11. Fair Value Disclosures

FASB ASC topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC topic 820 also establishes 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:

Level 1: Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 instruments include securities traded on active exchange markets, such as the New York Stock Exchange, as well as U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets.

Level 2: Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 2 instruments include securities traded in less active dealer or broker markets.

Level 3: Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

We used the following methods and significant assumptions to estimate fair value:

Securities: Where quoted market prices are available in an active market, securities (equity securities at fair value or available for sale) are classified as Level 1 of the valuation hierarchy. Level 1 securities include certain preferred stocks included in our equity securities at fair value for which there are quoted prices in active markets (at December 31, 2018). If quoted market prices are not available for the specific security, then fair values are estimated by (1) using quoted market prices of securities with similar characteristics, (2) matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices, or (3) a discounted cash flow analysis whose significant fair value inputs can generally be verified and do not typically involve judgment by management. These securities are classified as Level 2 of the valuation hierarchy and primarily include agency securities, private label mortgage-backed securities, other asset backed securities, obligations of states and political subdivisions, trust preferred securities, corporate securities and foreign government securities.

Loans held for sale: The fair value of mortgage loans held for sale, carried at fair value is based on agency cash window loan pricing for comparable assets (recurring Level 2) and the fair value of mortgage loans held for sale, carried at the lower of cost or fair value (at December 31, 2018) is based on a quoted sales price (non-recurring Level 1).

Impaired loans with specific loss allocations based on collateral value: From time to time, certain loans are considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. We measure our investment in an impaired loan based on one of three methods: the loan’s observable market price, the fair value of the collateral or the present value of expected future cash flows discounted at the loan’s effective interest rate. Those impaired loans not requiring an allowance for loan losses represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At March 31, 2019 and December 31, 2018, all of our impaired loans were evaluated based on either the fair value of the collateral or the present value of expected future cash flows discounted at the loan’s effective interest rate. When the fair value of the collateral is based on an appraised value or when an appraised value is not available we record the impaired loan as nonrecurring Level 3. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments can be significant and thus will typically result in a Level 3 classification of the inputs for determining fair value.

Other real estate: At the time of acquisition, other real estate is recorded at fair value, less estimated costs to sell, which becomes the property’s new basis. Subsequent write-downs to reflect declines in value since the time of acquisition may occur from time to time and are recorded in net (gains) losses on other real estate and repossessed assets, which is part of non-interest expense - other in the Condensed Consolidated Statements of Operations. The fair value of the property used at and subsequent to the time of acquisition is typically determined by a third party appraisal of the property. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments can be significant and typically result in a Level 3 classification of the inputs for determining fair value.

Appraisals for both collateral-dependent impaired loans and other real estate are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by us. Once received, an independent third party, or a member of our Collateral Evaluation Department (for commercial properties), or a member of our Special Assets Group (for residential properties) reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. We compare the actual selling price of collateral that has been sold to the most recent appraised value of our properties to determine what additional adjustment, if any, should be made to the appraisal value to arrive at fair value. For commercial and residential properties we typically discount an appraisal to account for various factors that the appraisal excludes in its assumptions. These additional discounts generally do not result in material adjustments to the appraised value.

Capitalized mortgage loan servicing rights: The fair value of capitalized mortgage loan servicing rights is based on a valuation model used by an independent third party that calculates the present value of estimated net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income. Certain model assumptions are generally unobservable and are based upon the best information available including data relating to our own servicing portfolio, reviews of mortgage servicing assumption and valuation surveys and input from various mortgage servicers and, therefore, are recorded as Level 3. Management evaluates the third party valuation for reasonableness each quarter as part of our financial reporting control processes.

Derivatives: The fair value of rate-lock mortgage loan commitments is based on agency cash window loan pricing for comparable assets and the fair value of mandatory commitments to sell mortgage loans is based on mortgage backed security pricing for comparable assets (recurring Level 2). The fair value of interest rate swap and interest rate cap agreements are derived from proprietary models which utilize current market data. The significant fair value inputs can generally be observed in the market place and do not typically involve judgment by management (recurring Level 2). The fair value of purchased and written options is based on prices of financial instruments with similar characteristics and do not typically involve judgment by management (recurring Level 2).

Assets and liabilities measured at fair value, including financial assets for which we have elected the fair value option, were as follows:

			Fair Value Measurements Using
	Fair Value Measure- ments		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Un- observable Inputs (Level 3)
	(In thousands)
March 31, 2019:
Measured at Fair Value on a Recurring Basis
Assets
Securities available for sale
U.S. agency	$	18,129	$	-	$	18,129	$	-
U.S. agency residential mortgage-backed		142,038		-		142,038		-
U.S. agency commercial mortgage-backed		11,313		-		11,313		-
Private label mortgage-backed		33,092		-		33,092		-
Other asset backed		110,290		-		110,290		-
Obligations of states and political subdivisions		108,385		-		108,385		-
Corporate		34,380		-		34,380		-
Trust preferred		1,883		-		1,883		-
Foreign government		2,021		-		2,021		-
Loans held for sale, carried at fair value		43,098		-		43,098		-
Capitalized mortgage loan servicing rights		19,909		-		-		19,909
Derivatives (1)		4,705		-		4,705		-
Liabilities
Derivatives (2)		2,219		-		2,219		-

Measured at Fair Value on a Non-recurring Basis:
Assets
Impaired loans (3)
Commercial
Income producing - real estate		213		-		-		213
Land, land development & construction-real estate		106		-		-		106
Commercial and industrial		1,335		-		-		1,335
Mortgage
1-4 family		1,271		-		-		1,271
Resort lending		325		-		-		325
Home equity - 1st lien		35		-		-		35
Home equity - 2nd lien		185		-		-		185
Installment
Home equity - 1st lien		40		-		-		40
Home equity - 2nd lien		40		-		-		40
Boat lending		65		-		-		65
Recreational vehicle lending		4		-		-		4
Other		95		-		-		95
Other real estate (4)
Mortgage
1-4 family		129		-		-		129
Home equity - 2nd lien		59		-		-		59

(1)	Included in accrued income and other assets

(2)	Included in accrued expenses and other liabilities

(3)	Only includes impaired loans with specific loss allocations based on collateral value.

(4)	Only includes other real estate with subsequent write downs to fair value.

			Fair Value Measurements Using
	Fair Value Measure- ments		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Un- observable Inputs (Level 3)
	(In thousands)
December 31, 2018:
Measured at Fair Value on a Recurring Basis
Assets
Equity securities at fair value	$	393	$	393	$	-	$	-
Securities available for sale
U.S. agency		20,014		-		20,014		-
U.S. agency residential mortgage-backed		123,751		-		123,751		-
U.S. agency commercial mortgage-backed		5,726		-		5,726		-
Private label mortgage-backed		29,419		-		29,419		-
Other asset backed		83,319		-		83,319		-
Obligations of states and political subdivisions		127,555		-		127,555		-
Corporate		34,309		-		34,309		-
Trust preferred		1,819		-		1,819		-
Foreign government		2,014		-		2,014		-
Loans held for sale, carried at fair value		44,753		-		44,753		-
Capitalized mortgage loan servicing rights		21,400		-		-		21,400
Derivatives (1)		5,155		-		5,155		-
Liabilities
Derivatives (2)		2,326		-		2,326		-

Measured at Fair Value on a Non-recurring basis:
Assets
Loans held for sale, carried at the lower of cost or fair value		41,471		41,471		-		-
Impaired loans (3)
Commercial
Income producing - real estate		217		-		-		217
Land, land development & construction-real estate		106		-		-		106
Commercial and industrial		2,243		-		-		2,243
Mortgage
1-4 family		333		-		-		333
Resort lending		572		-		-		572
Other real estate (4)
Mortgage
1-4 family		95		-		-		95
Home equity - 2nd lien		59		-		-		59

(1)	Included in accrued income and other assets

(2)	Included in accrued expenses and other liabilities

(3)	Only includes impaired loans with specific loss allocations based on collateral value.

(4)	Only includes other real estate with subsequent write downs to fair value.

There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2019 and 2018.

Changes in fair values for financial assets which we have elected the fair value option for the periods presented were as follows:

	Changes in Fair Values for the Three-Month Periods Ended March 31 for Items Measured at Fair Value Pursuant to Election of the Fair Value Option
	Net Gains (Losses) on Assets						Mortgage			Total Change in Fair Values Included in Current
	Securities			Mortgage Loans			Loan Servicing, net			Period Earnings
	(In thousands)
2019
Equity securities at fair value	$	167		$	-		$	-		$	167
Loans held for sale		-			96			-			96
Capitalized mortgage loan servicing rights		-			-			(2,691	)		(2,691	)

2018
Equity securities at fair value	$	(154	)	$	-		$	-		$	(154	)
Loans held for sale		-			(153	)		-			(153	)
Capitalized mortgage loan servicing rights		-			-			1,029			1,029

For those items measured at fair value pursuant to our election of the fair value option, interest income is recorded within the Condensed Consolidated Statements of Operations based on the contractual amount of interest income earned on these financial assets and dividend income is recorded based on cash dividends received.

The following represent impairment charges recognized during the three month periods ended March 31, 2019 and 2018 relating to assets measured at fair value on a non-recurring basis:

•

Loans which are measured for impairment using the fair value of collateral for collateral dependent loans had a carrying amount of $3.7 million, which is net of a valuation allowance of $1.7 million at March 31, 2019, and had a carrying amount of $3.5 million, which is net of a valuation allowance of $1.5 million at December 31, 2018. The provision for loan losses included in our results of operations relating to impaired loans was an expense of $0.5 million and $0.1 million during the three month periods ended March 31, 2019 and 2018, respectively.

•

Other real estate, which is measured using the fair value of the property, had a carrying amount of $0.2 million which is net of a valuation allowance of $0.3 million at March 31, 2019, and a carrying amount of $0.2 million, which is net of a valuation allowance of $0.1 million, at December 31, 2018. An additional charge relating to other real estate measured at fair value of $0.12 million and $0.02 million was included in our results of operations during the three month periods ended March 31, 2019 and 2018, respectively.

A reconciliation for all assets and (liabilities) measured at fair value on a recurring basis using significant unobservable inputs (Level 3) follows:

	Capitalized Mortgage Loan Servicing Rights
	Three Months Ended March 31,
	2019			2018
	(In thousands)
Beginning balance	$	21,400		$	15,699
Total gains (losses) realized and unrealized:
Included in results of operations		(2,691	)		1,029
Included in other comprehensive income (loss)		-			-
Purchases, issuances, settlements, maturities and calls		1,200			1,055
Transfers in and/or out of Level 3		-			-
Ending balance	$	19,909		$	17,783
Amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at March 31	$	(2,691	)	$	1,029

The fair value of our capitalized mortgage loan servicing rights has been determined based on a valuation model used by an independent third party as discussed above. The significant unobservable inputs used in the fair value measurement of the capitalized mortgage loan servicing rights are discount rate, cost to service, ancillary income and float rate. Significant changes in all four of these assumptions in isolation would result in significant changes to the value of our capitalized mortgage loan servicing rights. Quantitative information about our Level 3 fair value measurements measured on a recurring basis follows:

	Asset Fair Value		Valuation Technique	Unobservable Inputs	Range			Weighted Average
	(In thousands)
March 31, 2019
Capitalized mortgage loan servicing rights	$	19,909	Present value of net	Discount rate	10.00% to 13.00		%		10.14	%
			servicing revenue	Cost to service	$	66 to $217		$	80
				Ancillary income	20 to 36				23
				Float rate		2.29	%		2.29	%

December 31, 2018
Capitalized mortgage loan servicing rights	$	21,400	Present value of net	Discount rate	10.00% to 13.00		%		10.15	%
			servicing revenue	Cost to service	$	68 to $216		$	81
				Ancillary income	20 to 36				23
				Float rate		2.57	%		2.57	%

Quantitative information about Level 3 fair value measurements measured on a non-recurring basis follows:

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

March 31, 2019
Impaired loans
Commercial(1)	$	1,654	Sales comparison approach	Adjustment for differences between comparable sales	(48.0)% to 60.0	%		(5.1	)%

Mortgage and
Installment(2)		2,060	Sales comparison approach	Adjustment for differences between comparable sales	(41.2) to 50.4			(1.9	)

Other real estate
Mortgage		188	Sales comparison approach	Adjustment for differences between comparable sales	(30.9) to 77.9			4.7

December 31, 2018
Impaired loans
Commercial(1)	$	2,566	Sales comparison approach	Adjustment for differences between comparable sales	(32.5)% to 60.0	%		(1.9	)%

Mortgage		905	Sales comparison approach	Adjustment for differences between comparable sales	(40.1) to 25.6			0.7

Other real estate
Mortgage		154	Sales comparison approach	Adjustment for differences between comparable sales	0.0 to 34.1			11.2

(1)

In addition to the valuation techniques and unobservable inputs discussed above, at March 31, 2019 and December 31, 2018, we had an impaired collateral dependent commercial relationship that totaled $0.4 million and $0.7 million, respectively that was secured by collateral other than real estate. Collateral securing this relationship primarily included accounts receivable, inventory and cash at March 31, 2019 and December 31, 2018. Valuation techniques at March 31, 2019 and December 31, 2018, included discounting financial statement values for each particular asset type. Discount rates used ranged from 5% to 97% of stated values at March 31, 2019 and 20% to 80% of stated values at December 31, 2018.

(2)

In addition to the valuation techniques and unobservable inputs discussed above, at March 31, 2019 certain impaired collateral dependent installment loans totaling approximately $0.2 million are secured by collateral other than real estate. For the majority of these loans, we apply internal discount rates to industry valuation guides.

The following table reflects the difference between the aggregate fair value and the aggregate remaining contractual principal balance outstanding for loans held for sale for which the fair value option has been elected for the periods presented.

	Aggregate Fair Value		Difference		Contractual Principal
	(In thousands)
Loans held for sale
March 31, 2019	$	43,098	$	1,353	$	41,745
December 31, 2018		44,753		1,257		43,496