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.

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, 2018 and December 31, 2017:

Securities Available-for-Sale and Equity Securities: 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, 2018 and December 31, 2017 are as follows:

			September 30, 2018
			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
Investment securities:
Available-for-sale:
Federal agency obligations	$	47,534	$	-	$	47,534	$	-
Residential mortgage pass-through securities		190,551		-		190,551		-
Commercial mortgage pass-through securities		3,843		-		3,843		-
Obligations of U.S. states and political subdivision		130,388		-		120,947		9,441
Corporate bonds and notes		25,962		-		25,962		-
Asset-backed securities		10,363		-		10,363		-
Certificates of deposit		423		-		423		-
Other securities		975		975		-		-
Total available-for-sale	$	410,039	$	975	$	399,623	$	9,441

Equity securities		11,403		11,403		-		-

Derivatives		1,906		-		1,906		-
Total assets	$	423,348	$	12,378	$	401,529	$	9,441

			December 31, 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
Investment securities:
Available-for-sale:
Federal agency obligations	$	56,022	$	-	$	56,022	$	-
Residential mortgage pass-through securities		181,891		-		181,891		-
Commercial mortgage pass-through securities		4,054		-		4,054		-
Obligations of U.S. states and political subdivision		131,128		-		121,496		9,632
Trust preferred securities		4,671		-		4,671		-
Corporate bonds and notes		29,693		-		29,693		-
Asset-backed securities		12,050		-		12,050		-
Certificates of deposit		625		-		625		-
Equity securities		11,728		11,728		-		-
Other securities		3,422		3,422		-		-
Total available-for-sale	$	435,284	$	15,150	$	410,502	$	9,632
Derivatives		798		-		798		-
Total assets	$	436,082	$	15,150	$	411,300	$	9,632

There were no transfers between Level 1 and Level 2 during the quarter ended September 30, 2018 and during the year ended December 31, 2017.

Assets Measured at Fair Value on a Nonrecurring Basis

The Company may be required periodically to measure certain assets at fair value on a nonrecurring 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 nonrecurring basis at September 30, 2018 and December 31, 2017:

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).

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 nonrecurring basis, the fair value measurements at September 30, 2018 and December 31, 2017 are as follows:

Fair Value Measurements at Reporting Date Using

Quoted

Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

September 30,

Assets

Inputs

Assets measured at fair value on a nonrecurring basis:

2018

(Level 1)

(Level 2)

(Level 3)

Impaired loans:

(dollars in thousands)

Commercial real estate

7,820

Residential real estate

231

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:

2017

(Level 1)

(Level 2)

(Level 3)

Impaired loans:

(dollars in thousands)

Commercial real estate

1,094

Impaired loans – Collateral dependent impaired loans at September 30, 2018 that required a valuation allowance were $8.8 million with a related valuation allowance of $0.7 million compared to $1.1 million with a related valuation allowance of $39 thousand at December 31, 2017.

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, 2018 and for the year ended December 31, 2017:

	Municipal
	Securities
	(dollars in thousands)
Beginning balance, January 1, 2018	$	9,632
Principal paydowns		(191	)
Ending balance, September 30, 2018	$	9,441

	Municipal
	Securities
	(dollars in thousands)
Beginning balance, January 1, 2017	$	18,218
Principal paydowns		(8,586	)
Ending balance, December 31, 2017	$	9,632

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, 2018 and December 31, 2017. The table below provides quantitative information about significant unobservable inputs used in fair value measurements within Level 3 hierarchy.

September 30, 2018
			Valuation	Unobservable
	Fair Value		Techniques	Input	Range
Securities available-for-sale:			(dollars in thousands)
Municipal securities	$	9,441	Discounted cash flows	Discount rate	2.9	%

December 31, 2017
			Valuation	Unobservable
	Fair Value		Techniques	Input	Range
Securities available-for-sale:			(dollars in thousands)
Municipal securities	$	9,632	Discounted cash flows	Discount rate	2.9	%

Nonrecurring basis: The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a nonrecurring 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, 2018
			Valuation	Unobservable
	Fair Value		Techniques	Input	Range
Impaired loans:			(dollars in thousands)
Commercial real estate	$	7,820	Sales comparison approach	Adjustment for differences between the comparable sales	0% - 20% [10%]
Residential real estate	$	231	Sales comparison approach	Adjustment for differences between the comparable sales	0% - 7% [2%]

December 31, 2017
			Valuation	Unobservable
	Fair Value		Techniques	Input	Range
Impaired loans:			(dollars in thousands)
Commercial real estate	$	1,094	Sales comparison approach	Adjustment for differences between the comparable sales	0% - 10% [5%]

As of September 30, 2018 the fair value measurements presented are consistent with Topic 820, Fair Value Measurement, in which fair value represents exit price. 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, 2018 and December 31, 2017:

					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, 2018
Financial assets:
Cash and cash equivalents	$	155,848	$	155,848	$	155,848	$	-	$	-
Securities available-for-sale		410,039		410,039		975		399,623		9,441
Equity Securities		11,403		11,403		11,403		-		-
Loans held-for-sale		270		270		-		-		270
Net loans		4,427,738		4,304,357		-		-		4,304,357
Derivatives		1,906		1,906		-		1,906		-

Financial liabilities:
Noninterest-bearing deposits		758,213		758,213		758,213		-		-
Interest-bearing deposits		3,230,552		3,222,141		1,907,805		1,314,336		-
Borrowings		629,979		626,841		-		626,841		-
Subordinated debentures		128,474		129,165		-		129,165		-

December 31, 2017
Financial assets:
Cash and cash equivalents	$	149,582	$	149,582	$	149,582	$	-	$	-
Securities available-for-sale		435,284		435,284		15,150		410,502		9,632
Loans held-for-sale		24,845		24,845		-		370		24,475
Net loans		4,139,708		4,118,542		-		-		4,118,542
Derivatives		798		798		-		798		-

Financial liabilities:
Noninterest-bearing deposits		776,843		776,843		776,843		-		-
Interest-bearing deposits		3,018,285		3,018,285		1,842,151		1,176,134		-
Borrowings		670,077		669,680		-		669,680		-
Subordinated debentures		54,699		57,340		-		57,340		-

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.

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.