Fair value of financial instruments

9 Months Ended

Sep. 30, 2021

Fair value of financial instruments:FASB ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (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. ASC 820-10 also establishes a framework for measuring the fair value of assets and liabilities according to a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances.

The hierarchy is broken down into the following three levels, based on the reliability of inputs:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at 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 for assets or liabilities that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the assets or liabilities.

The Company records the fair values of financial assets and liabilities on a recurring and non-recurring basis using the following methods and assumptions:


Investment Securities						Investment securities are recorded at fair value on a recurring basis. Fair values for securities are based on quoted market prices, where available. If quoted prices are not available, fair values are based on quoted market prices of similar instruments or are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the pricing relationship or correlation among other benchmark quoted securities. Investment securities valued using quoted market prices of similar instruments or that are valued using matrix pricing are classified as Level 2. When significant inputs to the valuation are unobservable, the available-for-sale securities are classified within Level 3 of the fair value hierarchy. Where no active market exists for a security or other benchmark securities, fair value is estimated by the Company with reference to discount margins for other high-risk securities.

Loans held for sale						Loans held for sale are carried at fair value. Fair value is determined using current secondary market prices for loans with similar characteristics for the mortgage portfolio, that is, using Level 2 inputs. Commercial loans held for sale's fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, credit metrics and collateral value when appropriate. As such, these are considered Level 3.

Derivatives						The fair value of the Company's interest rate swaps are based upon fair values provided from entities that engage in interest rate swap activity and is based upon projected future cash flows and interest rates. Fair value of commitments is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments, the difference between current levels of interest rates and the committed rates is also considered. These financial instruments are classified as Level 2.

OREO						OREO is comprised of commercial and residential real estate obtained in partial or total satisfaction of loan obligations and excess land and facilities held for sale. OREO acquired in settlement of indebtedness is recorded at the lower of the carrying amount of the loan or the fair value of the real estate less costs to sell. Fair value is determined on a nonrecurring basis based on appraisals by qualified licensed appraisers and is adjusted for management’s estimates of costs to sell and holding period discounts. The valuations are classified as Level 3.

Mortgage servicing rights						MSRs are carried at fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. As such, MSRs are considered Level 3.

Collateral dependent loans						Collateral dependent loans are loans for which, based on current information and events, the Company has determined foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral and it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collateral dependent loans are classified as Level 3.

The following table contains the estimated fair values and the related carrying values of the Company's financial instruments. Items which are not financial instruments are not included.


	Fair Value
September 30, 2021	Carrying amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	1,324,564	$	1,324,564	$	—	$	—	$	1,324,564
Investment securities	1,577,337		—		1,577,337		—		1,577,337

Loans, net	7,155,228		—		—		7,255,887		7,255,887
Loans held for sale	855,706		—		755,210		100,496		855,706
Interest receivable	41,393		30		6,448		34,915		41,393
Mortgage servicing rights	110,591		—		—		110,591		110,591
Derivatives	38,786		—		38,786		—		38,786
Financial liabilities:
Deposits:
Without stated maturities	$	8,884,429	$	8,884,429	$	—	$	—	$	8,884,429
With stated maturities	1,187,489		—		1,196,141		—		1,196,141
Securities sold under agreement to repurchase and federal funds sold	41,730		41,730		—		—		41,730

Subordinated debt	129,448		—		—		134,668		134,668
Other borrowings	1,532		—		1,532		—		1,532
Interest payable	2,394		138		1,873		383		2,394
Derivatives	28,306		—		28,306		—		28,306


	Fair Value
December 31, 2020	Carrying amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	1,317,898	$	1,317,898	$	—	$	—	$	1,317,898
Investment securities	1,176,991		—		1,176,991		—		1,176,991

Loans, net	6,912,570		—		—		7,058,693		7,058,693
Loans held for sale	899,173		—		683,770		215,403		899,173
Interest receivable	43,603		33		5,254		38,316		43,603
Mortgage servicing rights	79,997		—		—		79,997		79,997
Derivatives	68,938		—		68,938		—		68,938
Financial liabilities:
Deposits:
Without stated maturities	$	8,020,783	$	8,020,783	$	—	$	—	$	8,020,783
With stated maturities	1,437,254		—		1,446,605		—		1,446,605
Securities sold under agreement to repurchase and federal funds sold	32,199		32,199		—		—		32,199

Subordinated debt	189,527		—		—		192,149		192,149
Other borrowings	16,598		—		16,598		—		16,598
Interest payable	6,772		327		4,210		2,235		6,772
Derivatives	48,242		—		48,242		—		48,242

The balances and levels of the assets measured at fair value on a recurring basis at September 30, 2021 are presented in the following table:


At September 30, 2021	Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Recurring valuations:
Financial assets:
Available-for-sale securities:
U.S. government agency securities	$	—	$	10,571	$	—	$	10,571
Mortgage-backed securities - residential	—		1,210,503		—		1,210,503
Mortgage-backed securities - commercial	—		15,712		—		15,712
Municipal securities	—		327,239		—		327,239
Treasury securities	—		6,006		—		6,006
Corporate securities	—		2,527		—		2,527
Equity securities	—		4,779		—		4,779
Total securities	$	—	$	1,577,337	$	—	$	1,577,337
Loans held for sale	—		755,210		100,496		855,706
Mortgage servicing rights	—		—		110,591		110,591
Derivatives	—		38,786		—		38,786
Financial Liabilities:
Derivatives	—		28,306		—		28,306

The balances and levels of the assets measured at fair value on a non-recurring basis at September 30, 2021 are presented in the following table:


At September 30, 2021	Quoted prices in active markets for identical assets (liabilities (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Non-recurring valuations:
Financial assets:
Other real estate owned	$	—	$	—	$	6,192	$	6,192
Collateral dependent loans:
Commercial and industrial	$	—	$	—	$	101	$	101
Construction	—		—		606		606
Residential real estate:

Residential line of credit	—		—		311		311

Commercial real estate:
Owner occupied	—		—		315		315
Non-owner occupied	—		—		4,527		4,527
Consumer and other	—		—		24		24
Total collateral dependent loans	$	—	$	—	$	5,884	$	5,884

The balances and levels of the assets measured at fair value on a recurring basis at December 31, 2020 are presented in the following table:


At December 31, 2020	Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Recurring valuations:
Financial assets:
Available-for-sale securities:
U.S. government agency securities	$	—	$	2,003	$	—	$	2,003
Mortgage-backed securities - residential	—		773,336		—		773,336
Mortgage-backed securities - commercial	—		21,588		—		21,588
Municipals, tax-exempt	—		356,329		—		356,329
Treasury securities	—		16,628		—		16,628
Corporate securities	—		2,516		—		2,516
Equity securities	—		4,591		—		4,591
Total securities	$	—	$	1,176,991	$	—	$	1,176,991
Loans held for sale	$	—	$	683,770	$	215,403	$	899,173
Mortgage servicing rights	—		—		79,997		79,997
Derivatives	—		68,938		—		68,938
Financial Liabilities:
Derivatives	—		48,242		—		48,242

The balances and levels of the assets measured at fair value on a non-recurring basis at December 31, 2020 are presented in the following table:


At December 31, 2020	Quoted prices in active markets for identical assets (liabilities) (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)		Total
Non-recurring valuations:
Financial assets:
Other real estate owned	$	—	$	—	$	6,662	$	6,662
Collateral dependent loans:
Commercial and industrial	$	—	$	—	$	684	$	684

Residential real estate:

Residential line of credit	—		—		311		311
Commercial real estate:
Owner occupied	—		—		136		136
Non-owner occupied	—		—		5,022		5,022

Total collateral dependent loans	$	—	$	—	$	6,153	$	6,153

The following tables present information as of September 30, 2021 and December 31, 2020 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:

As of September 30, 2021

Financial instrument

Fair Value

Valuation technique

Significant
unobservable inputs

Range of
inputs

Collateral dependent loans

5,884

Valuation of collateral

Discount for comparable sales

0%-30%

Other real estate owned

6,192

Appraised value of property less costs to sell

Discount for costs to sell

0%-15%

As of December 31, 2020

Financial instrument

Fair Value

Valuation technique

Significant
unobservable inputs

Range of
inputs

Collateral dependent loans

6,153

Valuation of collateral

Discount for comparable sales

0%-30%

Other real estate owned

6,662

Appraised value of property less costs to sell

Discount for costs to sell

0%-15%

For collateral dependent loans, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. Fair value of the loan's collateral is determined by third-party appraisals, which are then adjusted for the estimated selling and closing costs related to liquidation of the collateral. Collateral dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on changes in market conditions from the time of valuation and management's knowledge of the client and client's business. As of September 30, 2021 and December 31, 2020, total amortized cost of collateral dependent loans measured on a non-recurring basis amounted to $6,918 and $7,839, respectively.

Other real estate owned acquired in settlement of indebtedness is recorded at fair value of the real estate less estimated costs to sell. Subsequently, it may be necessary to record nonrecurring fair value adjustments for declines in fair value. Any write-downs based on the asset's fair value at the date of foreclosure are charged to the allowance for credit losses. Appraisals for both collateral dependent loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the lending administrative department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry wide statistics. Collateral dependent loans that are dependent on recovery through sale of equipment, such as farm equipment, automobiles and aircrafts are generally valued based on public source pricing or subscription services while more complex assets are valued through leveraging brokers who have expertise in the collateral involved.

Fair value option

The following table summarizes the Company's loans held for sale, at fair value, as of the dates presented:


	September 30,		December 31,
	2021		2020
Commercial and industrial	$	100,496	$	215,403
Residential real estate:
1-4 family mortgage	755,210		683,770
Total loans held for sale	$	855,706	$	899,173

Mortgage loans held for sale

The Company measures mortgage loans originated for sale at fair value under the fair value option as permitted under ASC 825, "Financial Instruments" ("ASC 825"). Electing to measure these assets at fair value reduces certain timing differences and more accurately matches the changes in fair value of the loans with changes in the fair value of derivative instruments used to economically hedge them.

Net losses of $3,908 and $14,894 resulting from fair value changes of mortgage loans were recorded in income during the three and nine months ended September 30, 2021, respectively, compared to net gains of $20,378 and $6,512 during the three and nine months ended September 30, 2020, respectively. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans. The change in fair value of both loans held for sale and the related derivative instruments are recorded in Mortgage Banking Income in the consolidated statements of income. Election of the fair value option allows the Company to reduce the accounting volatility that would otherwise result from the asymmetry created by accounting for the financial instruments at the lower of cost or fair value and the derivatives at fair value.

Government National Mortgage Association optional repurchase programs allow financial institutions to buy back

individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing and was the original transferor. At the servicer’s option and without GNMA’s prior authorization, the servicer may repurchase such a delinquent loan for an amount equal to 100 percent of the remaining principal balance of the loan. Under FASB ASC Topic 860, “Transfers and Servicing,” this buy-back option is considered a conditional option

until the delinquency criteria are met, at which time the option becomes unconditional. When the Company is deemed to have regained effective control over these loans under the unconditional buy-back option, the loans can no longer be reported as sold and must be brought back onto the balance sheet, regardless of whether the Company intends to exercise the buy-back option if the buyback option provides the transferor a more-than-trivial benefit. As of September 30, 2021, and December 31, 2020, there were $105,094 and $151,184, respectively, of delinquent GNMA loans previously sold that the Company did not record on its consolidated balance sheets as the Company determined there not to be a more-than-trivial benefit based on an analysis of interest rates and an assessment of potential reputational risk associated with these loans.

The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these mortgage loans held for sale, valuation adjustments attributable to instrument-specific credit risk is nominal.

Commercial loans held for sale

The Company also has a portfolio of shared national credits and institutional healthcare loans that were acquired during 2020 in the acquisition of Franklin. These commercial loans are also being measured under the fair value option. As such, these loans are excluded from the allowance for credit losses. The following table sets forth the changes in fair value associated with this portfolio.


	Three Months Ended September 30, 2021
	Principal Balance		Fair Value Discount		Fair Value
Carrying value at beginning of period	$	135,972	$	(11,850)	$	124,122
Change in fair value:
Pay-downs and pay-offs	(24,366)		—		(24,366)

Changes in valuation included in other noninterest income	—		740		740
Carrying value at end of period	$	111,606	$	(11,110)	$	100,496

	Nine Months Ended September 30, 2021
	Principal Balance		Fair Value Discount		Fair Value
Carrying value at beginning of period	$	239,063	$	(23,660)	$	215,403
Change in fair value:
Pay-downs and pay-offs	(116,158)		—		(116,158)
Write-offs to discount	(11,299)		11,299		—
Changes in valuation included in other noninterest income	—		1,251		1,251
Carrying value at end of period	$	111,606	$	(11,110)	$	100,496

	Three Months Ended September 30, 2020
	Principal balance		Fair Value discount		Fair Value
Carrying value at beginning of period	$	—	$	—	$	—
Commercial loans held for sale acquired from Franklin	350,269		(24,063)		326,206
Change in fair value:
Pay-downs and pay-offs	(86,808)		—		(86,808)

Changes in valuation included in other noninterest income			1,858		1,858
Carrying value at end of period	$	263,461	$	(22,205)	$	241,256


	Nine Months ended September 30, 2020
	Principal balance		Fair Value discount		Fair Value
Carrying value at beginning of period	$	—	$	—	$	—
Commercial loans held for sale acquired from Franklin	350,269		(24,063)		326,206
Change in fair value:
Pay-downs and pay-offs	(86,808)		—		(86,808)

Changes in valuation included in other noninterest income	—		1,858		1,858
Carrying value at end of period	$	263,461	$	(22,205)	$	241,256

Interest income on loans held for sale measured at fair value is accrued as it is earned based on contractual rates and is reflected in loan interest income in the consolidated statements of income.

The following table summarizes the differences between the fair value and the principal balance for loans held for sale and nonaccrual loans measured at fair value as of September 30, 2021 and December 31, 2020:


September 30, 2021	Aggregate fair value		Aggregate Unpaid Principal Balance		Difference
Mortgage loans held for sale measured at fair value	$	755,210	$	738,221	$	16,989
Commercial loans held for sale measured at fair value	94,871		100,914		(6,043)

Nonaccrual loans	5,625		10,692		(5,067)

December 31, 2020
Mortgage loans held for sale measured at fair value	$	683,770	$	651,887	$	31,883
Commercial loans held for sale measured at fair value	208,914		226,867		(17,953)
Past due loans of 90 days or more	83		163		(80)
Nonaccrual loans	6,406		12,033		(5,627)

- 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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