Note 12: Fair Value Measurement

3 Months Ended

Sep. 30, 2012

Notes

Note 12: Fair Value Measurement

NOTE 12: FAIR VALUE MEASUREMENT

ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The standard describes three levels of inputs that may be used to measure fair value:

·         Quoted prices in active markets for identical assets or liabilities (Level 1): Inputs that are quoted unadjusted prices in active markets for identical assets that the Company has the ability to access at the measurement date. An active market for the asset is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

·         Other observable inputs (Level 2): Inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity including quoted prices for similar assets, quoted prices for securities in inactive markets and inputs derived principally from or corroborated by observable market data by correlation or other means.

·         Significant unobservable inputs (Level 3): Inputs that reflect assumptions of a source independent of the reporting entity or the reporting entity's own assumptions that are supported by little or no market activity or observable inputs.

Financial instruments are broken down as follows by recurring or nonrecurring measurement status. Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the financial statements at each reporting date. Assets measured on a nonrecurring basis are assets that, due to an event or circumstance, were required to be remeasured at fair value after initial recognition in the financial statements at some time during the reporting period.

The following is a description of inputs and valuation methodologies used for assets recorded at fair value on a recurring basis and recognized in the accompanying balance sheets at September 30, 2012 and December 31, 2011, as well as the general classification of such assets pursuant to the valuation hierarchy.  There have been no significant changes in the valuation techniques during the period ended September 30, 2012. 

Securities Available for Sale. Investment securities available for sale are recorded at fair value on a recurring basis. The fair values used by the Company are obtained from an independent pricing service, which represent either quoted market prices for the identical asset or fair values determined by pricing models, or other model-based valuation techniques, that consider observable market data, such as interest rate volatilities, LIBOR yield curve, credit spreads and prices from market makers and live trading systems. Recurring Level 1 securities include exchange traded equity securities. Recurring Level 2 securities available for sale include U.S. government agency securities, mortgage-backed securities, collateralized mortgage obligations, Small Business Administration (SBA) loan pools, state and municipal bonds, corporate bonds and equity securities. Inputs used for valuing Level 2 securities include observable data that may include dealer quotes, benchmark yields, market spreads, live trading levels and market consensus prepayment speeds, among other things. Additional inputs include indicative values derived from the independent pricing service’s proprietary computerized models.  There were no Recurring Level 3 securities at September 30, 2012 or December 31, 2011.

Mortgage Servicing Rights. Mortgage servicing rights do not trade in an active, open market with readily observable prices.  Accordingly, fair value is estimated using discounted cash flow models.  Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy.

Interest Rate Swaps. Interest rate swaps are recorded at fair value on a recurring basis. The fair values used by the Company are obtained from an independent valuation service, and are based on prevailing observable market data and derived from proprietary models based on well recognized financial principles and reasonable estimates about future market conditions (which may include assumptions and estimates that are not readily observable in the marketplace).  Included in the fair values are credit valuation adjustments which represent the consideration of credit risk (credit standing) of the counterparties to the transaction and the effect of any credit enhancements related to the transaction.  Certain inputs to the credit valuation models may be based on assumptions and best estimates that are not readily observable in the marketplace. 

		Fair value measurements using
		Quoted prices
		in active
		markets	Other	Significant
		for identical	observable	unobservable
		assets	inputs	inputs
	Fair value	(Level 1)	(Level 2)	(Level 3)
(In Thousands)
September 30, 2012
U.S. government agencies	$30,060	$--	$30,060	$--
Collateralized mortgage obligations	4,879	--	4,879	--
Mortgage-backed securities	573,015	--	573,015	--
Small Business Administration loan pools	52,844	--	52,844	--
Corporate bonds	322	--	322	--
States and political subdivisions	124,016	--	124,016	--
Equity securities	1,982	--	1,982	--
Mortgage servicing rights	179	--	--	179
Interest rate swap asset	1,775	--	--	1,775
Interest rate swap liability	(1,909)	--	--	(1,909)
December 31, 2011
U.S. government agencies	$20,060	$--	$20,060	$--
Collateralized mortgage obligations	4,840	--	4,840	--
Mortgage-backed securities	641,655	--	641,655	--
Small Business Administration loan pools	56,492	--	56,492	--
Corporate bonds	295	--	295	--
States and political subdivisions	150,238	--	150,238	--
Equity securities	1,831	387	1,444	--
Mortgage servicing rights	292	--	--	292
Interest rate swap asset	111	--	--	111
Interest rate swap liability	(121)	--	--	(121)

The Company considers transfers between the levels of the hierarchy to be recognized at the end of related reporting periods.  From December 31, 2011 to September 30, 2012, no assets for which fair value is measured on a recurring basis transferred between any levels of the hierarchy.

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying balance sheet using significant unobservable (Level 3) inputs.

	Mortgage Servicing Rights
	2012	2011
(In Thousands)
Balance, July 1	$194	$450
Additions	71	4
Amortization	(86)	(87)
Balance, September 30	$179	$367

	Mortgage Servicing Rights
	2012	2011
(In Thousands)
Balance, January 1	$292	$637
Additions	102	16
Amortization	(215)	(286)
Balance, September 30	$179	$367

	Interest Rate Swap Asset
	2012	2011
(In Thousands)
Balance, July 1	$1,200	$--
Change in fair value through earnings	575	--
Balance, September 30	$1,775	$--

	Interest Rate Swap Asset
	2012	2011
(In Thousands)
Balance, January 1	$111	$--
Change in fair value through earnings	1,664	--
Balance, September 30	$1,775	$--

	Interest Rate Swap Liability
	2012	2011
(In Thousands)
Balance, July 1	$1,230	$--
Change in fair value through earnings	679	--
Balance, September 30	$1,909	$--

	Interest Rate Swap Liability
	2012	2011
(In Thousands)
Balance, January 1	$121	$--
Change in fair value through earnings	1,788	--
Balance, September 30	$1,909	$--

The following is a description of valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying statements of financial condition, as well as the general classification of such assets pursuant to the valuation hierarchy.

Loans Held for Sale.  Mortgage loans held for sale are recorded at the lower of carrying value or fair value.  The fair value of mortgage loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics.  As such, the Company classifies mortgage loans held for sale as Nonrecurring Level 2.  Write-downs to fair value typically do not occur as the Company generally enters into commitments to sell individual mortgage loans at the time the loan is originated to reduce market risk.  The Company typically does not have commercial loans held for sale.  At September 30, 2012 and December 31, 2011, the aggregate fair value of mortgage loans held for sale exceeded their cost.  Accordingly, no mortgage loans held for sale were marked down and reported at fair value.

Impaired Loans.  A loan is considered to be impaired when it is probable that all of the principal and interest due may not be collected according to its contractual terms. Generally, when a loan is considered impaired, the amount of reserve required under FASB ASC 310, Receivables, is measured based on the fair value of the underlying collateral. The Company makes such measurements on all material loans deemed impaired using the fair value of the collateral for collateral dependent loans. The fair value of collateral used by the Company is determined by obtaining an observable market price or by obtaining an appraised value from an independent, licensed or certified appraiser, using observable market data. This data includes information such as selling price of similar properties and capitalization rates of similar properties sold within the market, expected future cash flows or earnings of the subject property based on current market expectations, and other relevant factors. All appraised values are adjusted for market-related trends based on the Company’s experience in sales and other appraisals of similar property types as well as estimated selling costs.  Each quarter management reviews all collateral dependent impaired loans on a loan-by-loan basis to determine whether updated appraisals are necessary based on loan performance, collateral type and guarantor support.  At times, the Company measures the fair value of collateral dependent impaired loans using appraisals with dates prior to one year from the date of review.  These appraisals are discounted by applying current, observable market data about similar property types such as sales contracts, approved foreclosure bids, other appraisals, sales or collateral assessments based on current market activity until updated appraisals are obtained.  Depending on the length of time since an appraisal was performed and the data provided through our reviews, these appraisals are typically discounted 10-40%.  The policy described above is the same for all types of collateral dependent impaired loans.

The Company records impaired loans as Nonrecurring Level 3. If a loan’s fair value as estimated by the Company is less than its carrying value, the Company either records a charge-off of the portion of the loan that exceeds the fair value or establishes a reserve within the allowance for loan losses specific to the loan.  Loans for which such charge-offs or reserves were recorded during the nine months ended September 30, 2012 or the year ended December 31, 2011, are shown in the table below (net of reserves). 

Foreclosed Assets Held for Sale.  Foreclosed assets held for sale are initially recorded at fair value less estimated cost to sell at the date of foreclosure.  Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated cost to sell.  Foreclosed assets held for sale are classified within Level 3 of the fair value hierarchy.  The foreclosed assets represented in the table below were re-measured during the nine months ended September 30, 2012 or the year ended December 31, 2011, subsequent to their initial transfer to foreclosed assets.

The following tables present the fair value measurements of assets measured at fair value during the periods presented on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2012 and December 31, 2011:

		Fair Value Measurements Using
		Quoted prices
		in active
		markets	Other	Significant
		for identical	observable	unobservable
		assets	inputs	inputs
	Fair value	(Level 1)	(Level 2)	(Level 3)
(In Thousands)
September 30, 2012
Impaired loans
One- to four-family residential construction	$502	$--	$--	$502
Subdivision construction	1,905	--	--	1,905
Land development	4,070	--	--	4,070
Owner occupied one- to four-family residential	2,693	--	--	2,693
Non-owner occupied one- to four-family residential	4,054	--	--	4,054
Commercial real estate	31,219	--	--	31,219
Other residential	8,143	--	--	8,143
Commercial business	3,381	--	--	3,381
Consumer auto	--	--	--	--
Consumer other	299	--	--	299
Home equity lines of credit	45	--	--	45
Total impaired loans	$56,374	$--	$--	$56,374
Foreclosed assets held for sale	$5,093	$--	$--	$5,093
December 31, 2011
Impaired loans
One- to four-family residential construction	$964	$--	$--	$964
Subdivision construction	3,188	--	--	3,188
Land development	4,298	--	--	4,298
Owner occupied one- to four-family residential	2,210	--	--	2,210
Non-owner occupied one- to four-family residential	4,639	--	--	4,639
Commercial real estate	13,354	--	--	13,354
Other residential	4,771	--	--	4,771
Commercial business	3,207	--	--	3,207
Consumer auto	46	--	--	46
Consumer other	258	--	--	258
Home equity lines of credit	46	--	--	46
Total impaired loans	$36,981	$--	$--	$36,981
Foreclosed assets held for sale	$14,042	$--	$--	$14,042

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheet at amounts other than fair value:

Cash and Cash Equivalents and Federal Home Loan Bank Stock. The carrying amount approximates fair value.

Loans and Interest Receivable.  The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.  The market rates used are based on current rates the Bank would impose for similar loans and reflect a market participant assumption about risks associated with non-performance, illiquidity, and the structure and term of the loans along with local and economic market conditions.  Loans with similar characteristics are aggregated for purposes of the calculations.  The carrying amount of accrued interest receivable approximates its fair value, and is determined using the interest rate, balance and last payment date. 

Deposits and Accrued Interest Payable.  The fair value of demand deposits and savings accounts is the amount payable on demand at the reporting date, i.e., their carrying amounts.  Interest rates on these types of deposits are regularly adjusted to market rates. The fair value of fixed maturity certificates of deposit is estimated using a discounted cash flow calculation that applies the rates currently offered by the Bank and its competitors for deposits of similar remaining maturities.  The carrying amount of accrued interest payable approximates its fair value, and is determined using the interest rate, balance and last payment date.

Federal Home Loan Bank Advances.  Rates offered by the FHLB currently available to the Company for advnces with similar terms and remaining maturities are used to estimate fair value of existing advances by discounting the future cash flows.

Short-Term Borrowings.  The carrying amount approximates fair value.

Subordinated Debentures Issued to Capital Trusts.  The subordinated debentures have floating rates that reset quarterly.  The Company can redeem these instruments at par on a quarterly basis beginning in February 2012 (with respect to $25.8 million of the subordinated debentures) and October 2012 (with respect to $5.2 million of the subordinated debentures), respectively.  The carrying amount of these debentures approximates their fair value.

Structured Repurchase Agreements.  Structured repurchase agreements are collateralized borrowings from counterparties.  In addition to the principal amount owed, the counterparty also determines an amount that would be owed by either party in the event the agreement is terminated prior to maturity by the Company.  The fair values of the structured repurchase agreements are estimated based on the amount the Company would be required to pay to terminate the agreement at the reporting date.

Commitments to Originate Loans, Letters of Credit and Lines of Credit.  The fair value of commitments 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 value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.

The following table presents estimated fair values of the Company’s financial instruments.  The fair values of certain of these instruments were calculated by discounting expected cash flows, which method involves significant judgments by management and uncertainties.  Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.  Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.

	September 30, 2012
	Carrying	Fair	Hierarchy
	Amount	Value	Level
(In Thousands)
Financial assets
Cash and cash equivalents	$485,184	$485,184	1
Held-to-maturity securities	920	1,098	2
Mortgage loans held for sale	35,093	35,093	2
Loans, net of allowance for loan losses	2,332,510	2,341,194	3
Accrued interest receivable	13,183	13,183	3
Investment in FHLB stock	10,066	10,066	3
Financial liabilities
Deposits	3,250,864	3,254,399	3
FHLB advances	126,296	130,480	3
Short-term borrowings	198,574	198,574	3
Structured repurchase agreements	53,052	59,563	3
Subordinated debentures	30,929	30,929	3
Accrued interest payable	1,609	1,609	3
Unrecognized financial instruments
(net of contractual value)
Commitments to originate loans	--	--	3
Letters of credit	75	75	3
Lines of credit	--	--	3

	December 31, 2011
	Carrying	Fair
	Amount	Value
(In Thousands)
Financial assets
Cash and cash equivalents	$380,249	$380,249
Held-to-maturity securities	1,865	2,101
Mortgage loans held for sale	28,920	28,920
Loans, net of allowance for loan losses	2,124,161	2,124,032
Accrued interest receivable	13,848	13,848
Investment in FHLB stock	12,088	12,088
Financial liabilities
Deposits	2,963,539	2,966,874
FHLB advances	184,437	189,793
Short-term borrowings	217,397	217,397
Structured repurchase agreements	53,090	60,471
Subordinated debentures	30,929	30,929
Accrued interest payable	2,277	2,277
Unrecognized financial instruments
(net of contractual value)
Commitments to originate loans	--	--
Letters of credit	84	84
Lines of credit	--	--

The following disclosure relates to financial assets for which it is not practicable for the Company to estimate the fair value at September 30, 2012 and December 31, 2011.

FDIC Indemnification Asset: As part of the Purchase and Assumption Agreements, the Bank and the FDIC entered into loss sharing agreements. These agreements cover realized losses on loans and foreclosed real estate, which are more fully described in Note 8.

Under the TeamBank agreement, the FDIC agreed to reimburse the Bank for 80% of the first $115 million in realized losses and 95% for realized losses that exceed $115 million.  The indemnification asset was originally recorded at fair value on the acquisition date (March 20, 2009) and at September 30, 2012 and December 31, 2011, the carrying value was $14.7 million and $30.1 million, respectively.

Under the Vantus Bank agreement, the FDIC agreed to reimburse the Bank for 80% of the first $102 million in realized losses and 95% for realized losses that exceed $102 million.  The indemnification asset was originally recorded at fair value on the acquisition date (September 4, 2009) and at September 30, 2012 and December 31, 2011, the carrying value of the FDIC indemnification asset was $8.9 million and $19.7 million, respectively.

Under the Sun Security Bank agreement, the FDIC agreed to reimburse the Bank for 80% of realized losses.  The indemnification asset was originally recorded at fair value on the acquisition date (October 7, 2011) and at September 30, 2012 and December 31, 2011, the carrying value of the FDIC indemnification asset was $30.7 million and $58.2 million, respectively.

Under the InterBank agreement, the FDIC agreed to reimburse the Bank for 80% of realized losses.  The indemnification asset was originally recorded at fair value on the acquisition date (April 27, 2012) and at September 30, 2012, the carrying value of the FDIC indemnification asset was $76.6 million.

From the dates of acquisition, each of the four agreements extend ten years for 1-4 family real estate loans and five years for other loans.  The loss sharing assets are measured separately from the loan portfolios because they are not contractually embedded in the loans and are not transferable with the loans should the Bank choose to dispose of them.  Fair values on the acquisition dates were estimated using projected cash flows available for loss sharing based on the credit adjustments estimated for each loan pool and the loss sharing percentages.  These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursements from the FDIC.  The loss sharing assets are also separately measured from the related foreclosed real estate.  Although the assets are contractual receivables from the FDIC, they do not have effective interest rates.  The Bank will collect the assets over the next several years.  The amount ultimately collected will depend on the timing and amount of collections and charge-offs on the acquired assets covered by the loss sharing agreements.  While the assets were recorded at their estimated fair values on the acquisition dates, it is not practicable to complete fair value analyses on a quarterly or annual basis.  Estimating the fair value of the FDIC indemnification asset would involve preparing fair value analyses of the entire portfolios of loans and foreclosed assets covered by the loss sharing agreements from all four acquisitions on a quarterly or annual basis.