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Fair Value Disclosures | 12 Months Ended
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Dec. 31, 2018
Fair Value Disclosures [Abstract] |
Fair Value Disclosures | NOTE 15 - Fair Value Disclosures Fair value is the exchange price that would be received for an asset or paid to transfer a liability (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. There are three levels of inputs that may be used to measure fair values: Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value on a recurring basis are summarized in the table below.
(Dollars in thousands) |  | Fair Value Measurements Using |  |  | Total |
December 31, 2018 |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Fair Value |
Assets measured at fair value on a recurring basis |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities available for sale |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Government agency obligations |  | $ | — |  |  | $ | 92,648 |  |  | $ | — |  |  | $ | 92,648 |
U.S. Treasury notes |  |  | — |  |  |  | 1,932 |  |  |  | — |  |  |  | 1,932 |
Mortgage-backed securities, residential |  |  | — |  |  |  | 39,736 |  |  |  | — |  |  |  | 39,736 |
Asset backed securities |  |  | — |  |  |  | 10,145 |  |  |  | — |  |  |  | 10,145 |
State and municipal |  |  | — |  |  |  | 118,451 |  |  |  | — |  |  |  | 118,451 |
Corporate bonds |  |  | — |  |  |  | 68,787 |  |  |  | — |  |  |  | 68,787 |
SBA pooled securities |  |  | — |  |  |  | 4,724 |  |  |  | — |  |  |  | 4,724 |
|  | $ | — |  |  | $ | 336,423 |  |  | $ | — |  |  | $ | 336,423 |
Equity securities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mutual fund |  | $ | 5,044 |  |  | $ | — |  |  | $ | — |  |  | $ | 5,044 |
Loans held for sale |  | $ | — |  |  | $ | 2,106 |  |  | $ | — |  |  | $ | 2,106 |
Liabilities measured at fair value on a recurring basis |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
ICC Contingent consideration |  | $ | — |  |  | $ | — |  |  | $ | 20,745 |  |  | $ | 20,745 |
(Dollars in thousands) |  | Fair Value Measurements Using |  |  | Total |
December 31, 2017 |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Fair Value |
Securities available for sale |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Government agency obligations |  | $ | — |  |  | $ | 109,890 |  |  | $ | — |  |  | $ | 109,890 |
U.S. Treasury notes |  |  | — |  |  |  | 1,934 |  |  |  | — |  |  |  | 1,934 |
Mortgage-backed securities, residential |  |  | — |  |  |  | 33,663 |  |  |  | — |  |  |  | 33,663 |
Asset backed securities |  |  | — |  |  |  | 11,845 |  |  |  | — |  |  |  | 11,845 |
State and municipal |  |  | — |  |  |  | 74,391 |  |  |  | — |  |  |  | 74,391 |
Corporate bonds |  |  | — |  |  |  | 15,320 |  |  |  | — |  |  |  | 15,320 |
SBA pooled securities |  |  | — |  |  |  | 3,560 |  |  |  | — |  |  |  | 3,560 |
|  | $ | — |  |  | $ | 250,603 |  |  | $ | — |  |  | $ | 250,603 |
Equity securities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mutual fund |  | $ | 5,006 |  |  | $ | — |  |  | $ | — |  |  | $ | 5,006 |
There were no liabilities measured at fair value on a recurring basis at December 31, 2017. The Company used the following methods and assumptions to estimate fair value of financial instruments that are measured at fair value on a recurring basis: Securities available for sale – The fair values of debt securities available for sale are determined by third party matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). Equity securities – The fair values of equity securities are determined based on quoted market prices in active markets and are classified in Level 1 of the valuation hierarchy. Loans held for sale – Loans held for sale represent mortgage loan originations intended to be sold in the secondary market. The fair value of loans held for sale is determined using commitments on hand from investors or prevailing market prices and are classified in Level 2 of the valuation hierarchy. ICC contingent consideration – The fair value of the ICC contingent consideration is based on a proprietary index designed to approximate the rise and fall of transportation invoice prices subsequent to acquisition and is correlated to monthly movements in average invoice prices historically experienced by ICC. The fair value is classified in Level 3 of the valuation hierarchy. ICC contingent consideration was initially recorded with an acquisition date fair value of $20,000,000. Subsequent to acquisition, the contingent consideration increased in fair value by $745,000 to a fair value of $20,745,000 at December 31, 2018. There were no disposals of contingent consideration during the period. At the end of a 30 month earnout period, a final average index price will be calculated and the contingent consideration will be settled in cash based on the final average index price. There were no transfers between levels for the years ended December 31, 2018 and 2017. Assets measured at fair value on a non-recurring basis are summarized in the table below. There were no liabilities measured at fair value on a non-recurring basis at December 31, 2018 and 2017.
(Dollars in thousands) |  | Fair Value Measurements Using |  |  | Total |
December 31, 2018 |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Fair Value |
Impaired loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial real estate |  | $ | — |  |  | $ | — |  |  | $ | 5,123 |  |  | $ | 5,123 |
Construction, land development, land |  |  | — |  |  |  | — |  |  |  | 70 |  |  |  | 70 |
1-4 family residential properties |  |  | — |  |  |  | — |  |  |  | 100 |  |  |  | 100 |
Farmland |  |  | — |  |  |  | — |  |  |  | 842 |  |  |  | 842 |
Commercial |  |  | — |  |  |  | — |  |  |  | 3,277 |  |  |  | 3,277 |
Factored receivables |  |  | — |  |  |  | — |  |  |  | 4,791 |  |  |  | 4,791 |
Consumer |  |  | — |  |  |  | — |  |  |  | 41 |  |  |  | 41 |
PCI |  |  | — |  |  |  | — |  |  |  | 67 |  |  |  | 67 |
Other real estate owned (1): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial |  |  | — |  |  |  | — |  |  |  | 1,095 |  |  |  | 1,095 |
|  | $ | — |  |  | $ | — |  |  | $ | 15,406 |  |  | $ | 15,406 |
(Dollars in thousands) |  | Fair Value Measurements Using |  |  | Total |
December 31, 2017 |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Fair Value |
Impaired loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial real estate |  | $ | — |  |  | $ | — |  |  | $ | 42 |  |  | $ | 42 |
1-4 family residential properties |  |  | — |  |  |  | — |  |  |  | 85 |  |  |  | 85 |
Commercial |  |  | — |  |  |  | — |  |  |  | 7,785 |  |  |  | 7,785 |
Factored receivables |  |  | — |  |  |  | — |  |  |  | 3,777 |  |  |  | 3,777 |
Consumer |  |  | — |  |  |  | — |  |  |  | 191 |  |  |  | 191 |
Other real estate owned (1): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial |  |  | — |  |  |  | — |  |  |  | 138 |  |  |  | 138 |
Construction, land development, land |  |  | — |  |  |  | — |  |  |  | 202 |  |  |  | 202 |
|  | $ | — |  |  | $ | — |  |  | $ | 12,220 |  |  | $ | 12,220 |
(1) Represents the fair value of OREO that was adjusted subsequent to its initial classification as OREO. As of December 31, 2018 and 2017, the only Level 3 assets with material unobservable inputs are associated with impaired loans and OREO. Impaired Loans with Specific Allocation of ALLL A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due pursuant to the contractual terms of the loan agreement. Impairment is measured by estimating the fair value of the loan based on the present value of expected cash flows, the market price of the loan, or the underlying fair value of the loan’s collateral. For real estate loans, fair value of the impaired loan’s collateral is determined by third party appraisals, which are then adjusted for the estimated selling and closing costs related to liquidation of the collateral. For this asset class, the actual valuation methods (income, sales comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales comparable method while construction is based on the income and/or sales comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods being the predominant approach. The Company reviews the third party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value. For non-real estate loans, fair value of the impaired loan’s collateral may be determined using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business. OREO OREO is primarily comprised of real estate acquired in partial or full satisfaction of loans. OREO is recorded at its estimated fair value less estimated selling and closing costs at the date of transfer, with any excess of the related loan balance over the fair value less expected selling costs charged to the ALLL. Subsequent changes in fair value are reported as adjustments to the carrying amount and are recorded against earnings. The Company outsources the valuation of OREO with material balances to third party appraisers. For this asset class, the actual valuation methods (income, sales comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales comparable method while construction is based on the income and/or sales comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods being the predominant approach. The Company reviews the third party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value. The estimated fair values of the Company’s financial instruments not measured at fair value on a recurring or non-recurring basis were as follows:
|  | December 31, 2018 |
|  | Carrying |  |  | Fair Value Measurements Using |  |  | Total |
(Dollars in thousands) |  | Amount |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Fair Value |
Financial assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 234,939 |  |  | $ | 234,939 |  |  | $ | — |  |  | $ | — |  |  | $ | 234,939 |
Securities - held to maturity |  |  | 8,487 |  |  |  | — |  |  |  | — |  |  |  | 7,326 |  |  |  | 7,326 |
Loans not previously presented, gross |  |  | 3,589,676 |  |  |  | — |  |  |  | — |  |  |  | 3,505,724 |  |  |  | 3,505,724 |
FHLB stock |  |  | 15,943 |  |  | N/A |  |  | N/A |  |  | N/A |  |  | N/A |
Accrued interest receivable |  |  | 19,094 |  |  |  | 19,094 |  |  |  | — |  |  |  | — |  |  |  | 19,094 |
Financial liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  |  | 3,450,349 |  |  |  | — |  |  |  | 3,440,570 |  |  |  | — |  |  |  | 3,440,570 |
Customer repurchase agreements |  |  | 4,485 |  |  |  | — |  |  |  | 4,485 |  |  |  | — |  |  |  | 4,485 |
Federal Home Loan Bank advances |  |  | 330,000 |  |  |  | — |  |  |  | 330,000 |  |  |  | — |  |  |  | 330,000 |
Subordinated notes |  |  | 48,929 |  |  |  | — |  |  |  | 50,500 |  |  |  | — |  |  |  | 50,500 |
Junior subordinated debentures |  |  | 39,083 |  |  |  | — |  |  |  | 40,808 |  |  |  | — |  |  |  | 40,808 |
Accrued interest payable |  |  | 6,722 |  |  |  | 6,722 |  |  |  | — |  |  |  | — |  |  |  | 6,722 |
|  | December 31, 2017 |
|  | Carrying |  |  | Fair Value Measurements Using |  |  | Total |
(Dollars in thousands) |  | Amount |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Fair Value |
Financial assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 134,129 |  |  | $ | 134,129 |  |  | $ | — |  |  | $ | — |  |  | $ | 134,129 |
Securities - held to maturity |  |  | 8,557 |  |  |  | — |  |  |  | — |  |  |  | 7,527 |  |  |  | 7,527 |
Loans not previously presented, net |  |  | 2,780,228 |  |  |  | — |  |  |  | — |  |  |  | 2,800,362 |  |  |  | 2,800,362 |
Loans included in assets held for sale, net |  |  | 68,668 |  |  |  | — |  |  |  | — |  |  |  | 69,268 |  |  |  | 69,268 |
FHLB stock |  |  | 16,006 |  |  | N/A |  |  | N/A |  |  | N/A |  |  | N/A |
Accrued interest receivable |  |  | 15,517 |  |  |  | 15,517 |  |  |  | — |  |  |  | — |  |  |  | 15,517 |
Financial liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  |  | 2,621,348 |  |  |  | — |  |  |  | 2,616,034 |  |  |  | — |  |  |  | 2,616,034 |
Customer repurchase agreements |  |  | 11,488 |  |  |  | — |  |  |  | 11,488 |  |  |  | — |  |  |  | 11,488 |
Federal Home Loan Bank advances |  |  | 365,000 |  |  |  | — |  |  |  | 365,000 |  |  |  | — |  |  |  | 365,000 |
Subordinated notes |  |  | 48,828 |  |  |  | — |  |  |  | 52,310 |  |  |  | — |  |  |  | 52,310 |
Junior subordinated debentures |  |  | 38,623 |  |  |  | — |  |  |  | 41,563 |  |  |  | — |  |  |  | 41,563 |
Accrued interest payable |  |  | 3,323 |  |  |  | 3,323 |  |  |  | — |  |  |  | — |  |  |  | 3,323 |
For those financial instruments not previously described, the following methods and assumptions were used by the Company in estimating the fair values of financial instruments as disclosed herein: Cash and Cash Equivalents For financial instruments with a shorter term or with no stated maturity, prevailing market rates, and limited credit risk, the carrying amounts approximate fair value and are considered a Level 1 classification. Securities held to maturity The fair values of the Company’s investments in the subordinated notes of Trinitas IV, Trinitas V, and Trinitas VI classified as securities held to maturity are determined based on the securities’ discounted projected future cash flows (net present value), resulting in a Level 3 classification. The fair values of the Company’s other securities held to maturity at December 31, 2016 were determined by third party matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities, resulting in a Level 2 classification. There were no such securities held at December 31, 2017. Loans Loans include loans held for investment and loans included in assets held for sale. Loans exclude impaired loans previously described above. For variable rate loans that reprice frequently and have no significant changes in credit risk, excluding previously presented impaired loans measured at fair value on a non-recurring basis, fair values are based on carrying values. Fair values for fixed rate loans are estimated using discounted cash flow analyses. In accordance with ASU 2016-01, which was adopted effective January 1, 2018, the discount rates used to determine the fair value of loans at December 31, 2018 use interest rate spreads that reflect factors such as liquidity, credit, and nonperformance risk of the loans. The discount rates used to determine the fair value of loans at December 31, 2017 were based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loans are considered a Level 3 classification. FHLB stock FHLB stock is restricted to member banks and there are restrictions placed on its transferability. As a result, the fair value of FHLB stock was not practicable to determine. Deposits The fair values disclosed for demand deposits and non-maturity transaction accounts are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts) and are considered a Level 2 classification. Fair values for fixed rate time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on time deposits to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification. Customer repurchase agreements The carrying amount of customer repurchase agreements approximates fair value due to their short term nature. The customer repurchase agreement fair value is considered a Level 2 classification. Federal Home Loan Bank advances The Company’s FHLB advances have variable rates or a maturity of less than three months and therefore fair value materially approximates carrying value and is considered a Level 2 classification. Subordinated notes The subordinated notes were valued based on quoted market prices, but due to limited trading activity for the subordinated notes in these markets, the subordinated notes are considered a Level 2 classification. Junior subordinated debentures The junior subordinated debentures were valued by discounting future cash flows using current interest rates for similar financial instruments, resulting in a Level 2 classification. Accrued Interest Receivable and Accrued Interest Payable The carrying amounts of accrued interest receivable and accrued interest payable approximate their fair values given the short term nature of the receivables and are considered a Level 1 classification.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -URI http://asc.fasb.org/topic&trid=2155941 + Details
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