FAIR VALUES OF FINANCIAL INSTRUMENTS

In accordance with FASB ASC Topic 820, Fair Value Measurement and Disclosure (“ASC 820”), disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, is required. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows, and the fair value estimates may not be realized in an immediate settlement of the instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy

In accordance with ASC 820, the Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1 – Valuation is based upon quoted prices for identical assets or liabilities traded in active markets.

Level 2 – Valuation is based upon observable inputs other than quoted prices included in level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Valuation is based upon unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

Cash and Due from Banks – For these short-term instruments, fair value is the carrying value. Cash and due from banks is classified in level 1 of the fair value hierarchy.

Federal Funds Sold – The fair value is the carrying value. The Company classifies these assets in level 1 of the fair value hierarchy.

Investment Securities and Equity Securities – Where quoted prices are available in an active market, the Company classifies the securities within level 1 of the valuation hierarchy. Securities are defined as both long and short positions. Level 1 securities include exchange-traded equity securities.

If quoted market prices are not available, the Company estimates fair values using pricing models and discounted cash flows that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, and credit spreads. Examples of such instruments, which would generally be classified within level 2 of the valuation hierarchy if observable inputs are available, include obligations of U.S. government agencies and corporations, obligations of state and political subdivisions, corporate bonds, residential mortgage-backed securities, commercial mortgage-backed securities, and other equity securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, the Company classifies those securities in level 3.

Loans – Effective January 1, 2018, with the adoption of ASU 2016-01, the fair value of portfolio loans, net is determined using an exit price methodology. The exit price methodology continues to be based on a discounted cash flow analysis, in which projected cash flows are based on contractual cash flows adjusted for prepayments for certain loan types (e.g. residential mortgage loans and multifamily loans) and the use of a discount rate based on expected relative risk of the cash flows. The discount rate selected considers loan type, maturity date, a liquidity premium, cost to service, and cost of capital, which is a level 3 fair value estimate.

As of December 31, 2017, loans were valued as follows: For variable-rate loans that re-price frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans (for example, 1-4 family residential), credit card loans, and other consumer loans are based on quoted market prices of similar instruments sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. Fair values for other loans (for example, commercial real estate and investment property mortgage loans, commercial and industrial loans) are estimated using discounted cash flow analyses, using market interest rates for comparable loans. Fair values for nonperforming loans, which are loans for which the accrual of interest has stopped or loans that are contractually 90 days past due on which interest continues to accrue, are estimated using discounted cash flow analyses or underlying collateral values, where applicable. The Company classifies loans in level 3 of the fair value hierarchy.

Deposit Liabilities – The fair values disclosed for noninterest-bearing demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). These noninterest-bearing deposits are classified in level 2 of the fair value hierarchy. All interest-bearing deposits are classified in level 3 of the fair value hierarchy. The carrying amounts of variable-rate (for example interest-bearing checking, savings, and money market accounts), fixed-term money market accounts, and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates on comparable instruments to a schedule of aggregated expected monthly maturities on time deposits.

Short-Term Borrowings – The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings approximate their fair values. The Company classifies these borrowings in level 2 of the fair value hierarchy.

Long-Term Borrowings, including Junior Subordinated Debt Securities – The fair values of long-term borrowings are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. The fair value of the Company’s long-term debt is therefore classified in level 3 in the fair value hierarchy.

Subordinated Debt Securities – The fair value of subordinated debt is estimated based on current market rates on similar debt in the market. The Company classifies this debt in level 2 of the fair value hierarchy.

Derivative Financial Instruments – The fair value for interest rate swap agreements is based upon the amounts required to settle the contracts. These derivative instruments are classified in level 2 of the fair value hierarchy.

Fair Value of Assets and Liabilities Measured on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized in the table below as of the dates indicated (dollars in thousands).



	Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2018
Assets:
Obligations of U.S. government agencies and corporations	$	9,089	$	—	$	9,089	$	—
Obligations of state and political subdivisions	34,411		—		15,243		19,168
Corporate bonds	19,000		—		17,659		1,341
Residential mortgage-backed securities	123,766		—		123,766		—
Commercial mortgage-backed securities	55,321		—		55,321		—
Equity securities	1,124		1,124		—		—
Derivative financial instruments	943		—		943		—
Total assets	$	243,654	$	1,124	$	222,021	$	20,509

December 31, 2017
Assets:
Obligations of U.S. government agencies and corporations	$	8,168	$	—	$	8,168	$	—
Obligations of state and political subdivisions	35,237		—		15,694		19,543
Corporate bonds	16,210		—		14,885		1,325
Residential mortgage-backed securities	109,478		—		109,478		—
Commercial mortgage-backed securities	47,629		—		47,629		—
Equity securities	842		842		—		—
Derivative financial instruments	516		—		516		—
Total assets	$	218,080	$	842	$	196,370	$	20,868

The Company reviews fair value hierarchy classifications on a quarterly basis. Changes in the Company’s ability to observe inputs to the valuation may cause reclassification of certain assets or liabilities within the fair value hierarchy. The tables below provide a reconciliation for assets measured at fair value on a recurring basis using significant unobservable inputs, or level 3 inputs, for the six months ended June 30, 2018 and June 30, 2017 (dollars in thousands).



	Obligations of State and Political Subdivisions			Corporate Bonds		Total
Balance at December 31, 2017	$	19,543		$	1,325	$	20,868
Realized gains (losses) included in net income	—			—		—
Unrealized gains (losses) included in other comprehensive income	(375		)	16		(359		)
Purchases	—			—		—
Sales	—			—		—
Transfers into level 3	—			—		—
Transfers out of level 3	—			—		—
Balance at June 30, 2018	$	19,168		$	1,341	$	20,509



	Obligations of State and Political Subdivisions		Corporate Bonds			Total
Balance at December 31, 2016	$	17,656	$	624		$	18,280
Realized gains (losses) included in net income	—		—			—
Unrealized gains (losses) included in other comprehensive income	1,257		(4		)	1,253
Purchases	—		700			700
Sales	—		—			—
Transfers into level 3	—		—			—
Transfers out of level 3	—		—			—
Balance at June 30, 2017	$	18,913	$	1,320		$	20,233

There were no liabilities measured at fair value on a recurring basis using level 3 inputs at June 30, 2018 and December 31, 2017. For the three and six months ended June 30, 2018 and 2017, there were no gains or losses included in earnings related to the change in fair value of the assets measured on a recurring basis using significant unobservable inputs held at the end of the period.

Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Quantitative information about assets measured at fair value on a nonrecurring basis based on significant unobservable inputs (level 3) is summarized below as of the dates indicated; there were no liabilities measured on a nonrecurring basis at June 30, 2018 or December 31, 2017 (dollars in thousands).



	Estimated Fair Value		Valuation Technique	Unobservable Inputs	Range of Discounts	Weighted Average Discount
June 30, 2018
Impaired loans	$	151	Discounted cash flows, Underlying collateral value	Collateral discounts and estimated costs to sell	0% - 100%	23%
December 31, 2017
Impaired loans	$	380	Discounted cash flows, Underlying collateral value	Collateral discounts and estimated costs to sell	0% - 100%	32%
Other real estate owned	3,612		Underlying collateral value, Third party appraisals	Collateral discounts and discount rates	5%	5%

The estimated fair values of the Company’s financial instruments are summarized in the table below as of the dates indicated (dollars in thousands).



	June 30, 2018
	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	34,821	$	34,821	$	34,821	$	—	$	—
Federal funds sold	10		10		10		—		—
Investment securities	258,886		258,651		—		226,543		32,108
Equity securities	13,095		13,095		1,124		11,971		—
Loans, net of allowance	1,291,860		1,284,048		—		—		1,284,048
Derivative financial instruments	943		943		—		943		—

Financial liabilities:
Deposits, noninterest-bearing	$	222,570	$	222,570	$	—	$	222,570	$	—
Deposits, interest-bearing	1,008,360		963,211		—		—		963,211
FHLB short-term advances and repurchase agreements	230,752		230,752		—		230,752		—
FHLB long-term advances	23,075		22,640		—		—		22,640
Junior subordinated debt	5,819		6,985		—		—		6,985
Subordinated debt	18,600		18,746		—		18,746		—



	December 31, 2017
	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	30,421	$	30,421	$	30,421	$	—	$	—
Investment securities	235,561		235,511		842		201,946		32,723
Equity securities	9,798		9,799		—		9,799		—
Loans, net of allowance	1,250,888		1,249,844		—		—		1,249,844
Derivative financial instruments	516		516		—		516		—

Financial liabilities:
Deposits, noninterest-bearing	$	216,599	$	216,599	$	—	$	216,599	$	—
Deposits, interest-bearing	1,008,638		977,127		—		—		977,127
FHLB short-term advances and repurchase agreements	148,535		148,535		—		148,535		—
FHLB long-term advances	40,058		39,927		—		—		39,927
Junior subordinated debt	5,792		5,576		—		—		5,576
Subordinated debt	18,600		18,857		—		18,857		—