FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2013

13.	FAIR VALUE MEASUREMENTS

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. A fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate fair value:

Securities: The fair values of securities are obtained from a third party who utilizes quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing (Level 2 inputs), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities.

Impaired Loans: The method used to determine the valuation of impaired loans depends on the anticipated source of repayment. Collateral dependent impaired loans with specific allocations of the allowance for loan losses are measured using the fair value of the collateral which is generally based on recent real estate appraisals or internal evaluations. Management may add discounts to third party appraisals. The appraisals are generally obtained annually and are performed by qualified licensed appraisers approved by the Board of Directors. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. The comparable sales approach evaluates the sales price of similar properties in the same market area. This approach is inherently subjective due to the wide range of comparable sale dates. The income approach considers net operating income generated by the property and the investor’s required return. This approach utilizes various inputs including lease rates and cap rates which are subject to judgment. Such adjustments can be significant and result in a Level 3 classification of the inputs for determining fair value.

Non-real estate collateral may be valued using appraisals, independent valuation tools, net book value per the borrower’s financial statements, or aging reports. To determine the fair value, these values are adjusted or discounted based on several factors, including but not limited to: the Bank’s historical losses within that particular asset category; knowledge of the collateral, including age and condition; and changes in market conditions from the time of the valuation, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Foreclosed Assets: Commercial and residential real estate properties classified as foreclosed assets are measured at fair value, less costs to sell at the time of foreclosure, establishing a new cost basis. Subsequently, foreclosed assets continue to be measured at the lower of cost or fair value. Fair values are generally based on recent real estate appraisals or internal evaluations. Management may add discounts to third party appraisals. The appraisals are generally obtained annually and are performed by qualified licensed appraisers approved by the Board of Directors. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. The comparable sales approach evaluates the sales price of similar properties in the same market area. This approach is inherently subjective due to the wide range of comparable sale dates. The income approach considers net operating income generated by the property and the investor’s required return. This approach utilizes various inputs including lease rates and cap rates which are subject to judgment. Adjustments of the carrying amount utilizing this process result in a Level 3 classification.

Assets measured at fair value on a recurring basis are summarized below as of the periods ended September 30, 2013 and December 31, 2012:

			Fair Value Measurements Using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
September 30, 2013	Total		(Level 1)		(Level 2)		(Level 3)
Available for sale securities:
US Treasury	$	3,052,109	$	3,052,109	$	0	$	0
US Government and federal agency		16,943,002		0		16,943,002		0
Municipals		1,598,152		0		1,598,152		0
Mortgage-backed and collateralized mortgage obligations– residential		11,907,351		0		11,907,351		0
Total	$	33,500,614	$	3,052,109	$	30,448,505	$	0

December 31, 2012
Available for sale securities:
US Treasury	$	4,094,532	$	4,094,532	$	0	$	0
US Government and federal agency		20,259,743		0		20,259,743		0
Municipals		2,333,741		0		2,333,741		0
Mortgage-backed and collateralized mortgage obligations– residential		14,772,380		0		14,772,380		0
Total	$	41,460,396	$	4,094,532	$	37,365,864	$	0

There were no transfers between levels during the first nine months of 2013 or 2012.

Assets measured at fair value on a non-recurring basis are summarized below as of the periods ended September 30, 2013 and December 31, 2012. Impaired loans and foreclosed assets are included if the fair value of such assets was revised during the quarterly period then ended.

			Significant
			Unobservable Inputs
	Total		(Level 3)
September 30, 2013
Impaired loans:
Consumer:
Other	$	52,612	$	52,612
Residential		61,722		61,722
Total	$	114,334	$	114,334
Foreclosed assets:
Commercial Real Estate:
General	$	267,390	$	267,390
Residential		55,794		55,794
Total	$	323,184	$	323,184

December 31, 2012
Impaired loans:
Commercial	$	84,755	$	84,755
Commercial Real Estate:
General		786,282		786,282
Residential		140,269		140,269
Total	$	1,011,306	$	1,011,306
Foreclosed assets:
Commercial Real Estate:
General	$	141,596	$	141,596
Construction		380,142		380,142
Total	$	521,738	$	521,738

The following describes the impairment charges recognized during the period:

At September 30, 2013, impaired loans carried at fair value had a recorded investment of $114,334 with no valuation allowance, resulting in additional provision of $15,818. At December 31, 2012, impaired loans carried at fair value had a recorded investment of $2,394,211 and a valuation allowance of $1,382,905, resulting in additional provision of $13,000.

Foreclosed assets carried at fair value at September 30, 2013 were $323,184 compared to $521,738 at December 31, 2012. During 2013, four properties included in this total were written down by $40,240. During 2012, three properties included in this total were written down by $128,139.

As of September 30, 2013, there were no individually material Level 3 financial assets, by class, measured on a non-recurring basis.

The following table presents information as of December 31, 2012 about significant unobservable inputs related to the Bank’s individually material¹ Level 3 financial assets, by class, measured on a non-recurring basis:

			Valuation	Significant Unobservable	Range			Weighted
	Fair Value		Technique (s)	Inputs	of Inputs			Average
December 31, 2012

Impaired loans:				Adjustments for differences between
Commercial Real Estate:			Sales comparison approach	the comparable sales		0	%		0	%
General	$	698,475	Income approach	Capitalization rate		10.0	%		10.0	%
Total	$	698,475
Foreclosed assets:
Commercial Real Estate:				Adjustments for differences between
Construction	$	269,100	Sales comparison approach	the comparable sales		(45.0) - 0	%		(4.5)	%
Total	$	269,100

For purposes of this disclosure, only material Level 3 assets are disclosed. These assets are included in the total non-recurring Level 3 financial assets reported in the preceding tables.

The carrying amounts and estimated fair values of financial instruments not previously presented above are as follows:

			Fair Value Measurements
			at September 30, 2013 Using
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial assets
Cash and cash equivalents	$	10,140	$	10,140	$	0	$	0	$	10,140
Loans held for sale		0		0		0		0		0
Loans, net (including impaired)		125,677		0		0		125,272		125,272
FHLB stock		451		N/A		N/A		N/A		N/A
Accrued interest receivable		485		15		136		334		485

Financial liabilities
Deposits		163,568		80,770		76,847		0		157,617
Federal funds purchased and repurchase agreements		8,972		0		8,972		0		8,972
Subordinated debentures		4,500		0		0		1,125		1,125
Notes payable		1,280		0		0		1,280		1,280
Accrued interest payable		475		3		31		130		164

			Fair Value Measurements
			at December 31, 2012 Using
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial assets
Cash and cash equivalents	$	20,297	$	20,297	$	0	$	0	$	20,297
Loans held for sale		6,041		0		6,183		0		6,183
Loans, net (including impaired)		122,447		0		0		116,004		116,004
FHLB stock		451		N/A		N/A		N/A		N/A
Accrued interest receivable		592		12		163		417		592

Financial liabilities
Deposits		184,176		88,959		94,185		0		183,144
Federal funds purchased and repurchase agreements		10,190		0		10,190		0		10,190
Subordinated debentures		4,500		0		0		1,125		1,125
Notes payable		5,000		0		0		500		500
Accrued interest payable		1,156		4		64		81		149

The methods and assumptions, not previously presented above, used to estimate fair values are described as follows:

(a) Cash and cash equivalents

The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

(b) FHLB stock

It is not practical to determine the fair value of FHLB stock due to restrictions placed on its transferability.

(c) Loans

Fair values of loans, excluding loans held for sale, are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.

(d) Deposits

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, 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 amount) resulting in a Level 1 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

(e) Federal funds purchased and repurchase agreements

The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings, generally maturing within ninety days, approximate their fair values resulting in a Level 2 classification.

(f) Subordinated debentures and Notes payable

The fair values of the Company’s subordinated debentures and notes payable are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements and consideration of the Company’s liquidity, resulting in a Level 3 classification.

(g) Accrued interest receivable/payable

The carrying amounts of accrued interest approximate fair value resulting in a Level 1, 2 or 3 classification, depending on the associated asset or liability.

(h) Off-balance sheet instruments

Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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