FAIR VALUE MEASUREMENTS

Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date reflecting assumptions that a market participant would use when pricing an asset or liability. There are three levels of inputs that may be used to measure fair value. The fair value inputs of the instruments are classified and disclosed in one of the following categories pursuant to ASC 820:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The quoted price shall not be adjusted for any blockage factor (i.e., size of the position relative to trading volume).

Level 2 - Pricing inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies, including the use of pricing matrices. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 - Pricing inputs are unobservable for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The Company uses the following methods and assumptions in estimating fair value disclosures for financial instruments. Financial assets and liabilities recorded at fair value on a recurring and non-recurring basis are listed as follows:

Securities Available for Sale

The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a 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).

The fair values of the Company’s Level 3 securities available for sale were measured using an income approach valuation technique. The primary inputs and assumptions used in the fair value measurement were derived from the securities’ underlying collateral which included discount rates, prepayment speeds, payment delays, and an assessment of the risk of default of the underlying collateral, among other factors. Significant increases or decreases in any of the inputs or assumptions would result in a significant increase or decrease in the fair value measurement.

Equity Investments With Readily Determinable Fair Value

The fair value of the Company’s equity investments with readily determinable fair value is comprised of mutual funds and equity stock. The fair value for these investments is obtained from unadjusted quoted prices in active markets on the date of measurement and is therefore classified as Level 1.

Interest Rate Swaps

The Company offers interest rate swaps to certain loan customers to allow them to hedge the risk of rising interest rates on their variable rate loans. The Company originates a variable rate loan and enters into a variable-to-fixed interest rate swap with the customer. The Company also enters into an offsetting swap with a correspondent bank. These back-to-back agreements are intended to offset each other and allow the Company to originate a variable rate loan, while providing a contract for fixed interest payments for the customer. The net cash flow for the Company is equal to the interest income received from a variable rate loan originated with the customer. The fair value of these derivatives is based on a discounted cash flow approach. Due to the observable nature of the inputs used in deriving the fair value of these derivative contracts, the valuation of interest rate swaps is classified as Level 2.

Mortgage Banking Derivatives

Mortgage banking derivative instruments consist of interest rate lock commitments and forward sale contracts that trade in liquid markets. The fair value is based on the prices available from third party investors. Due to the observable nature of the inputs used in deriving the fair value, the valuation of mortgage banking derivatives are classified as Level 2.

Impaired Loans

The fair values of impaired loans are generally measured for impairment using the practical expedients permitted by FASB ASC 310-10-35 including impaired loans measured at an observable market price (if available), or at the fair value of the loan’s collateral (if the loan is collateral dependent). Fair value of the loan’s collateral, when the loan is dependent on collateral, is determined by appraisals or independent valuation, less costs to sell of 8.5%. Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and income approach. Adjustment may be made in the appraisal process by the independent appraiser to adjust for differences between the comparable sales and income data available for similar loans and the underlying collateral. For commercial and industrial and asset backed loans, independent valuations may include a 20-60% discount for accounts receivable and a 50-70% discount for inventory. These result in a Level 3 classification.

OREO

OREO is fair valued at the time the loan is foreclosed upon and the asset is transferred to OREO. The value is based primarily on third party appraisals, less costs to sell of 8.5% and result in a Level 3 classification of the inputs for determining fair value. OREO is reviewed and evaluated on at least an annual basis for additional impairment and adjusted to lower of cost or market accordingly, based on the same factors identified above.

Loans Held for Sale

Loans held for sale are carried at the lower of cost or fair value, as determined by outstanding commitments from investors, or based on recent comparable sales (Level 2 inputs), if available, and if not available, are based on discounted cash flows using current market rates applied to the estimated life and credit risk (Level 3 inputs) or may be assessed based upon the fair value of the collateral which is obtained from recent real estate appraisals (Level 3 inputs). These appraisals may utilize a single valuation approach or a combination of approaches including the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in Level 3 classification of the inputs for determining fair value.

Assets and liabilities measured at fair value on a recurring basis are summarized below:



			Fair Value Measurements at the End of the Reporting Period Using
	December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Assets:
Securities available for sale:
U.S. Government agency and U.S. Government sponsored enterprises:
Collateralized mortgage obligations	$	895,122	$	—	$	895,122	$	—
Mortgage-backed securities:
Residential	402,605		—		402,605		—
Commercial	469,126		—		469,126		—
Corporate securities	3,826		—		3,826		—
Municipal securities	75,586		—		74,527		1,059
Equity investments with readily determinable fair value	23,405		23,405		—		—
Interest rate swaps	7,059		—		7,059		—
Mortgage banking derivatives	10		—		10		—

Liabilities:
Interest rate swaps	7,059		—		7,059		—
Mortgage banking derivatives	3		—		3		—



			Fair Value Measurements at the End of the Reporting Period Using
	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Assets:
Securities available for sale:
U.S. Government agency and U.S. Government sponsored enterprises:
Collateralized mortgage obligations	$	838,709	$	—	$	838,709	$	—
Mortgage-backed securities:
Residential	471,214		—		471,214
Commercial	301,365		—		301,365
Corporate securities	4,475		—		4,475		—
Municipal securities	82,537		—		81,429		1,108
Mutual funds	21,957		21,957		—		—
Interest rate swaps	4,506		—		4,506		—
Mortgage banking derivatives	33		—		33		—

Liabilities:
Interest rate swaps	4,506		—		4,506		—
Mortgage banking derivatives	5		—		5		—

There were no transfers between Level 1, 2, and 3 during the period ended December 31, 2018 and 2017.

The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2018 and 2017:



	For the year ended December 31,
	2018			2017
	(Dollars in thousands)
Beginning Balance, January 1	$	1,108		$	1,139
Total losses included in other comprehensive income	(49		)	(31		)
Ending Balance, December 31	$	1,059		$	1,108

The Company measures certain assets at fair value on a non-recurring basis including impaired loans (excluding PCI loans), loans held for sale, and OREO. These fair value adjustments result from impairments recognized during the period, application of the lower of cost or fair value on loans held for sale, and the application of fair value less cost to sell on OREO. Assets measured at fair value on a non-recurring basis at December 31, 2018 and 2017 are summarized below:



			Fair Value Measurements at the End of the Reporting Period Using
	December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Assets:
Impaired loans at fair value:
Real estate loans	$	9,379	$	—	$	—	$	9,379
Commercial business	9,951		—		—		9,951
Consumer	66		—		—		66
Other real estate owned	5,659		—		—		5,659



			Fair Value Measurements at the End of the Reporting Period Using
	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Assets:
Impaired loans at fair value:
Real estate loans	$	6,086	$	—	$	—	$	6,086
Commercial business	3,320		—		—		3,320
Consumer	84		—		—		84
Other real estate owned	5,615		—		—		5,615

For assets measured at fair value on a non-recurring basis, the total net (losses) gains which include charge offs, recoveries, specific reserves, and gains and losses on sales recognized in 2018 and 2017 are summarized below:



	Year Ended December 31,
	2018			2017
	(Dollars in thousands)
Assets:
Impaired loans at fair value:
Real estate loans	$	(4,511	)	$	(2,552	)
Commercial business	(322		)	(5,424		)
Trade finance	(364		)	(1,187		)
Consumer	(1,155		)	(912		)
Loans held for sale, net	—			12
Other real estate owned	823			(1,962		)

Fair Value of Financial Instruments

Carrying amounts and estimated fair values of financial instruments, not previously presented, at December 31, 2018 and December 31, 2017 were as follows:



	December 31, 2018
	Carrying Amount		Estimated Fair Value		Fair Value Measurement
	(Dollars in thousands)
Financial Assets:
Cash and cash equivalents	$	459,606	$	459,606	Level 1
Interest bearing deposits in other financial institutions	29,409		29,374		Level 2/3
Equity investments without readily determinable fair values	26,430		26,430		Level 2
Loans held for sale	25,128		25,943		Level 2
Loans receivable—net	12,005,558		11,913,906		Level 3
FHLB stock	25,461		N/A		N/A
Accrued interest receivable	32,225		32,225		Level 2/3
Servicing assets, net	23,132		24,762		Level 3
Customers’ liabilities on acceptances	2,281		2,281		Level 2
Financial Liabilities:
Noninterest bearing deposits	$	3,022,633	$	3,022,633	Level 2
Saving and other interest bearing demand deposits	3,262,399		3,262,399		Level 2
Time deposits	5,870,624		5,889,030		Level 2
FHLB advances	821,280		810,812		Level 2
Convertible debt	194,543		180,525		Level 1
Subordinated debentures	101,929		116,542		Level 2
Accrued interest payable	31,374		31,374		Level 2
Acceptances outstanding	2,281		2,281		Level 2

	December 31, 2017
	Carrying Amount		Estimated Fair Value		Fair Value Measurement
	(Dollars in thousands)
Financial Assets:
Cash and cash equivalents	$	492,000	$	492,000	Level 1
Interest bearing deposits in other financial institutions and other investments	53,366		52,960		Level 2/3
Loans held for sale	29,661		32,048		Level 2
Loans receivable—net	11,018,034		11,112,179		Level 3
FHLB stock	29,776		N/A		N/A
Accrued interest receivable	29,979		29,979		Level 2/3
Servicing assets, net	24,710		27,511		Level 3
Customers’ liabilities on acceptances	1,691		1,691		Level 2
Financial Liabilities:
Noninterest bearing deposits	$	2,998,734	$	2,998,734	Level 2
Saving and other interest bearing demand deposits	3,573,212		3,573,212		Level 2
Time deposits	4,274,663		4,263,585		Level 2
FHLB advances	1,157,693		1,220,529		Level 2
Federal funds purchased	69,900		69,900		Level 2
Subordinated debentures	100,853		100,853		Level 2
Accrued interest payable	15,961		15,961		Level 2
Acceptances outstanding	1,691		1,691		Level 2

During the first quarter of 2018, the Company adopted ASU 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” Among other things, the guidance requires the Company to base their fair value disclosures for financial instruments that are not measured at fair value in the financial statements on the exit price notion as opposed to an entry pricing notion. As of December 31, 2017, the Company used the entry prices to measure the fair value of certain assets and liabilities including loans, deposits, and subordinated debentures as permitted by ASC 820-10. However, upon adoption of ASU 2016-01, the Company began measuring these assets and liabilities based on the exit price notion. Although the exit price notion represents the value that would be received to sell an asset or paid to transfer a liability, the actual price received for a sale of assets or paid to transfer liabilities could be different from exit price disclosed.

The methods and assumptions used to estimate fair value are described as follows:

The carrying amount is the estimated fair value for cash and cash equivalents, savings and other interest bearing demand deposits, equity investments without readily determinable fair values, customer’s and Bank’s liabilities on acceptances, noninterest bearing deposits, short-term debt, secured borrowings and variable rate loans or deposits that reprice frequently and fully. For loans the fair value is determined through a discounted cash flow analysis which incorporates probability of default and loss given default rates on an individual loan basis. The discount rate is based on the LIBOR Swap Rate for fixed rate loans, while variable loans start with the corresponding index rate and an adjustment was made on certain loans which considered factors such as servicing costs, capital charges, duration, asset type incremental costs, and use of projected cash flows. Residential real estate loans fair values included Fannie Mae and Freddie Mac prepayment speed assumptions or a third party index based on historical prepayment speeds. Fair value of time deposits is based discounted cash flow analysis using recent issuance rates over the prior three months and a market rate analysis of recent offering rates for retail products. Wholesale time deposits fair values incorporated brokered time deposit offering rates. The fair value of the Company’s debt is based on current rates for similar financing. Fair value for the Company’s convertible notes is based on the actual last traded price of the notes. It was not practicable to determine the fair value of FHLB stock due to restrictions placed on their transferability. The fair value of commitments to fund loans represents fees currently charged to enter into similar agreements with similar remaining maturities and is not presented herein. The fair value of these financial instruments is not material to the consolidated financial statements.