NOTE 10 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair value is based on discounted cash flows or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. The accounting standard for disclosures about the fair value of financial instruments excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The Company has elected to record mortgage loans held-for-sale at fair value in order to eliminate the complexities and inherent difficulties of achieving hedge accounting and to better align reported results with the underlying economic changes in value of the loans and related hedge instruments. This election impacts the timing and recognition of origination fees and costs, as well as servicing value, which are now recognized in earnings at the time of origination. Interest income on mortgage loans held-for-sale is recorded on an accrual basis in the consolidated statement of earnings and comprehensive income under the heading “Interest income – interest and fees on loans”. The servicing value is included in the fair value of the Interest Rate Lock Commitments (“IRLCs”) with borrowers. The mark to market adjustments related to loans held-for-sale and the associated economic hedges are captured in mortgage banking activities.

The fair value hierarchy describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - 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 for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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

Cash and Due From Banks, Federal Funds Sold and Interest-Bearing Accounts: The carrying amount of cash and due from banks, federal funds sold and interest-bearing accounts approximates fair value.

Investment Securities Available for Sale: The fair value of securities available for sale is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 2 securities include mortgage-backed securities issued by government sponsored enterprises and municipal bonds. The Level 2 fair value pricing is provided by an independent third-party and is based upon similar securities in an active market. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include certain residual municipal securities and other less liquid securities.

Other Investments: Federal Home Loan Bank (“FHLB”) stock is included in other investments at its original cost basis. It is not practical to determine the fair value of FHLB stock due to restrictions placed on its transferability.

Mortgage Loans Held for Sale: The Company records mortgage loans held for sale at fair value. The fair value of mortgage loans held for sale is determined on outstanding commitments from third party investors in the secondary markets and is classified within Level 2 of the valuation hierarchy.

Loans: The carrying amount of variable-rate loans that reprice frequently and have no significant change in credit risk approximates fair value. The fair value of fixed-rate loans is estimated based on discounted contractual cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The fair value of impaired loans is estimated based on discounted expected future cash flows or underlying collateral values, where applicable. A loan is determined to be impaired if the Company believes it is probable that all principal and interest amounts due according to the terms of the loan will not be collected as scheduled. The fair value of impaired loans is determined in accordance with accounting standards and generally results in a specific reserve established through a charge to the provision for loan losses. Losses on impaired loans are charged to the allowance when management believes the uncollectability of a loan is confirmed. Management has determined that the majority of impaired loans are Level 3 assets due to the extensive use of market appraisals.

Other Real Estate Owned: The fair value of other real estate owned (“OREO”) is determined using certified appraisals that value the property at its highest and best uses by applying traditional valuation methods common to the industry. The Company does not hold any OREO for profit purposes and all other real estate is actively marketed for sale. In most cases, management has determined that additional write-downs are required beyond what is calculable from the appraisal to carry the property at levels that would attract buyers. Because this additional write-down is not based on observable inputs, management has determined that other real estate owned should be classified as Level 3.

Covered Assets: Covered assets include loans and other real estate owned on which the majority of losses would be covered by loss-sharing agreements with the Federal Deposit Insurance Corporation (the “FDIC”). Management initially valued these assets at fair value using mostly unobservable inputs and, as such, has classified these assets as Level 3.

FDIC Loss-Share Receivable: The fair value of the FDIC loss-share receivable is based on the net present value of projected future cash flows expected to be received from the FDIC under the provision of the loss-share agreements using a discount rate that is based on current market rates.

Deposits: The carrying amount of demand deposits, savings deposits and variable-rate certificates of deposit approximates fair value. The fair value of fixed-rate certificates of deposit is estimated based on discounted contractual cash flows using interest rates currently offered for certificates with similar maturities.

Securities Sold under Agreements to Repurchase and Other Borrowings: The carrying amount of variable rate borrowings and securities sold under repurchase agreements approximates fair value. The fair value of fixed rate other borrowings is estimated based on discounted contractual cash flows using the current incremental borrowing rates for similar borrowing arrangements.

Subordinated Deferrable Interest Debentures: The fair value of the Company’s variable rate trust preferred securities is based primarily upon discounted cash flows using rates for securities with similar terms and remaining maturities.

Off-Balance-Sheet Instruments: Because commitments to extend credit and standby letters of credit are typically made using variable rates and have short maturities, the carrying value and fair value are immaterial for disclosure.

Derivatives: The Company has entered into derivative financial instruments to manage interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair value of the derivatives is determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates (forward curves derived from observable market interest rate curves).

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting any applicable credit enhancements such as collateral postings, thresholds, mutual puts and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself or the counterparty. However, as of June 30, 2014, December 31, 2013 and June 30, 2013, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy.

The carrying amount and estimated fair value of the Company’s financial instruments, not shown elsewhere in these financial statements, were as follows:


			Fair Value Measurements at June 30, 2014 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in Thousands)
Financial assets:
Cash and due from banks	$	80,986	$	80,986	$	—	$	—	$	80,986
Federal funds sold and interest-bearing accounts	$	44,800	$	44,800	$	—	$	—	$	44,800
Loans, net	$	2,745,897	$	—	$	2,754,953	$	—	$	2,754,953
FDIC loss-share receivable	$	49,180	$	—	$	—	$	46,242	$	46,242

Financial liabilities:
Deposits		3,389,035		—		3,389,880		—		3,389,880
Securities sold under agreements to repurchase		51,109		51,109		—		—		51,109
Other borrowings		100,293		—		100,293		—		100,293
Subordinated deferrable interest debentures		64,842		—		45,864		—		45,864


			Fair Value Measurements at December 31, 2013 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in Thousands)
Financial assets:
Cash and due from banks	$	62,955	$	62,955	$	—	$	—	$	62,995
Federal funds sold and interest-bearing accounts	$	204,984	$	204,984	$	—	$	—	$	204,984
Loans, net	$	2,392,521	$	—	$	2,404,909	$	—	$	2,404,909
FDIC loss-share receivable	$	65,441	$	—	$	—	$	61,317	$	61,317

Financial liabilities:
Deposits		2,999,231		—		3,000,061		—		3,000,061
Securities sold under agreements to repurchase		83,516		83,516		—		—		83,516
Other borrowings		194,572		—		194,572		—		194,572
Subordinated deferrable interest debentures		55,466		—		36,277		—		36,277


			Fair Value Measurements at June 30, 2013 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in Thousands)
Financial assets:
Cash and due from banks	$	50,343	$	50,343	$	—	$	—	$	50,343
Federal funds sold and interest-bearing accounts	$	43,904	$	43,904	$	—	$	—	$	43,904
Loans, net	$	1,930,373	$	—	$	1,956,198	$	—	$	1,956,198
FDIC loss-share receivable	$	105,513	$	—	$	—	$	99,558	$	99,558

Financial liabilities:
Deposits		2,443,103		—		2,444,263		—		2,444,263
Securities sold under agreements to repurchase		19,142		19,412		—		—		19,412
Subordinated Deferrable Interest Debentures		42,269		—		23,231		—		23,231

The following table presents the fair value measurements of assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of June 30, 2014, December 31, 2013 and June 30, 2013 (dollars in thousands):


	Fair Value Measurements on a Recurring Basis As of June 30, 2014
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
U.S. government agencies	$	14,445	$	—	$	14,445	$	—
State, county and municipal securities		145,780		—		145,780		—
Corporate debt securities		10,958		—		8,958		2,000
Mortgage-backed securities		364,447		—		364,447		—
Mortgage loans held for sale		81,491		—		81,491		—
IRLCs and forward contracts		2,625		—		2,625		—

Total recurring assets at fair value	$	619,746	$	—	$	617,746	$	2,000

Derivative financial instruments	$	1,142	$	—	$	1,142	$	—

Total recurring liabilities at fair value	$	1,142	$	—	$	1,142	$	—


	Fair Value Measurements on a Recurring Basis As of December 31, 2013
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
U.S. government agencies	$	13,926	$	—	$	13,926	$	—
State, county and municipal securities		112,754		—		112,754		—
Collateralized debt obligations		1,480		1,480		—		—
Corporate debt securities		10,325		—		8,325		2,000
Mortgage-backed securities		347,750		182,461		165,289		—
Mortgage loans held for sale		67,278		—		67,278		—
IRLCs and forward contracts		1,180		—		1,180		—

Total recurring assets at fair value	$	554,693	$	183,941	$	368,752	$	2,000

Derivative financial instruments	$	370	$	—	$	370	$	—

Total recurring liabilities at fair value	$	370	$	—	$	370	$	—


	Fair Value Measurements on a Recurring Basis As of June 30, 2013
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
U.S. government agencies	$	14,335	$	—	$	14,335	$	—
State, county and municipal securities		112,759		2,447		110,312		—
Corporate debt securities		10,090		—		8,090		2,000
Mortgage-backed securities		178,984		—		178,984		—
Mortgage loans held for sale		62,580		—		62,580		—
IRLCs and forward contracts		1,600		—		1,600		—

Total recurring assets at fair value	$	380,348	$	2,447	$	375,901	$	2,000

Derivative financial instruments	$	916	$	—	$	916	$	—

Total recurring liabilities at fair value	$	916	$	—	$	916	$	—

The following table is a presentation of the valuation methodologies used for instruments measured at fair value on a nonrecurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy as of June 30, 2014, December 31, 2013 and June 30, 2013 (dollars in thousands):


	Fair Value Measurements on a Nonrecurring Basis As of June 30, 2014
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans carried at fair value	$	35,829	$	—	$	—	$	35,829
Other real estate owned		35,373		—		—		35,373
Purchased, non-covered other real estate owned		16,598		—		—		16,598
Covered other real estate owned		38,426		—		—		38,426

Total nonrecurring assets at fair value	$	126,226	$	—	$	—	$	126,226


	Fair Value Measurements on a Nonrecurring Basis As of December 31, 2013
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans carried at fair value	$	42,546	$	—	$	—	$	42,546
Other real estate owned		33,351		—		—		33,351
Purchased, non-covered other real estate owned		4,276		—		—		4,276
Covered other real estate owned		45,893		—		—		45,893

Total nonrecurring assets at fair value	$	126,066	$	—	$	—	$	126,066


	Fair Value Measurements on a Nonrecurring Basis As of June 30, 2013
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans carried at fair value	$	44,754	$	—	$	—	$	44,754
Other real estate owned		39,885		—		—		39,885
Covered other real estate owned		62,178		—		—		62,178

Total nonrecurring assets at fair value	$	146,817	$	—	$	—	$	146,817

The inputs used to determine estimated fair value of impaired loans include market conditions, loan terms, underlying collateral characteristics and discount rates. The inputs used to determine fair value of other real estate owned, purchased non-covered other real estate owned and covered other real estate owned include market conditions, estimated marketing period or holding period, underlying collateral characteristics and discount rates.

For the six months ended June 30, 2014 and 2013, there was not a change in the methods and significant assumptions used to estimate fair value.

The following table shows significant unobservable inputs used in the fair value measurement of Level 3 assets and liabilities.


Measurements	Fair Value at June 30, 2014		Valuation Technique	Unobservable Inputs	Range
(Dollars in Thousands)
Nonrecurring:
Impaired loans	$	35,289	Third party appraisals and discounted cash flows	Collateral discounts and discount rates	4.00% - 75.00%
Other real estate owned	$	35,373	Third party appraisals	Collateral discounts and estimated costs to sell	10.00% - 74.00%
Purchased non-covered other real estate owned	$	16,598	Third party appraisals	Collateral discounts and estimated costs to sell	21.00% - 70.00%
Covered real estate owned	$	38,426	Third party appraisals	Collateral discounts and estimated costs to sell	10.00% - 90.00%
Recurring:
Investment securities available for sale	$	2,000	Discounted par values	Credit quality of underlying issuer	0.00%