Fair Value Measurements

The Company adopted ASC 820, Fair Value Measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. ASC 820 clarifies that fair value of certain assets and liabilities 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.

ASC 820 specifies 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 under ASC 820 based on these two types of inputs are as follows:


Level I:	Quoted prices are available in active markets for identical assets or liabilities as of the reported date.


Level II:	Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.


Level III:	Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

Measured on recurring basis

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 consolidated 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 I). 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 II). In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified as Level III of the valuation hierarchy.

Loans Held for Sale

Loans held for sale are carried at market value. These loans currently consist of 1-4 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 (Level II). Gains and losses on the sale of loans are recorded within income from mortgage banking activities on the consolidated statements of income.

Derivatives

Derivatives are recorded at fair value on a recurring basis. Third party vendors compile prices from various sources and may determine the fair value of identical or similar instruments by using pricing models that consider observable market data (Level II).

Mortgage Servicing Rights

The Company obtains the fair value of mortgage servicing rights from an independent valuation service. The model used by the independent service to value mortgage servicing rights incorporates inputs and assumptions such as loan characteristics, contractually specified servicing fees, prepayment speeds, delinquency rates, late charges, escrow income, other ancillary revenue, costs to service and other economic factors. Fair value estimates from the model are adjusted for recent market activity, actual experience and, when available, other observable market data (Level II).

The following tables present the balances of financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012.



	September 30, 2013
	(In thousands)
	Total		Level I		Level II		Level III
Assets:
U.S. government agencies	$	21,465	$	—	$	21,465	$	—
Obligations of states and political subdivisions	76,104		—		76,104		—
Mortgage-backed securities:
Agency	161,055		—		161,055		—
Non-agency	18,123		—		18,123		—
Other asset-backed securities	36,237		—		36,237		—
Corporate preferred stock	73		—		73		—
Corporate securities	15,321		—		14,836		485
Mortgage interest rate locks	651		—		651		—
Loans held for sale	41,855		—		41,855		—
Interest rate swaps	167		—		167		—
Mortgage servicing rights	155		—		155		—
Liabilities:
Interest rate swaps	$	326	$	—	$	326	$	—
Mortgage banking hedge instruments	613		—		613		—



	December 31, 2012
	(In thousands)
	Total		Level I		Level II		Level III
Assets:
U.S. government agencies	$	15,822	$	—	$	15,822	$	—
Obligations of states and political subdivisions	78,300		—		78,300		—
Mortgage-backed securities:
Agency	166,943		—		166,943		—
Non-agency	15,579		—		15,579		—
Other asset-backed securities	34,642		—		34,642		—
Corporate preferred stock	62		—		62		—
Corporate securities	8,109		—		8,109		—
Loans held for sale	82,114		—		82,114		—
Mortgage interest rate locks	35		—		35		—
Interest rate swaps	80		—		80		—
Liabilities:
Interest rate swap	$	541	$	—	$	541	$	—
Mortgage banking hedge instruments	39		—		39		—

The following table presents quantitative information as of September 30, 2013 related to Level III fair value measurements for financial assets measured at fair value on a recurring basis:



	Fair Value (in thousands)		Valuation Technique	Unobservable Inputs

Corporate Securities	$	485	Third party trading desk	Prices heavily influenced by unobservable market inputs.

Measured on nonrecurring basis

Certain financial assets and certain financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on a recurring basis but are subject to fair value adjustments in certain circumstances. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or impairment 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 consolidated financial statements:

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 according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan, or the fair value of the underlying collateral. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data (Level II). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over two years old, then the fair value is considered Level III. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivable collateral are based on financial statement balances or aging reports (Level III). Impaired loans allocated to the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value adjustments as a result of the evaluation process are recorded in the period incurred as provision for loan losses on the consolidated statements of income.

When collateral-dependent loans are performing in accordance with the original terms of their contract, the Company continues to use the appraisal that was done at origination as the basis for the collateral value. When collateral-dependent loans are considered non-performing, they are assessed to determine the next appropriate course of action: either foreclosure or modification with forbearance agreement. The loans would then be re-appraised prior to foreclosure or before a forbearance agreement is executed. Thereafter, collateral for loans under a forbearance agreement may be re-appraised as the circumstances warrant. This process does not vary by loan type.

The Company’s procedure to monitor the value of collateral for collateral-dependent impaired loans between the receipt of an original appraisal and an updated appraisal is to review tax assessment records when they change annually. At the time of any change in tax assessment, an appropriate adjustment is made to the appraised value. Information considered in a determination not to order an updated appraisal includes the availability and reliability of tax assessment records and any significant changes in capitalization rates for income properties since the original appraisal. Other facts and circumstances on a case by case basis may be considered relative to a decision to order or not to order an updated appraisal. If, in the judgment of management, a reliable collateral value estimate cannot be obtained by an alternative method, an updated appraisal would be obtained.

Circumstances that may warrant a re-appraisal for non-performing (impaired) loans might include foreclosure proceedings or a material adverse change in the borrower’s condition or that of the collateral underlying the loan. Examples include bankruptcy filing by the debtor or guarantors, loss of a major tenant in an income property, or a significant increase in capitalization rates for income properties. In some cases, management may decide that an updated appraisal for a non-performing loan is not necessary. In such cases, an estimate of the fair value of the collateral for the loans would be made by management by reference to current tax assessment records, the latest appraised value, and knowledge of collateral value fluctuations in a loan’s market area. If, in the judgment of management, a reliable collateral value estimate cannot be obtained by an alternative method, an updated appraisal would be obtained.

For the purpose of the evaluation of the adequacy of our allowance for loan losses, new appraisals are discounted approximately 10% for selling costs when determining the amount of the specific reserve. Thereafter, for collateral-dependent impaired loans, we consider each loan on a case-by-case basis to determine whether or not the recorded values are appropriate given current market conditions. When warranted, new appraisals are obtained. If an appraisal is less than 12 months old, the only adjustment made to appraised values is the 10% discount for selling costs. If an appraisal is older than 12 months, management will use judgment based on knowledge of current market values and specific facts surrounding any particular property to determine if an additional valuation adjustment may be necessary.

For real estate secured impaired loans, if the Company does not have an adequate appraisal a new one is ordered to determine fair value. An appraisal that would be considered adequate for real estate-secured loans is one that is less than 12 months or one that is more than 12 months old but alternative methods with which to monitor the collateral value exist, such as reference to frequently updated tax assessments. Appraisals that would be considered inadequate for real estate secured loans include appraisals older than 12 months and with a property located in a jurisdiction that does not reassess property values on a regular basis, or with a property to which substantial changes have been made since the last assessment. If the loan is secured by assets other than real estate and an appraisal is neither available nor feasible, the loan is treated as unsecured.

It is the Company’s policy to account for partially charged-off loans consistently both before and after updated appraisals are obtained. Partially charged-off loans are placed in non-accrual status and remain in that status until the borrower has made a minimum of six consecutive monthly payments on a timely basis and there is evidence that the borrower has the ability to repay the balance of the loan plus accrued interest in full. Partially charged-off loans are not automatically returned to accrual status when updated appraisals are obtained.

The following table summarizes the Company’s financial assets that were measured at fair value on a nonrecurring basis as of September 30, 2013 and December 31, 2012:



	September 30, 2013
	(In thousands)
Description	Total		Level I		Level II		Level III
Assets:
Impaired loans	$	8,305	$	—	$	3,691	$	4,614

	December 31, 2012
	(In thousands)
Description	Total		Level I		Level II		Level III
Assets:
Impaired loans	$	12,343	$	—	$	11,165	$	1,178

Other Real Estate Owned

The value of other real estate owned (“OREO”) is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data (Level II). For other real estate owned properties, the Company’s policy is to obtain “as-is” appraisals on an annual basis as opposed to “as-completed” appraisals. This approach provides current values without regard to completion of any construction or renovation that may be in process on OREO properties. Accordingly, the Company considers the valuations to be Level II valuations even though some properties may be in process of renovation or construction. If the collateral value is significantly adjusted due to differences in the comparable properties, or is discounted by the Company because of marketability or other factors, then the fair value is considered Level III. Any initial fair value adjustment is charged against the Allowance for Loan Losses. Any subsequent fair value adjustments are recorded in the period incurred and included in other non-interest expense on the consolidated statements of income.

For the purpose of OREO valuations, appraisals are discounted approximately 10% for selling and holding costs and it is the policy of the Company to obtain annual appraisals for properties held in OREO.

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



	September 30, 2013
	(In thousands)
Description	Total		Level I		Level II		Level III
Assets:
Other real estate owned	$	4,530	$	—	$	4,530	$	—

	December 31, 2012
	(In thousands)
Description	Total		Level I		Level II		Level III
Assets:
Other real estate owned	$	9,929	$	—	$	7,619	$	2,310

The following table presents quantitative information as of September 30, 2013 about Level III fair value measurements for financial assets measured at fair value on a non-recurring basis:



	Fair Value (in thousands)		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

Impaired Loans	$	4,614	Market comparables	Discount applied to market comparables ⁽¹⁾	10% - 30% (21%)

⁽¹⁾ A discount percentage is applied based on age of independent appraisals, current market conditions, and experience within the local markets.

The following table presents quantitative information as of December 31, 2012 about Level III fair value measurements for financial assets measured at fair value on a non-recurring basis:



	Fair Value (in thousands)		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

Impaired Loans	$	1,178	Discounted appraised value	Discount for selling costs and age of appraisals.	10% - 30% (21%)
Other real estate owned	$	2,310	Discounted appraised value	Discount for selling costs, construction status, and age of appraisals.	12% (12%)

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 no 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. U.S. generally accepted accounting principles excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair 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 Cash Equivalents

For those cash equivalents, the carrying amount is a reasonable estimate of fair value.

Loans, Net and Loans Held for Sale

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair value is estimated by discounting future cash flows using current market inputs at which loans with similar terms and qualities would be made to borrowers of similar credit quality. Where quoted market prices were available, primarily for certain residential mortgage loans, such market rates were utilized as estimates for fair value. (See "Impaired Loans" above for a discussion of valuation methodologies for loans considered to be impaired.)

Bank Owned Life Insurance

The carrying amount of bank owned life insurance is a reasonable estimate of fair value.

Accrued Interest Receivable and Payable

The carrying amounts of accrued interest approximate fair values.

Deposits

The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. For all other deposits, the fair value is determined using the discounted cash flow method. The discount rate used is equal to the rate currently offered on similar products.

Securities Sold Under Agreements to Repurchase and Short-Term Borrowings

The carrying amounts approximate fair values.

FHLB Borrowings, Long-Term Borrowings and Subordinated Notes

For variable rate long-term debt, fair values are based on carrying values. For fixed rate debt, fair values are estimated based on observable market prices and discounted cash flow analysis using interest rates for borrowings of similar remaining maturities and characteristics. The fair values of the Company's Subordinated Debentures are estimated using discounted cash flow analysis based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

Off-Balance-Sheet Financial Instruments

The fair value of commitments to extend credit 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 standby 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. At September 30, 2013 and December 31, 2012, the fair values of loan commitments and standby letters of credit were deemed immaterial; therefore, they have not been included in the table below.

Fair Value of Financial Instruments

The estimated fair values, and related carrying amounts, of the Company's financial instruments as of September 30, 2013 are as follows:



					September 30, 2013
					Fair value measurements using:
	Carrying Amount		Total Fair Value		Level I		Level II		Level III
	(In thousands)
Financial assets:
Cash and cash equivalents	$	62,645	$	62,645	$	62,645	$	—	$	—
Securities	328,378		328,378		—		327,893		485
Loans held for sale	41,855		41,855		—		41,855		—
Net portfolio loans	702,724		716,046		—		3,691		712,355
Bank owned life insurance	16,851		16,851		—		16,851		—
Accrued interest receivable	3,924		3,924		—		3,924		—
Mortgage interest rate locks	651		651		—		651		—
Interest rate swaps	167		167		—		167		—
Mortgage servicing rights	155		155		—		155		—

Financial liabilities:
Deposits	$	958,566	$	961,035	$	—	$	961,035	$	—
Securities sold under agreements to repurchase	35,005		35,005		—		35,005		—
Short-term borrowings	5,451		5,451		—		5,451		—
FHLB borrowings	85,000		85,862		—		85,862		—
Subordinated notes	5,155		5,207		—		5,207		—
Accrued interest payable	527		527		—		527		—
Interest rate swaps	326		326		—		312		—
Mortgage banking hedge instruments	613		613		—		613		—

The estimated fair values, and related carrying amounts, of the Company's financial instruments at December 31, 2012 are as follows:



					December 31, 2012
					Fair value measurements using:
	Carrying Amount		Total Fair Value		Level I		Level II		Level III
	(In thousands)
Financial assets:
Cash and cash equivalents	$	54,415	$	54,415	$	54,415	$	—	$	—
Securities	319,457		319,457		—		319,457		—
Loans held for sale	82,114		82,114		—		82,114		—
Net portfolio loans	695,166		716,358		—		1,178		715,180
Bank owned life insurance	16,484		16,484		—		16,484		—
Accrued interest receivable	3,974		3,974		—		3,974		—
Mortgage interest rate locks	35		35		—		35		—
Interest rate swaps	80		80		—		80		—

Financial liabilities:
Deposits	$	981,900	$	984,682	$	—	$	984,682	$	—
Securities sold under agreements to repurchase	33,975		33,975		—		33,975		—
Short-term borrowings	11,873		11,873		—		11,873		—
FHLB borrowings	72,912		78,912		—		78,912		—
Subordinated notes	5,155		5,221		—		5,221		—
Accrued interest payable	654		654		—		654		—
Interest rate swaps	541		541		—		541		—
Mortgage banking hedge instruments	39		39		—		39		—

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company's financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company's overall interest rate risk.