Note

. Fair Value

Financial Instruments Measured at Fair Value

The following discussion describes the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments under the valuation hierarchy.

Assets and Liabilities Reported at Fair Value on a Recurring Basis

Available-for-Sale Debt Securities

. Debt securities available for sale are reported at fair value on a recurring basis. The fair value of Level

securities is based on quoted market prices in active markets, if available. 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 primarily derived from or corroborated by observable market data. Level

securities use fair value measurements from independent pricing services obtained by the Company. These fair value measurements consider observable data that

may

include dealer quotes, market spreads, cash flows, the Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and bond terms and conditions. The Company’s Level

securities include U.S. Agency and Treasury securities, municipal securities, and mortgage-backed securities. Securities are based on Level

inputs when there is limited activity or less transparency to the valuation inputs. In the absence of observable or corroborated market data, internally developed estimates that incorporate market-based assumptions are used when such information is available.

Fair value models

may

be required when trading activity has declined significantly or does

not

exist, prices are

not

current, or pricing variations are significant. For Level

securities, the Company obtains the cash flow of specific securities from

third

parties that use modeling software to determine cash flows based on market participant data and knowledge of the structures of each individual security. The fair values of Level

securities are determined by applying proper market observable discount rates to the cash flow derived from

third

-party models. Discount rates are developed by determining credit spreads above a benchmark rate, such as LIBOR, and adding premiums for illiquidity, which are based on a comparison of initial issuance spread to LIBOR versus a financial sector curve for recently issued debt to LIBOR. Securities with increased uncertainty about the receipt of cash flows are discounted at higher rates due to the addition of a deal specific credit premium based on assumptions about the performance of the underlying collateral. Finally, internal fair value model pricing and external pricing observations are combined by assigning weights to each pricing observation. Pricing is reviewed for reasonableness based on the direction of specific markets and the general economic indicators.

Equity Securities.

Equity securities are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheets. The Company uses Level

inputs to value equity securities that are traded in active markets. Equity securities that are

not

actively traded are classified in Level

Loans Held for Investment

. Loans held for investment are reported at fair value using the exit price notion, which is derived from

third

-party models. Loans related to fair value hedges are recorded at fair value on a recurring basis.

Deferred Compensation Assets and Liabilities

. Securities held for trading purposes are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheets. These securities include assets related to employee deferred compensation plans, which are generally invested in Level

equity securities. The liability associated with these deferred compensation plans is carried at the fair value of the obligation to the employee, which corresponds to the fair value of the invested assets.

Derivative Assets and Liabilities

. Derivatives are recorded at fair value on a recurring basis. The Company obtains dealer quotes, Level

inputs, based on observable data to value derivatives.

The following tables summarize financial assets and liabilities recorded at fair value on a recurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

	December 31, 2019
	Total		Fair Value Measurements Using
(Amounts in thousands)	Fair Value		Level 1		Level 2		Level 3
Available-for-sale debt securities
U.S. Agency securities	$	5,034	$	-	$	5,034	$	-
Municipal securities		86,878		-		86,878		-
Mortgage-backed Agency securities		77,662		-		77,662		-
Total available-for-sale debt securities		169,574		-		169,574		-
Equity securities		55		55		-		-
Fair value loans		10,358		-		-		10,358
Deferred compensation assets		3,990		3,990		-		-
Deferred compensation liabilities		3,990		3,990		-		-
Derivative liabilities		510		-		510		-

	December 31, 2018
	Total		Fair Value Measurements Using
(Amounts in thousands)	Fair Value		Level 1		Level 2		Level 3
Available-for-sale debt securities
U.S. Agency securities	$	1,113	$	-	$	1,113	$	-
U.S. Treasury securities		19,960		-		19,960		-
Municipal securities		97,289		-		97,289		-
Mortgage-backed Agency securities		34,754		-		34,754		-
Total available-for-sale debt securities		153,116		-		153,116		-
Equity securities		55		55		-		-
Fair value loans		5,412		-		-		5,412
Deferred compensation assets		3,527		3,527		-		-
Derivative assets		12		-		12		-
Deferred compensation liabilities		3,527		3,527		-		-

Changes in Level

Fair Value Measurements

The following table presents the changes in Level

assets recorded at fair value on a recurring basis during the period indicated:

	Assets
(Amounts in thousands)
Balance January 1, 2018	$	-
Transfer of certain loans into Level 3		5,739
Changes in fair value		1
Changes due to principal reduction		(328	)
Balance December 31, 2018	$	5,412

Balance January 1, 2019	$	5,412
Transfer of certain loans into Level 3 (Highlands acquisition)		5,439
Changes in fair value		(230	)
Changes due to principal reduction		(263	)
Balance December 31, 2019	$	10,358

In according with the adoption of ASU

2016

01,

the Company began measuring the fair value of loans held for investment using an exit price notion in

2018.

Prior to

2018,

loans held for investment were reported at fair value using discounted future cash flows that apply current interest rates for loans with similar terms and borrower credit quality. As a result of using the exit price, certain loans were transferred from Level

into Level

of the fair value hierarchy during the year ended

December 31, 2018.

transfers into or out of Level

of the fair value hierarchy occurred during the year ended

December 31, 2018.

Assets Measured at Fair Value on a Nonrecurring Basis

Impaired Loans

. Impaired loans are recorded at fair value on a nonrecurring basis when repayment is expected solely from the sale of the loan’s collateral. Fair value is based on appraised value adjusted for customized discounting criteria, Level

inputs.

The Company maintains an active and robust problem credit identification system. The impairment review includes obtaining

third

-party collateral valuations to help management identify potential credit impairment and determine the amount of impairment to record. The Company’s Special Assets staff manages and monitors all impaired loans. Internal collateral valuations are generally performed within

two

four

weeks of identifying the initial potential impairment. The internal valuation compares the original appraisal to current local real estate market conditions and considers experience and expected liquidation costs. The Company typically receives a

third

-party valuation within

thirty

forty-five

days of completing the internal valuation. When a

third

-party valuation is received, it is reviewed for reasonableness. Once the valuation is reviewed and accepted, discounts are applied to fair market value, based on, but

not

limited to, our historical liquidation experience for like collateral, resulting in an estimated net realizable value. The estimated net realizable value is compared to the outstanding loan balance to determine the appropriate amount of specific impairment reserve.

Specific reserves are generally recorded for impaired loans while

third

-party valuations are in process and for impaired loans that continue to make some form of payment. While waiting to receive the

third

-party appraisal, the Company regularly reviews the relationship to identify any potential adverse developments and begins the tasks necessary to gain control of the collateral and prepare it for liquidation, including, but

not

limited to, engagement of counsel, inspection of collateral, and continued communication with the borrower. Generally, the only difference between the current appraised value, less liquidation costs, and the carrying amount of the loan, less the specific reserve, is any downward adjustment to the appraised value that the Company deems appropriate, such as the costs to sell the property. Impaired loans that do

not

meet certain criteria and do

not

have a specific reserve have typically been written down through partial charge-offs to net realizable value. Based on prior experience, the Company rarely returns loans to performing status after they have been partially charged off. Credits identified as impaired move quickly through the process towards ultimate resolution, except in cases involving bankruptcy and various state judicial processes that

may

extend the time for ultimate resolution.

OREO

. OREO is recorded at fair value on a nonrecurring basis using Level

inputs. The Company calculates the fair value of OREO from current or prior appraisals that have been adjusted for valuation declines, estimated selling costs, and other proprietary qualitative adjustments that are deemed necessary.

The following tables present assets measured at fair value on a nonrecurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

	December 31, 2019
	Total		Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
(Amounts in thousands)
Impaired loans, non-covered	$	1,828	$	-	$	-	$	1,828
OREO, non-covered		3,969		-		-		3,969

	December 31, 2018
	Total		Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
(Amounts in thousands)
Impaired loans, non-covered	$	3,618	$	-	$	-	$	3,618
OREO, non-covered		3,806		-		-		3,806
OREO, covered		32		-		-		32

Quantitative Information about Level

Fair Value Measurements

The following table provides quantitative information for assets measured at fair value on a nonrecurring basis using Level

valuation inputs as of the dates indicated:

	Valuation	Unobservable	Discount Range (Weighted Average)
	Technique	Input	December 31, 2019				December 31, 2018

Impaired loans, non-covered	Discounted appraisals (1)	Appraisal adjustments (2)	22%	to	36%	(26%)	15%	to	100%	(29%)
OREO, non-covered	Discounted appraisals (1)	Appraisal adjustments (2)	15%	to	100%	(8%)	1%	to	81%	(31%)
OREO, covered	Discounted appraisals (1)	Appraisal adjustments (2)		N/A			49%	to	49%	(49%)

( 1 )		Fair value is generally based on appraisals of the underlying collateral.
( 2 )		Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and proprietary qualitative adjustments.

The following tables present the carrying amounts and fair values of financial instruments, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

	December 31, 2019
	Carrying				Fair Value Measurements Using
(Amounts in thousands)	Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	217,009	$	217,009	$	217,009	$	-	$	-
Debt securities available for sale		169,574		169,574		-		169,574		-
Equity securities		55		55		55		-		-
Loans held for sale		263		263						263
Loans held for investment, net of allowance		2,096,035		2,068,257		-		-		2,068,257
FDIC indemnification asset		2,883		1,201		-		-		1,201
Interest receivable		6,677		6,677		-		6,677		-
Deferred compensation assets		3,990		3,990		3,990		-		-

Liabilities
Time deposits		515,622		512,134		-		512,134		-
Securities sold under agreements to repurchase		1,601		1,601		-		1,601		-
Interest payable		472		472		-		472		-
Deferred compensation liabilities		3,990		3,990		3,990		-		-
Derivative liabilities		510		510		-		510		-

	December 31, 2018
	Carrying				Fair Value Measurements Using
(Amounts in thousands)	Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	76,873	$	76,873	$	76,873	$	-	$	-
Debt securities available for sale		153,116		153,116		-		153,116		-
Debt securities held to maturity		25,013		24,990		-		24,990		-
Equity securities		55		55		55		-		-
Loans held for investment, net of allowance		1,756,817		1,720,114		-		-		1,720,114
FDIC indemnification asset		5,108		2,565		-		-		2,565
Interest receivable		5,481		5,481		-		5,481		-
Derivative financial assets		12		12		-		12		-
Deferred compensation assets		3,527		3,527		3,527		-		-

Liabilities
Time deposits		445,661		436,018		-		436,018		-
Securities sold under agreements to repurchase		29,370		29,389		-		29,389		-
Interest payable		618		618		-		618		-
Deferred compensation liabilities		3,527		3,527		3,527		-		-