3.	FAIR VALUE

Fair Value Measurement

Fair value is defined 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. A fair value hierarchy has also been established which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs are used to measure fair value:

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.

The fair values of most trading securities and securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or 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 relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

The Corporation’s derivative instruments are interest rate swaps that are similar to those that trade in liquid markets. As such, significant fair value inputs can generally be verified and do not typically involve significant management judgments (Level 2 inputs).

The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals prepared by third-parties. 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 appraisers to adjust for differences between the comparable sales and income data available. Management also adjusts appraised values based on the length of time that has passed since the appraisal date and other factors. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2018 and December 31, 2017:


				Fair Value Measurements at March 31, 2018 Using
				Quoted Prices in					Significant
				Active Markets for		Significant Other			Unobservable
				Identical Assets		Observable Inputs			Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities	$	111,921		$	0	$	111,921		$	0
States and political subdivisions		133,466			0		133,466			0
Residential and multi-family mortgage		120,630			0		120,630			0
Corporate notes and bonds		17,194			0		17,194			0
Pooled SBA		34,145			0		34,145			0
Other		943			943		0			0

Total Securities Available For Sale	$	418,299		$	943	$	417,356		$	0

Interest Rate swaps	$	146		$	0	$	146		$	0

Trading Securities:
Corporate equity securities	$	5,172		$	5,172	$	0		$	0
Mutual funds		1,612			1,612		0			0
Certificates of deposit		170			170		0			0
Corporate notes and bonds		250			250		0			0
U.S. Government sponsored entities		52			0		52			0

Total Trading Securities	$	7,256		$	7,204	$	52		$	0

Liabilities,
Interest rate swaps	$	(229	)	$	0	$	(229	)	$	0


				Fair Value Measurements at December 31, 2017 Using
				Quoted Prices in					Significant
				Active Markets for		Significant Other			Unobservable
				Identical Assets		Observable Inputs			Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities Available For Sale:
U.S. Government sponsored entities	$	108,148		$	0	$	108,148		$	0
States and political subdivisions		137,723			0		137,723			0
Residential and multi-family mortgage		109,636			0		109,636			0
Corporate notes and bonds		17,200			0		17,200			0
Pooled SBA		36,040			0		36,040			0
Other		962			962		0			0

Total Securities Available For Sale	$	409,709		$	962	$	408,747		$	0

Interest Rate swaps	$	149		$	0	$	149		$	0

Trading Securities:
Corporate equity securities	$	5,125		$	5,125	$	0		$	0
Mutual funds		1,499			1,499		0			0
Certificates of deposit		220			220		0			0
Corporate notes and bonds		254			254		0			0
U.S. Government sponsored entities		52			0		52			0

Total Trading Securities	$	7,150		$	7,098	$	52		$	0

Liabilities,
Interest rate swaps	$	(310	)	$	0	$	(310	)	$	0

The table below presents a reconciliation of the fair value of securities available for sale measured on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2018 and 2017:


	2018		2017
Balance, January 1	$	0	$	2,049
Total gains:
Included in other comprehensive income (unrealized)		0		134
Sale of available-for-sale securities		0		(2,183	)

Balance, March 31	$	0	$	0

Assets and liabilities measured at fair value on a non-recurring basis are as follows at March 31, 2018 and December 31, 2017:

Fair Value Measurements at March 31, 2018 Using

Quoted Prices in

Significant

Active Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

Inputs

Description

Total

(Level 1)

(Level 2)

(Level 3)

Assets:

Impaired loans:

Commercial mortgages

Fair Value Measurements at December 31, 2017 Using

Quoted Prices in

Significant

Active Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

Inputs

Description

Total

(Level 1)

(Level 2)

(Level 3)

Assets:

Impaired loans:

Commercial mortgages

Impaired loans, measured for impairment using the fair value of collateral for collateral dependent loans, had a recorded investment of $959 with a valuation allowance of $899 as of March 31, 2018, resulting in a provision for loan losses of $264 for the corresponding three month period. Impaired loans had a recorded investment of $646 with a valuation allowance of $635 as of December 31, 2017. Impaired loans carried at fair value resulted in a negative provision for loan losses of $(103) for the three months ended March 31, 2017.

The estimated fair values of impaired collateral dependent loans such as commercial or residential mortgages are determined primarily through third-party appraisals. When a collateral dependent loan, such as a commercial or residential mortgage loan, becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal, and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral and a further reduction for estimated costs to sell the property is applied, which results in an amount that is considered to be the estimated fair value. If a loan becomes impaired and the appraisal of related loan collateral is outdated, management applies an appropriate adjustment factor based on its experience with current valuations of similar collateral in determining the loan’s estimated fair value and resulting allowance for loan losses. Third-party appraisals are not customarily obtained in respect of unimpaired loans, unless in management’s view changes in circumstances warrant obtaining an updated appraisal.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at March 31, 2018:


	Fair value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
	Fair value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

Impaired loans – commercial mortgages	$	60	Discounted cash flow method	Discount used in discounted cash flow method	10% (10%)

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2017:


	Fair value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

Impaired loans – commercial mortgages	$	11	Discounted cash flow method	Discount used in discounted cash flow method	10% (10%)

Fair Value of Financial Instruments

The following table presents the carrying amount and fair value of financial instruments at March 31, 2018:


	Carrying			Fair Value Measurement Using:								Total
	Amount			Level 1			Level 2			Level 3		Fair Value
ASSETS
Cash and cash equivalents	$	28,604		$	28,604		$	0		$	0	$	28,604
Securities available for sale		418,299			943			417,356			0		418,299
Trading securities		7,256			7,204			52			0		7,256
Loans held for sale		1,460			0			1,460			0		1,460
Net loans		2,255,368			0			0			2,226,877		2,226,877
FHLB and other restricted interests		21,377			n/a			n/a			n/a		n/a
Other equity interests		5,187											5,187
Interest rate swaps		146			0			146			0		146
Accrued interest receivable		9,853			7			3,117			6,729		9,853
LIABILITIES
Deposits	$	(2,210,055	)	$	(1,833,235	)	$	(378,985	)	$	0	$	(2,212,220	)
FHLB and other borrowings		(356,398	)		0			(351,547	)		0		(351,547	)
Subordinated debentures		(70,620	)		0			(69,767	)		0		(69,767	)
Interest rate swaps		(229	)		0			(229	)		0		(229	)
Accrued interest payable		(638	)		0			(638	)		0		(638	)

The following table presents the carrying amount and fair value of financial instruments at December 31, 2017:


	Carrying			Fair Value Measurement Using:									Total
	Amount			Level 1			Level 2			Level 3			Fair Value
ASSETS
Cash and cash equivalents	$	35,345		$	35,345		$	0		$	0		$	35,345
Securities available for sale		409,709			962			408,747			0			409,709
Trading securities		7,150			7,098			52			0			7,150
Loans held for sale		852			0			853			0			853
Net loans		2,126,266			0			0			2,126,824			2,126,824
FHLB and other restricted interests		17,035			n/a			n/a			n/a			n/a
Other equity interests		4,482												4,482
Interest rate swaps		149			0			149			0			149
Accrued interest receivable		9,254			6			2,651			6,597			9,254

LIABILITIES
Deposits	$	(2,167,815	)	$	(1,802,844	)	$	(362,756	)	$	0		$	(2,165,600	)
FHLB and other borrowings		(257,359	)		0			(257,361	)		0			(257,361	)
Subordinated debentures		(70,620	)		0			(63,575	)		0			(63,575	)
Interest rate swaps		(310	)		0			(310	)		0			(310	)
Accrued interest payable		(554	)		0			(554	)		(0	)		(554	)

The methods and assumptions, not otherwise presented, used to estimate fair values are described as follows:

Cash and cash equivalents: The carrying amounts of cash and cash equivalents approximate fair values and are classified as Level 1.

Interest bearing time deposits with other banks: The fair value of interest bearing time deposits with other banks is estimated using a discounted cash flow calculation that applies interest rates currently being offered to a schedule of aggregated expected monthly maturities, resulting in a Level 2 classification.

Loans held for sale: The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.

Loans: As of March 31, 2018, fair values for loans are estimated by a third party firm using the income approach. This approach uses valuation techniques to convert future earnings or cash flows to present value to arrive at a value that is indicated by market expectation about future cash flow. The methods utilized to estimate the fair value of loans represent an exit price. At December 31, 2017, the estimated fair value for loans were estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

FHLB and other restricted equity interests: It is not practical to determine the fair value of Federal Home Loan Bank stock and other restricted interests due to restrictions placed on the transferability of these instruments.

Other equity interests: The fair value is based on the net asset values provided by underlying investment partnership. ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments measured using the net asset value per share practical expedient and related disclosures.

Accrued interest receivable: The carrying amount of accrued interest receivable approximates fair value resulting in a classification that is consistent with the asset with which it is associated.

Deposits: The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (i.e. their carrying amount), resulting in a Level 1 classification. Fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits, resulting in a Level 2 classification.

FHLB and other borrowings: The fair values of the Corporation’s FHLB and other borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements, resulting in a Level 2 classification.

Subordinated debentures: The fair value of the Corporation’s subordinated debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of arrangements, resulting in a Level 2 classification.

Accrued interest payable: The carrying amount of accrued interest payable approximates fair value resulting in a classification that is consistent with the liability with which it is associated.

While estimates of fair value are based on management’s judgment of the most appropriate factors as of the balance sheet date, there is no assurance that the estimated fair values would have been realized if the assets had been disposed of or the liabilities settled at that date, since market values may differ depending on various circumstances. The estimated fair values would also not apply to subsequent dates.

In addition, other assets and liabilities that are not financial instruments, such as premises and equipment, are not included in the disclosures. Also, non-financial assets such as, among other things, the estimated earnings power of core deposits, the earnings potential of trust accounts, the trained workforce, and customer goodwill, which typically are not recognized on the balance sheet, may have value but are not included in the fair value disclosures.