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Fair Value Measurements and Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2017

Fair Value Measurements and Fair Value of Financial Instruments

Note 7. - Fair Value Measurements and Fair Value of Financial Instruments

Fair value is 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.

FASB ASC 820-10-05 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurements and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

FASB ASC 820-10-65 provides additional guidance for estimating fair value in accordance with FASB ASC 820-10-05 when the volume and level of activity for the asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly.

FASB ASC 820-10-05 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820-10-05 are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (for example, supported with little or no market activity).

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016:

Securities Available-for-Sale

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 inputs include securities that have quoted prices in active markets for identical assets. 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. Examples of instruments which would generally be classified within Level 2 of the valuation hierarchy include municipal bonds and certain agency collateralized mortgage obligations. In certain cases where there is limited activity in the market for a particular instrument, assumptions must be made to determine the fair value of the instruments and these are classified as Level 3. When measuring fair value, the valuation techniques available under the market approach, income approach and/or cost approach are used. The Company’s evaluations are based on market data and the Company employs combinations of these approaches for its valuation methods depending on the asset class.

Derivatives

The fair value of derivatives is based on valuation models using observable market data as of the measurement date (level 2). Our derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rate, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.

For financial assets and liabilities measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2017 and December 31, 2016 are as follows:

			September 30, 2017
			Fair Value Measurements at Reporting Date Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
			(Level 1)		(Level 2)		(Level 3)
			(dollars in thousands)
Recurring fair value measurements:
Assets
Securities:
Federal agency obligations	$	55,938	$	-	$	55,938	$	-
Residential mortgage pass-through securities		133,164		-		133,164		-
Commercial mortgage pass-through securities		4,130		-		4,130		-
Obligations of U.S. states and political subdivisions		144,976		-		127,111		17,865
Trust preferred securities		4,627		-		4,627		-
Corporate bonds and notes		30,088		-		30,088		-
Asset-backed securities		12,633		-		12,633		-
Certificates of deposit		627		-		627		-
Equity securities		630		630		-		-
Other securities		13,703		13,703		-		-
Total available-for-sale		400,516		14,333		368,318		17,685
Derivatives		164		-		164		-
Total Assets	$	400,680	$	14,333	$	368,482	$	17,685

			December 31, 2016
			Fair Value Measurements at Reporting Date Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
			(Level 1)		(Level 2)		(Level 3)
			(dollars in thousands)
Recurring fair value measurements:
Assets
Securities:
Federal agency obligations	$	52,837	$	-	$	52,837	$	-
Residential mortgage pass-through securities		72,497		-		72,497		-
Commercial mortgage pass-through securities		4,209		-		4,209		-
Obligations of U.S. states and political subdivisions		150,605		-		132,387		18,218
Trust preferred securities		5,666		-		5,666		-
Corporate bonds and notes		36,928		-		36,928		-
Asset-backed securities		14,583		-		14,583		-
Certificates of deposit		983		-		983		-
Equity securities		568		568		-		-
Other securities		14,414		14,414		-		-
Total available-for-sale		353,290		14,982		320,090		18,218
Derivatives		88		-		88		-
Total assets	$	353,378	$	14,982	$	320,178	$	18,218

There were no transfers between Level 1 and Level 2 during the quarter ended September 30, 2017 and during the year ended December 31, 2016.

Assets Measured at Fair Value on a Non-Recurring Basis

The Company may be required periodically to measure certain assets at fair value on a non-recurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower of cost or fair value accounting or impairment write-downs of individual assets. The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a non-recurring basis at September 30, 2017 and December 31, 2016:

Loans Held-for-Sale

Residential mortgage loans, originated and intended for sale in the secondary market, are carried at the lower of aggregate cost or estimated fair value as determined by outstanding commitments from investors. For these loans originated and intended for sale, gains and losses on loan sales (sale proceeds minus carrying value) are recorded in other income and direct loan origination costs and fees are deferred at origination of the loan and are recognized in other income upon sale of the loan. Management obtains quotes or bids on all or part of these loans directly from the purchasing financial institutions (Level 2).

Other loans held-for-sale are carried at the lower of aggregate cost or estimated fair value. A portion of these loans, taxi medallion loans, have no material observable trading in any market. The approach to determining fair value involved several steps, including a detailed collateral analysis of the underlying medallions, performance projections for individual loans, discounted cash flow modeling and consideration of indicative bids, which at September 30, 2017 did not necessarily contemplate whole loan sales (Level 3).

Impaired Loans

The Company may record adjustments to the carrying value of loans based on fair value measurements, generally as partial charge-offs of the uncollectible portions of these loans. These adjustments also include certain impairment amounts for collateral dependent loans calculated in accordance with GAAP. Impairment amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated impairment amount applicable to that loan does not necessarily represent the fair value of the loan. Real estate collateral is valued using independent appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable by market participants. However, due to the substantial judgment applied and limited volume of activity as compared to other assets, fair value is based on Level 3 inputs. Estimates of fair value used for collateral supporting commercial loans generally are based on assumptions not observable in the market place and are also based on Level 3 inputs.

For assets measured at fair value on a non-recurring basis, the fair value measurements at September 30, 2017 and December 31, 2016 are as follows:

Fair Value Measurements at Reporting Date Using

Quoted

Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

September

Assets

Inputs

Assets measured at fair value on a nonrecurring basis:

30, 2017

(Level 1)

(Level 2)

(Level 3)

(dollars in thousands)

Impaired loans:

Commercial real estate

1,198

Loans held-for-sale:

Commercial

47,430

Fair Value Measurements at Reporting Date Using

Quoted

Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

December 31,

Assets

Inputs

Assets measured at fair value on a nonrecurring basis:

2016

(Level 1)

(Level 2)

(Level 3)

(dollars in thousands)

Impaired loans:

Commercial real estate

1,099

Loans held-for-sale:

Commercial

70,105

4,509

65,596

Commercial real estate

7,712

Impaired loans – Collateral dependent impaired loans at September 30, 2017 that required a valuation allowance were $1.3 million with a related valuation allowance of $0.1 million compared to $1.2 million with a related valuation allowance of $0.1 million at December 31, 2016.

Loans held-for-sale – Loans held-for-sale at September 30, 2017 that required a valuation allowance were $62.7 million with a related valuation allowance of $15.3 million compared to $65.6 million with no valuation allowance at December 31, 2016.

Assets Measured With Significant Unobservable Level 3 Inputs

Recurring basis

The tables below present a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2017 and year ended December 31, 2016:

	Municipal
	Securities
	(dollars in thousands)
Beginning balance, January 1, 2017	$	18,218
Principal paydowns		(353	)
Ending balance, September 30, 2017	$	17,865

	Municipal
	Securities
	(dollars in thousands)
Beginning balance, January 1, 2016	$	-
Other⁽¹⁾		18,335
Principal paydowns		(117	)
Ending balance, December 31, 2016	$	18,218

⁽¹⁾	Includes transfers from held-to-maturity to available-for-sale designation

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016. The table below provides quantitative information about significant unobservable inputs used in fair value measurements within Level 3 hierarchy.

September 30, 2017
			Valuation	Unobservable
	Fair Value		Techniques	Input	Range
			(dollars in thousands)
Securities available-for-sale:
Municipal securities	$	17,865	Discounted cash flows	Discount rate	2.8%

December 31, 2016
			Valuation	Unobservable
	Fair Value		Techniques	Input	Range
			(dollars in thousands)
Securities available-for-sale:
Municipal securities	$	18,218	Discounted cash flows	Discount rate	2.8%

Non-recurring basis

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a non-recurring basis for the periods presented. The tables below provide quantitative information about significant unobservable inputs used in fair value measurements within Level 3 hierarchy.

September 30, 2017
			Valuation
			Techniques	Unobservable
Type	Fair Value		(weightings)	Input	Range (weighted average)
(dollars in thousands)
Impaired loans:
Commercial real estate	$	1,918	Appraisals of collateral value	Comparable sales	0% - 15% (6%)

Loans held-for-sale:
Commercial taxi medallion loans	$	47,430	Market approach (70%)	Indications expressed as a price to unpaid principal balance	37 - 100 (46)

			Discounted cash flows (30%)	Discount rate	14%

December 31, 2016
			Valuation
			Techniques	Unobservable
Type	Fair Value		(weightings)	Input	Range (weighted average)
(dollars in thousands)
Impaired loans:
Commercial real estate	$	1,099	Appraisals of collateral value	Comparable sales	0% - 15% (6%)

Loans held-for-sale:
Commercial taxi medallion loans	$	65,596	Market approach (70%)	Indications under securitized transactions expressed as a price to unpaid principal balance	40 - 100 (59)

			Discounted cash flows (30%)	Discount Rate	14%

Fair Value of Financial Instruments

FASB ASC 825-10 requires all entities to disclose the estimated fair value of their financial instrument assets and liabilities. For the Company, as for most financial institutions, the majority of its assets and liabilities are considered financial instruments as defined in FASB ASC 825-10. Many of the Company’s financial instruments, however, lack an available trading market as characterized by a willing buyer and willing seller engaging in an exchange transaction. It is also the Company’s general practice and intent to hold its financial instruments to maturity and not to engage in trading or sales activities except for loans held-for-sale and securities available-for-sale. Therefore, significant estimations and assumptions, as well as present value calculations, were used by the Company for the purposes of this disclosure.

Cash and Cash Equivalents. The carrying amounts of cash and short-term instruments approximate fair values.

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

Loans. The fair value of the Company’s loans was estimated by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans were segregated by types such as commercial, residential and consumer loans. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price and therefore, while permissible for presentation purposes under ASC 825-10, do not conform to ASC 820-10.

Deposits. The carrying amounts of deposits with no stated maturities (i.e., noninterest-bearing, savings, NOW, and money market deposits) are assigned fair values equal to the carrying amounts payable on demand. The fair value of time deposits is based on the discounted value of contractual cash flows using estimated rates currently offered for alternative funding sources of similar remaining maturity.

Term Borrowings and Subordinated Debentures. The fair value of the Company’s long-term borrowings and subordinated debentures was calculated using a discounted cash flow approach and applying discount rates currently offered based on weighted remaining maturities.

Accrued Interest Receivable/Payable. The carrying amounts of accrued interest approximate fair value resulting in a level 2 or level 3 classification based on the level of the asset or liability with which the accrual is associated.

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of September 30, 2017 and December 31, 2016:

					Fair Value Measurements
					Quoted
					Prices in
					Active		Significant
					Markets for		Other		Significant
					Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
	Amount		Value		(Level 1)		(Level 2)		(Level 3)
	(dollars in thousands)
September 30, 2017
Financial assets:
Cash and due from banks	$	141,262	$	141,262	$	141,262	$	-	$	-
Securities available-for-sale		400,516		400,516		14,333		368,318		17,865
Restricted investment in bank stocks		29,672		n/a		n/a		n/a		n/a
Loans held-for-sale		89,386		89,386		-		41,956		47,430
Net loans		3,859,419		3,862,104		-		-		3,862,104
Derivatives		164		164		-		164		-
Accrued interest receivable		14,841		14,841		-		2,011		12,830

Financial liabilities:
Noninterest-bearing deposits		719,582		719,582		719,582		-		-
Interest-bearing deposits		2,904,187		2,904,285		1,825,846		1,078,439		-
Borrowings		585,124		586,474		-		586,474		-
Subordinated debentures		54,657		56,519		-		56,519		-
Accrued interest payable		4,304		4,304		-		4,304		-

December 31, 2016
Financial assets:
Cash and due from banks	$	200,399	$	200,399	$	200,399	$	-	$	-
Securities available-for-sale		353,290		353,290		14,982		320,090		18,218
Restricted investment in bank stocks		24,310		n/a		n/a		n/a		n/a
Loans held-for-sale		78,005		78,005		-		12,409		65,596
Net loans		3,450,088		3,462,138		-		-		3,462,138
Derivatives		88		88		-		88		-
Accrued interest receivable		12,965		12,965		-		2,026		10,939

Financial liabilities:
Noninterest-bearing deposits		694,977		694,977		694,977		-		-
Interest-bearing deposits		2,649,294		2,649,717		1,681,044		968,673		-
Borrowings		476,280		478,286		-		478,286		-
Subordinated debentures		54,534		55,901		-		55,901		-
Accrued interest payable		4,142		4,142		-		4,142		-

The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The fair value of commitments to originate loans is immaterial and not included in the tables above.

Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values.

The Company’s remaining assets and liabilities, which are not considered financial instruments, have not been valued differently than has been customary with historical cost accounting. No disclosure of the relationship value of the Company’s core deposit base is required by FASB ASC 825-10.

Fair value estimates are based on existing balance sheet financial instruments, without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, there are certain significant assets and liabilities that are not considered financial assets or liabilities, such as deferred taxes, premises and equipment, and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Management believes that reasonable comparability between financial institutions may not be likely, due to the wide range of permitted valuation techniques and numerous estimates which must be made, given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies also introduces a greater degree of subjectivity to these estimated fair values.

- 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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