Note

: Fair Value

Measurements

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

quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are

not

available, fair values are based on estimates using present value or other valuation techniques. Those 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. Accounting guidance for fair value 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 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 are involved to determine the fair value of financial 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 financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

Securities A

vailable for

ale

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.

The following tables present the balances of financial assets measured at fair value on a recurring basis as of

December 31, 2017

and

2016:

			Fair Value Measurements at December 31, 20 17 Using
Description	Balance as of December 31, 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	$	307,719	$	---	$	307,719	$	---
States and political subdivisions		16,834		---		16,834		---
Mortgage-backed securities		659		---		659		---
Corporate debt securities		6,175		---		6,175		---
Total securities available for sale	$	331,387	$	---	$	331,387	$	---

			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 financial 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 financial assets recorded at fair value on a nonrecurring basis in the financial statements:

Loans H

eld for

ale

Loans held for sale are carried at the lower of cost or market 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 are currently offering 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 during the years ended

December 31, 2017

and

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 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 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 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 is 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

As of

December 31,

201

and

December 31, 2016,

the fair value measurements for impaired loans with specific allocations were primarily based upon the present value of expected future cash flows.

The following table summarizes the Company’s financial assets that were measured at fair value on a nonrecurring basis during the period.

				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:
December 31, 201 7	Impaired loans net of valuation allowance	$	1,303	$	---	$	---	$	1,303
December 31, 201 6	Impaired loans net of valuation allowance		878		---		---		878

The following table presents information about Level

Fair Value Measurements for impaired loans.

Impaired Loans	Valuation Technique	Unobservable Input	Range (Weighted Average)
December 31, 2017	Present value of cash flows	Discount rate	5.50%	-	13.25%	(5.92%)
December 31, 2016	Present value of cash flows	Discount rate	6.75%	-	8.00%	(7.35%)

Other Real Estate Owned

Certain assets such as other real estate owned (OREO) are measured at fair value less cost to sell. Valuation of other real estate owned is determined using current appraisals from independent parties, a level

two

input. If current appraisals cannot be obtained prior to reporting dates, or if declines in value are identified after a recent appraisal is received, appraisal values are discounted, resulting in Level

estimates. If the Company markets the property with a realtor, estimated selling costs reduce the fair value, resulting in a valuation based on Level

inputs.

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

				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:
December 31, 201 7	Other real estate owned net of valuation allowance	$	2,817	$	---	$	---	$	2,817
December 31, 201 6	Other real estate owned net of valuation allowance		3,156		---		---		3,156

The following table presents information about Level

Fair Value Measurements for

December 31, 2017.

	Valuation Technique	Unobservable Input	Rang (Weighted Average)

Other real estate owned	Discounted appraised value	Selling cost	2.00% (1)	–	6.01%	(4.72%)
Other real estate owned	Discounted appraised value	Discount for lack of marketability and age of appraisal	1.68%	–	68.33%	(11.07%)

The following table presents information about Level

Fair Value Measurements for

December 31, 2016.

	Valuation Technique	Unobservable Input	Range (Weighted Average)

Other real estate owned	Discounted appraised value	Selling cost	2.91% (1)	–	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%)

(

)

The Company markets other real estate owned both independently and with local realtors. Properties marketed by realtors are discounted by selling costs. Properties that the Company markets independently are

not

discounted by selling costs.

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

Cash and Due from Bank

and

Interest-Bearing Deposits

The carrying amounts approximate fair value.

Securities

The fair values of securities, excluding restricted stock, are 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

Fair values of loans held for sale are based on commitments on hand from investors or prevailing market prices.

Loans

Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, real estate – commercial, real estate – construction, real estate – mortgage, credit card and other consumer loans. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and nonperforming categories.

The fair value of performing loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan, as well as estimates for prepayments. The estimate of maturity is based on the Company’s historical experience with repayments for loan classification, modified, as required, by an estimate of the effect of economic conditions on lending.

Fair value for significant nonperforming loans is based on estimated cash flows which are discounted using a rate commensurate with the risk associated with the estimated cash flows. Assumptions regarding credit risk, cash flows and discount rates are determined within management’s judgment, using available market information and specific borrower information.

Bank-Owned Life Insurance

Bank-owned life insurance represents insurance policies on officers of 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 fair value.

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.

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

December 31, 2017

and

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 are as follows:

	December 31, 2017
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	12,926	$	12,926	$	---	$	---
Interest-bearing deposits		51,233		51,233		---		---
Securities		458,551		---		461,500		---
Restricted securities		1,200		---		1,200		---
Mortgage loans held for sale		260		---		260		---
Loans, net		660,144		---		---		656,399
Accrued interest receivable		5,297		---		5,297		---
Bank-owned life insurance		33,756		---		33,756		---
Financial liabilities:
Deposits	$	1,059,734	$	---	$	944,850	$	113,053
Accrued interest payable		62		---		62		---

	December 31, 201 6
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets:
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		---
Mortgage loans 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		---