standby and other letters of credit, and has determined that the fair value of such instruments is equal to the fee, if any, collected and unamortized for the commitment made.

The estimated fair values of the Company’s financial instruments at

March

31,

2017

and

December

31,

2016

are as follows:

					Fair Value Measurements
					Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
(dollars in thousands)	Carrying Value		Fair Value		(Level 1)		(Level 2)		(Level 3)
March 31, 2017
Assets
Cash and due from banks	$	11,899	$	11,899	$	-	$	11,899	$	-
Federal funds sold		3,222		3,222		-		3,222		-
Interest bearing deposits with other banks		464,061		464,061		-		464,061		-
Investment securities		499,807		499,807		-		498,089		1,718
Federal Reserve and Federal Home Loan Bank stock		25,573		25,573		-		25,573		-
Loans held for sale		29,567		29,567		-		29,567		-
Loans		5,824,946		5,831,920		-		-		5,831,920
Bank owned life insurance		60,496		60,496		-		60,496		-
Annuity investment		11,800		11,800		-		11,800		-
Mortgage banking derivatives		93		93		-		-		93
Interst rate swap derivatives		486		486.00		-		486		-

Liabilities
Noninterest bearing deposits		1,831,837		1,831,837		-		1,831,837		-
Interest bearing deposits		3,166,977		3,166,977		-		3,166,977		-
Certificates of deposit		790,675		787,461		-		787,461		-
Customer repurchase agreements		82,160		82,160		-		82,160		-
Borrowings		291,612		279,756		-		279,756		-
Mortgage banking derivatives		71		71		-		-		71
Interest rate swap derivatives		23		23		-		23		-

December 31, 2016
Assets
Cash and due from banks	$	10,285	$	10,285	$	-	$	10,285	$	-
Federal funds sold		2,397		2,397		-		2,397		-
Interest bearing deposits with other banks		355,481		355,481		-		355,481		-
Investment securities		538,108		538,108		-		536,390		1,718
Federal Reserve and Federal Home Loan Bank stock		21,600		21,600		-		21,600		-
Loans held for sale		51,629		51,629		-		51,629		-
Loans		5,677,893		5,683,158		-		-		5,683,158
Bank owned life insurance		60,130		60,130		-		60,130		-
Annuity investment		11,929		11,929		-		11,929		-
Mortgage banking derivatives		114		114		-		-		114

Liabilities
Noninterest bearing deposits		1,775,684		1,775,684		-		1,775,684		-
Interest bearing deposits		3,191,682		3,191,682		-		3,191,682		-
Certificates of deposit		748,748		745,985		-		745,985		-
Customer repurchase agreements		68,876		68,876		-		68,876		-
Borrowings		216,514		203,657		-		203,657		-
Mortgage banking derivatives		55		55		-		-		55
Interest rate swap derivatives		692		692		-		692		-