Note

Fair Value Measurements

The Company records fair value adjustments to certain assets and liabilities and determines fair value disclosures utilizing a definition of fair value of assets and liabilities that states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Additional considerations come into play in determining the fair value of assets in markets that are

not

active.

The Company uses a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The

three

levels of the fair value hierarchy based on these

two

types of inputs are as follows:

	Level 1 –	Valuation is based on quoted prices in active markets for identical assets and liabilities.
	Level 2 –	Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.
	Level 3 –	Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The following describes the valuation techniques used by the Company to measure certain assets and liabilities recorded at fair value on a recurring basis in the financial statements

Securities Available for Sale

Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level

). If quoted market prices are

not

available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and

may

determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level

). The carrying value of restricted Federal Reserve Bank and Federal Home Loan Bank stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following table.

			Fair Value Measurements at September 30, 2017 Using
Description	Balance as of September 30, 2017		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 and corporations	$	292,229	$	---	$	292,229	$	---
States and political subdivisions		10,185		---		10,185		---
Mortgage-backed securities		711		---		711		---
Corporate debt securities		6,198		---		6,198		---
Other securities		---		---		---		---
Total securities available for sale	$	309,323	$	---	$	309,323	$	---

			Fair Value Measurements at December 31, 20 16 Using
Description	Balance as of December 31, 2016		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 and corporations	$	285,598	$	---	$	285,598	$	---
States and political subdivisions		11,693		---		11,693		---
Mortgage-backed securities		930		---		930		---
Corporate debt securities		5,898		---		5,898		---
Other securities		163		---		163		---
Total securities available for sale	$	304,282	$	---	$	304,282	$	---

Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements.

Loans Held for Sale

Loans held for sale are carried at the lower of cost or fair value. These loans currently consist of

one

-to-

four

family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets offer at the report date for similar loans using observable market data which is

not

materially different than cost due to the short duration between origination and sale (Level

). As such, the Company records any fair value adjustments on a nonrecurring basis.

nonrecurring fair value adjustments were recorded on loans held for sale at

September 30, 2017

December 31, 2016.

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due will

not

be collected when due according to the contractual terms of the loan agreement. Troubled debt restructurings are impaired loans. Impaired loans are measured at fair value on a nonrecurring basis. If an individually-evaluated impaired loan’s balance exceeds fair value, the amount is allocated to the allowance for loan losses. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

The fair value of an impaired loan and measurement of associated loss is based on

one

three

methods: the observable market price of the loan, the present value of projected future cash flows, or the fair value of the collateral. The observable market price of a loan is categorized as a Level

input. The present value of projected cash flows method results in a Level

categorization because the calculation relies on the Company’s judgment to determine projected cash flows, which are then discounted at the current rate of the loan, or the rate prior to modification if the loan is a troubled debt restructure.

Loans measured using the fair value of collateral method

may

be categorized in Level

or Level

Collateral

may

be in the form of real estate or business assets including equipment, inventory, and accounts receivable. Most collateral is real estate.

The Company bases collateral method fair valuation upon the “as-is” value of independent appraisals or evaluations. Valuations for impaired loans with outstanding principal balances of

$250

or more are based on a current appraisal. Appraisals are also used to value impaired loans with principal balances of

$100

or greater and secured by

one

piece of collateral. Collateral-method impaired loans with principal balances below

$100,

or if secured by multiple pieces of collateral, below

$250,

are valued using an internal evaluation.

The value of real estate collateral is determined by a current (less than

months of age) appraisal or internal evaluation utilizing an income or market valuation approach. Appraisals conducted by an independent, licensed appraiser outside of the Company using observable market data are categorized as Level

If a current appraisal cannot be obtained prior to a reporting date and an existing appraisal is discounted to obtain an estimated value, or if declines in value are identified after the date of the appraisal, or if an appraisal is discounted for estimated selling costs, the valuation of real estate collateral is categorized as Level

Valuations derived from internal evaluations are categorized as Level

The value of business equipment is based upon an outside appraisal (Level

) if deemed significant, or the net book value on the applicable business’ financial statements (Level

) if

not

considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level

Impaired loans are measured quarterly for impairment. The Company employs the most applicable valuation method for each loan based on current information at the time of valuation. Valuations of loans using the collateral method

may

include a discount for selling costs if collection of the loan is expected to come from sale of the collateral. Fair value measurement using the collateral method for a loan that is dependent on the operation, but

not

the sale, of collateral for collection is

not

discounted for selling costs.

The following table summarizes the Company’s impaired loans that were measured at fair value on a nonrecurring basis at

September 30, 2017

and at

December 31, 2016.

				Carrying V alue
Date	Description	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	Assets:
September 30, 2017	Impaired loans net of valuation allowance	$	1,451	$	---	$	---	$	1,451
December 31, 201 6	Impaired loans net of valuation allowance		878		---		---		878

The following tables present information about Level

Fair Value Measurements for

September 30, 2017

and

December 31, 2016.

September 30, 2017	Valuation Technique	Unobservable Input		Range (Weighted Average)
Impaired loans	Present value of cash flows	Discount rate			5.50%	–	13.25%	(6.01%)

December 31, 201 6	Valuation Technique	Unobservable Input		Range (Weighted Average)
Impaired loans	Present value of cash flows	Discount rate			6.75%	–	8.00%	(7.35%)

Other Real Estate Owned

Other real estate owned are

real estate assets acquired in full or partial satisfaction of a loan. At acquisition, other real estate owned assets are measured at fair value. If the assets are marketed for sale by an outside party, the acquisition-date fair value is discounted by selling costs; if the assets are marketed for sale by the Company,

reduction to fair value for selling costs is made. Subsequent to acquisition, the assets are measured at the lower of initial measurement or current fair value, discounted for selling costs as appropriate.

The fair value of an

other real estate owned asset is determined by an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level

). If the appraisal is discounted either for age or because management considers the real estate market to be experiencing volatility, then the fair value is considered Level

Discounts for selling costs also result in measurement based on Level

inputs. Fair value adjustments are measured on a nonrecurring basis and are recorded in the period incurred as valuation allowances to other real estate owned, and expensed through noninterest expense.

The following table summarizes the Company’s other real estate owned that was measured at fair value on a nonrecurring basis.

				Carrying Value
Date	Description	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	Assets:
September 30, 2017	Other real estate owned net of valuation allowance	$	2,923					$	2,923
December 31, 201 6	Other real estate owned net of valuation allowance		3,156		---		---		3,156

The following tables present information about Level

Fair Value Measurements for

September 30, 2017

and

December 31, 2016.

September 30, 2017	Valuation Technique	Unobservable Input	Range (Weighted Average)

Other real estate owned	Discounted appraised value	Selling cost	2.44 %	–	11.09%	(4.86%)
Other real estate owned	Discounted appraised value	Discount for lack of marketability and age of appraisal	1.68 %	–	60.94%	(10.34%)

December 31, 201 6	Valuation Technique	Unobservable Input	Range (Weighted Average)

Other real estate owned	Discounted appraised value	Selling cost	2.91 %	–	8.60%	(6.48%)
Other real estate owned	Discounted appraised value	Discount for lack of marketability and age of appraisal	0%	–	53.46%	(13.66%)

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

Cash and Due from Banks

and

Interest-Bearing Deposits

The carrying amounts approximate fair value.

Securities

The fair value of securities, excluding restricted stock, is determined by quoted market prices or dealer quotes. The fair value of certain state and municipal securities is

not

readily available through market sources other than dealer quotations, so fair value estimates are based on quoted market prices of similar instruments adjusted for differences between the quoted instruments and the instruments being valued. The carrying value of restricted securities approximates fair value based upon the redemption provisions of the applicable entities.

Loans Held for Sale

The fair value of loans held for sale is based on commitments on hand from investors or prevailing market prices.

Loans

Fair value for the loan portfolio is estimated on an account-level basis by discounting scheduled cash flows through the projected maturity for each loan. The calculation applies estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. The estimate of maturity is based on the Company’s historical experience with repayments for loan classification, modified by an estimate of the effect of economic conditions on lending.

Impaired loans are individually evaluated for fair value. Fair value for the Company’s impaired loans is estimated by using either discounted cash flows or the appraised value of collateral. Any amount of principal balance that exceeds fair value is accrued in the allowance for loan losses. Assumptions regarding credit risk, cash flows and discount rates are determined within management’s judgment, using available market information and specific borrower information. Discount rates for cash flow analysis are based on the loan’s interest rate, and cash flows are estimated based upon the loan’s historical payment performance and the borrower’s current financial condition. Appraisals

may

be discounted for age, reasonableness, and selling costs.

Deposits

The fair value of demand and savings deposits is the amount payable on demand. The fair value of fixed maturity term deposits and certificates of deposit is estimated using the rates currently offered for deposits with similar remaining maturities.

Accrued Interest

The carrying amounts of accrued interest approximate fair value.

Bank

-O

wned

Life I

nsurance

Bank owned life insurance represents

insurance policies on officers of the Company and certain officers who are

longer employed by the Company. The cash values of the policies are estimates using information provided by insurance carriers. These policies are carried at their cash surrender value, which approximates the fair value.

Commitments to Extend Credit and Standby Letters of Credit

The only amounts recorded for commitments to extend credit, standby letters of credit and financial guarantees written are the deferred fees arising from these unrecognized financial instruments. These deferred fees are

not

deemed significant at

September 30, 2017

and

December 31, 2016,

and, as such, the related fair values have

not

been estimated.

The estimated fair values and related carrying amounts of the Company’s financial instruments follow.

	September 30 , 2017
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
Financial A ssets:
Cash and due from banks	$	12,066	$	12,066	$	---	$	---
Interest-bearing deposits		58,260		58,260		---		---
Securities		439,073		---		443,182		---
Restricted securities		1,200		---		1,200		---
Loans held for sale		505		---		505		---
Loans, net		651,889		---		---		651,431
Accrued interest receivable		5,123		---		5,123		---
Bank-owned life insurance		33,520		---		33,520		---
Financial Liabilities:
Deposits	$	1,031,973	$	---	$	913,254	$	117,222
Accrued interest payable		51		---		51		---

	December 31, 201 6
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
Financial A ssets:
Cash and due from banks	$	13,974	$	13,974	$	---	$	---
Interest-bearing deposits		80,268		80,268		---		---
Securities		439,239		---		441,974		---
Restricted securities		1,170		---		1,170		---
L oans held for sale		478		---		478		---
Loans, net		639,452		---		---		658,386
Accrued interest receivable		5,260		---		5,260		---
Bank-owned life insurance		22,998		---		22,998		---
Financial Liabilities:
Deposits	$	1,043,442	$	---	$	912,828	$	128,690
Accrued interest payable		55		---		55		---