Fair Value Accounting and Measurement

The Fair Value Measurements and Disclosures topic of the FASB ASC defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value. We hold fixed and variable rate interest-bearing securities, investments in marketable equity securities and certain other financial instruments, which are carried at fair value. Fair value is determined based upon quoted prices when available or through the use of alternative approaches, such as matrix or model pricing, when market quotes are not readily accessible or available.

The valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our own market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets that are accessible at the measurement date.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

Fair values are determined as follows:

Securities at fair value are priced using a combination of market activity, industry recognized information sources, yield curves, discounted cash flow models and other factors. These fair value calculations are considered a Level 2 input method under the provisions of the Fair Value Measurements and Disclosures topic of the FASB ASC for all securities other than U.S. Treasury Notes and other securities, which are considered a Level 1 input method.

Interest rate contract positions are valued in models, which use as their basis, readily observable market parameters and are classified within Level 2 of the valuation hierarchy.

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2017 and 2016 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:



	Fair value at December 31, 2017		Fair Value Measurements at Reporting Date Using
	Fair value at December 31, 2017		Level 1		Level 2		Level 3
	(in thousands)
Assets
Securities available for sale
U.S. government agency and sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	1,726,725	$	—	$	1,726,725	$	—
State and municipal securities	596,004		—		596,004		—
U.S. government agency and government-sponsored enterprise securities	414,774		—		414,774		—
U.S. government securities	248		248		—		—
Other securities	5,080		5,080		—		—
Total securities available for sale	$	2,742,831	$	5,328	$	2,737,503	$	—
Other assets (Interest rate contracts)	$	6,707	$	—	$	6,707	$	—
Liabilities
Other liabilities (Interest rate contracts)	$	6,714	$	—	$	6,714	$	—



	Fair value at December 31, 2016		Fair Value Measurements at Reporting Date Using
	Fair value at December 31, 2016		Level 1		Level 2		Level 3
	(in thousands)
Assets
Securities available for sale
U.S. government agency and sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	1,465,732	$	—	$	1,465,732	$	—
State and municipal debt securities	475,060		—		475,060		—
U.S. government agency and government-sponsored enterprise securities	331,902		—		331,902		—
U.S. government securities	800		800		—		—
Other securities	5,083		—		5,083		—
Total securities available for sale	$	2,278,577	$	800	$	2,277,777	$	—
Other assets (Interest rate contracts)	$	9,012	$	—	$	9,012	$	—
Liabilities
Other liabilities (Interest rate contracts)	$	9,036	$	—	$	9,036	$	—

During the year ended December 31, 2017 there was a transfer of $5.1 million out of Level 2 of the valuation hierarchy and a corresponding transfer into Level 1 of the valuation hierarchy related to the Company’s other securities. The Company determined that the other securities were traded in active markets. The Company recognizes transfers between levels of the valuation hierarchy based on the valuation level at the end of the reporting period. There were no transfers between Level 1 and Level 2 of the valuation hierarchy during the year ended December 31, 2016.

Nonrecurring Measurements

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans measured for impairment and OREO. The following methods were used to estimate the fair value of each such class of financial instrument:

Impaired loans—A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, a loan’s observable market price, or the fair market value of the collateral less estimated costs to sell if the loan is a collateral-dependent loan. Generally, the Company utilizes the fair market value of the collateral to measure impairment. The impairment evaluations are performed in conjunction with the ALLL process on a quarterly basis by officers in the Special Credits group, which reports to the Chief Credit Officer. The Real Estate Appraisal Services Department (“REASD”), which also reports to the Chief Credit Officer, is responsible for obtaining appraisals from third-parties or performing internal evaluations. If an appraisal is obtained from a third-party, the REASD reviews the appraisal to evaluate the adequacy of the appraisal report, including its scope, methods, accuracy, and reasonableness.

Other real estate owned —OREO is real property that the Bank has taken ownership of in partial or full satisfaction of a loan or loans. OREO is generally measured based on the property’s fair market value as indicated by an appraisal or a letter of intent to purchase. OREO is initially recorded at the fair value less estimated costs to sell. This amount becomes the property’s new basis. Any fair value adjustments based on the property’s fair value less estimated costs to sell at the date of acquisition are charged to the ALLL, or in the event of a write-up without previous losses charged to the ALLL, a credit to earnings is recorded. Management periodically reviews OREO in an effort to ensure the property is recorded at its fair value, net of estimated costs to sell. Any fair value adjustments subsequent to acquisition are charged or credited to earnings. The initial and subsequent evaluations are performed by officers in the Special Credits group, which reports to the Chief Credit Officer. The REASD obtains appraisals from third-parties for OREO and performs internal evaluations. If an appraisal is obtained from a third-party, the REASD reviews the appraisal to evaluate the adequacy of the appraisal report, including its scope, methods, accuracy, and reasonableness.

The following table sets forth the Company’s assets that were measured using fair value estimates on a nonrecurring basis during the years ended December 31, 2017 and 2016:



	Fair value at December 31, 2017		Fair Value Measurements at Reporting Date Using						Losses During the Year Ended December 31, 2017
	Fair value at December 31, 2017		Level 1		Level 2		Level 3		Losses During the Year Ended December 31, 2017
	(in thousands)
Impaired loans	$	6,577	$	—	$	—	$	6,577	$	2,507
OREO	1,423		—		—		1,423		239
	$	8,000	$	—	$	—	$	8,000	$	2,746



	Fair value at December 31, 2016		Fair Value Measurements at Reporting Date Using						Losses During the Year Ended December 31, 2016
	Fair value at December 31, 2016		Level 1		Level 2		Level 3		Losses During the Year Ended December 31, 2016
	(in thousands)
Impaired loans	$	3,787	$	—	$	—	$	3,787	$	5,413
OREO	4,388		—		—		4,388		332
	$	8,175	$	—	$	—	$	8,175	$	5,745

The losses on impaired loans disclosed above represent the amount of the specific reserve and/or charge-offs during the period applicable to loans held at period end. The amount of the specific reserve is included in the “Allowance for loan and lease losses.” The losses on OREO disclosed above represent the write-downs taken at foreclosure that were charged to the allowance for loan and lease losses, as well as subsequent changes in any valuation allowances from updated appraisals that were recorded to earnings.

Quantitative information about Level 3 fair value measurements

The range and weighted-average of the significant unobservable inputs used to fair value our Level 3 nonrecurring assets during 2017 and 2016, along with the valuation techniques used, are shown in the following tables:



	Fair value at December 31, 2017		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
	(dollars in thousands)
Impaired loans - collateral-dependent (3)	$	3,519	Fair Market Value of Collateral	Adjustment to Stated Value	N/A (2)
Impaired loans - other	$	3,058	Discounted Cash Flow	Discount Rate	3.75% - 7.75% (4.12%)
OREO	$	1,423	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
(1) Discount rate used in discounted cash flow valuation.
(2) Quantitative disclosures are not provided for collateral-dependent impaired loans and OREO because there were no adjustments made to the appraisal values or stated values during the current period.
(3) Collateral consists of real property and a government agency guarantee.



	Fair value at December 31, 2016		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
	(dollars in thousands)
Impaired loans - collateral-dependent (3)	$	2,248	Fair Market Value of Collateral	Adjustment to Stated Value	N/A (2)
Impaired loans - other	$	1,539	Discounted Cash Flow	Discount Rate	4.50% - 6.50% (5.26%)
OREO	$	4,388	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
(1) Discount rate used in discounted cash flow valuation.
(2) Quantitative disclosures are not provided for collateral-dependent impaired loans and OREO because there were no adjustments made to the appraisal values or stated values during the current period.
(3) Collateral consists of accounts receivable, inventory, equipment and real property.

Fair value of financial instruments

Because broadly traded markets do not exist for most of the Company’s financial instruments, the fair value calculations attempt to incorporate the effect of current market conditions at a specific time. These determinations are subjective in nature, involve uncertainties and matters of significant judgment and do not include tax ramifications; therefore, the results cannot be determined with precision, substantiated by comparison to independent markets and may not be realized in an actual sale or immediate settlement of the instruments. There may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results. For all of these reasons, the aggregation of the fair value calculations presented herein do not represent, and should not be construed to represent, the underlying value of the Company.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and due from banks and interest-earning deposits with banks—The fair value of financial instruments that are short-term or reprice frequently and that have little or no risk are considered to have a fair value that approximates carrying value (Level 1).

Securities available for sale—Securities at fair value, other than U.S. Treasury Notes, are priced using a combination of market activity, industry recognized information sources, yield curves, discounted cash flow models and other factors (Level 2). U.S. Treasury Notes and other securities are priced using quotes in active markets (Level 1).

Federal Home Loan Bank stock—The fair value is based upon the par value of the stock which equates to its carrying value (Level 2).

Loans held for sale—The carrying amount of loans held for sale approximates their fair values due to the short period of time between the origination and sales dates (Level 2).

Loans—Loans are not recorded at fair value on a recurring basis. Nonrecurring fair value adjustments are periodically recorded on impaired loans that are measured for impairment based on the fair value of collateral. For most performing loans, fair value is estimated using expected duration and lending rates that would have been offered on December 31, 2017 or 2016 for loans which mirror the attributes of the loans with similar rate structures and average maturities. The fair values resulting from these calculations are reduced by an amount representing the change in estimated fair value attributable to changes in borrowers’ credit quality since the loans were originated. For nonperforming loans, fair value is estimated by applying a valuation discount based upon loan sales data from the FDIC. For PCI loans, fair value is estimated by discounting the expected future cash flows using a lending rate that would have been offered on December 31, 2017 (Level 3).

FDIC loss-sharing asset —The fair value of the FDIC loss-sharing asset was estimated based on discounting the expected future cash flows using an estimated market rate (Level 3).

Interest rate contracts—Interest rate contracts are valued in discounted cash flow models, which use readily observable market parameters as their basis (Level 2).

Deposits—For deposits with no contractual maturity, the fair value is equal to the carrying value (Level 1). The fair value of fixed maturity deposits is based on discounted cash flows using the difference between the deposit rate and current market rates for deposits of similar remaining maturities (Level 2).

FHLB advances—The fair value of FHLB advances is estimated based on discounting the future cash flows using the market rate currently offered (Level 2).

Repurchase agreements—The fair value of term repurchase agreements is estimated based on discounting the future cash flows using the market rate currently offered. The carrying amount of sweep repurchase agreements approximates their fair values due to the short period of time between repricing dates (Level 2).

Subordinated debentures—The fair value of subordinated debentures is estimated using the quoted prices for similar or identical instruments in markets that are not active (Level 2).

Junior subordinated debentures—The fair value is estimated as the carrying value as these obligations are redeemable and a market participant would expect redemption in the near-term. Subsequent to year-end, on January 7, 2018, the Company redeemed these obligations at their carrying amount (Level 2).

Other financial instruments—The majority of our commitments to extend credit and standby letters of credit carry current market interest rates if converted to loans, as such, carrying value is assumed to equal fair value.

The following tables summarize carrying amounts and estimated fair values of selected financial instruments for the periods indicated:



	December 31, 2017
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets
Cash and due from banks	$	244,615	$	244,615	$	244,615	$	—	$	—
Interest-earning deposits with banks	97,918		97,918		97,918		—		—
Securities available for sale	2,742,831		2,742,831		5,328		2,737,503		—
FHLB stock	10,440		10,440		—		10,440		—
Loans held for sale	5,766		5,766		—		5,766		—
Loans	8,283,011		8,055,817		—		—		8,055,817
Interest rate contracts	6,707		6,707		—		6,707		—
Liabilities
Deposits	$	10,532,085	$	10,524,135	$	10,041,040	$	483,095	$	—
FHLB advances	11,579		12,281		—		12,281		—
Repurchase agreements	79,059		79,070		—		79,070		—
Subordinated debentures	35,647		35,895		—		35,895		—
Junior subordinated debentures	8,248		8,248		—		8,248		—
Interest rate contracts	6,714		6,714		—		6,714		—



	December 31, 2016
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets
Cash and due from banks	$	193,038	$	193,038	$	193,038	$	—	$	—
Interest-earning deposits with banks	31,200		31,200		31,200		—		—
Securities available for sale	2,278,577		2,278,577		800		2,277,777		—
FHLB stock	10,240		10,240		—		10,240		—
Loans held for sale	5,846		5,846		—		5,846		—
Loans	6,143,380		6,040,439		—		—		6,040,439
FDIC loss-sharing asset	3,535		867		—		—		867
Interest rate contracts	9,012		9,012		—		9,012		—
Liabilities
Deposits	$	8,059,415	$	8,055,168	$	7,653,122	$	402,046	$	—
FHLB advances	6,493		7,070		—		7,070		—
Repurchase agreements	80,822		81,131		—		81,131		—
Interest rate contracts	9,036		9,036		—		9,036		—