Note 12. Fair Value

Financial Instruments Measured at Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is presented in the following discussion. The fair value hierarchy prioritizes the inputs used in measuring fair value as follows:

•

Level 1 – Observable, unadjusted quoted prices in active markets

•

Level 2 – Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability

•

Level 3 – Unobservable inputs with little or no market activity that require the Company to use reasonable inputs and assumptions

The Company uses fair value measurements to record adjustments to certain financial assets and liabilities on a recurring basis. Additionally, the Company may be required to record certain assets at fair value on a nonrecurring basis in specific circumstances, such as evidence of impairment. Methodologies used to determine fair value may be highly subjective and judgmental in nature, such as cash flow estimates, risk characteristics, credit quality measurements, and interest rates; therefore, valuations may not be precise. Since fair values are estimated as of a specific date, the amounts actually realized or paid on the settlement or maturity of these instruments may be significantly different from estimates. See “Summary of Significant Accounting Policies” in Note 1, “General,” to the Condensed Consolidated Financial Statements of this report.

Assets and Liabilities Reported at Fair Value on a Recurring Basis

Available-for-Sale Securities. Securities available for sale are reported at fair value on a recurring basis. The fair value of Level 1 securities is based on quoted market prices in active markets, if available. The Company also uses Level 1 inputs to value equity securities that are traded in active markets. 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 2 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 2 securities include U.S. Treasury securities, single issue trust preferred securities, corporate securities, MBS, and certain equity securities that are not actively traded. Securities are based on Level 3 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 3 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 3 securities are determined by applying appropriate 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 regarding 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 the specific markets and the general economic indicators.

Loans Held for Investment. Loans held for investment are reported at fair value using discounted future cash flows that apply current interest rates for loans with similar terms and borrower credit quality. 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 1 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 2 inputs, based on observable data to value derivatives.

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


	September 30, 2014
	Total		Fair Value Measurements Using
(Amounts in thousands)	Fair Value		Level 1		Level 2		Level 3
Available-for-sale securities:
U.S. Treasury securities	$	9,478	$	—	$	9,478	$	—
Municipal securities		141,062		—		141,062		—
Single issue trust preferred securities		48,682		—		48,682		—
Corporate securities		5,048		—		5,048		—
Agency MBS		137,519		—		137,519		—
Non-Agency Alt-A residential MBS		9,662		—		9,662		—
Equity securities		242		224		18		—

Total available-for-sale securities	$	351,693	$	224	$	351,469	$	—

Fair value loans	$	7,849	$	—	$	7,849	$	—

Deferred compensation assets	$	3,266	$	3,266	$	—	$	—

Derivative assets
Forward sale loan commitments	$	7	$	—	$	7	$	—

Total derivative assets	$	7	$	—	$	7	$	—

Deferred compensation liabilities	$	3,266	$	3,266	$	—	$	—

Derivative liabilities
Interest rate swaps	$	189	$	—	$	189	$	—
IRLCs		7		—		7		—

Total derivative liabilities	$	196	$	—	$	196	$	—


	December 31, 2013
	Total		Fair Value Measurements Using
(Amounts in thousands)	Fair Value		Level 1		Level 2		Level 3
Available-for-sale securities:
U.S. Treasury securities	$	9,013	$	—	$	9,013	$	—
Municipal securities		144,280		—		144,280		—
Single issue trust preferred securities		46,234		—		46,234		—
Corporate securities		4,871		—		4,871		—
Agency MBS		300,386		—		300,386		—
Non-Agency Alt-A residential MBS		9,789		—		9,789		—
Equity securities		5,247		251		4,996		—

Total available-for-sale securities	$	519,820	$	251	$	519,569	$	—

Deferred compensation assets	$	4,200	$	4,200	$	—	$	—

Derivatives assets
Interest rate swaps	$	43	$	—	$	43	$	—
Forward sale loan commitments		41		—		41		—

Total derivative assets	$	84	$	—	$	84	$	—

Deferred compensation liabilities	$	4,200	$	4,200	$	—	$	—

Derivative liabilities
IRLCs	$	41	$	—	$	41	$	—

Total derivative liabilities	$	41	$	—	$	41	$	—

There were no changes in valuation techniques during the nine months ended September 30, 2014 or 2013. If the Company determines that a valuation technique change is necessary, the change is assumed to have occurred at the end of the respective reporting period. In addition, there were no transfers in to or out of Level 3 of the fair value hierarchy during the three months ended September 30, 2014 or 2013.

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 3 inputs.

The Company maintains an active and robust problem credit identification system. The impairment review includes obtaining third-party collateral valuations to assist management in identifying potential credit impairment and determining the amount of impairment to record. The Company’s Special Assets staff assumes the management and monitoring of all loans determined to be impaired. Internal collateral valuations are generally performed within two to 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. A third-party valuation is typically received within thirty to 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, if appropriate. 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 and a deflator for the devaluation of property when banks are the sellers. Impaired loans that do not meet the aforementioned 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, which may extend the time for ultimate resolution.

Other Real Estate Owned. OREO is recorded at fair value on a nonrecurring basis using Level 3 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 summarize assets measured at fair value on a nonrecurring basis, segregated by the level of valuation inputs in the fair value hierarchy, in the periods indicated:


	September 30, 2014
	Total		Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
(Amounts in thousands)
Impaired loans not covered by loss share agreements	$	12,692		—		—	$	12,692
OREO, not covered by loss share agreements		4,183		—		—		4,183
OREO, covered by loss share agreements		5,997		—		—		5,997


	December 31, 2013
	Total		Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
(Amounts in thousands)
Impaired loans not covered by loss share agreements	$	8,935		—		—	$	8,935
OREO, not covered by loss share agreements		7,180		—		—		7,180
OREO, covered by loss share agreements		6,433		—		—		6,433

Quantitative Information about Level 3 Fair Value Measurements

The following table presents quantitative information for assets measured at fair value on a nonrecurring basis using Level 3 valuation inputs in the periods indicated:


	Valuation	Unobservable	Range (Weighted Average)
	Technique	Input	September 30, 2014	December 31, 2013
Impaired loans	Discounted appraisals ⁽¹⁾	Appraisal adjustments ⁽²⁾	2% to 34% (21%)	6% to 100% (47%)
OREO, not covered	Discounted appraisals ⁽¹⁾	Appraisal adjustments ⁽²⁾	10% to 58% (33%)	0% to 65% (34%)
OREO, covered	Discounted appraisals ⁽¹⁾	Appraisal adjustments ⁽²⁾	10% to 52% (44%)	4% to 70% (41%)

(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.

Fair Value of Financial Instruments

The Company uses various methodologies and assumptions to estimate the fair value of certain financial instruments. A description of the valuation methodologies used for instruments not previously discussed is as follows:

Cash and Cash Equivalents. Cash and cash equivalents are reported at their carrying amount, which is considered a reasonable estimate due to the short-term nature of these instruments.

Held-to-Maturity Securities. Securities held to maturity are reported at fair value using quoted market prices or dealer quotes.

Loans Held for Sale. Loans held for sale are reported at the lower of cost or estimated fair value. Estimated fair value is based on the market price of similar loans.

FDIC Indemnification Asset. The FDIC indemnification asset is reported at fair value using discounted future cash flows that apply current discount rates.

Accrued Interest Receivable/Payable. Accrued interest receivable/payable is reported at their carrying amount, which is considered a reasonable estimate due to the short-term nature of these instruments.

Deposits and Securities Sold Under Agreements to Repurchase. Deposits without a stated maturity, such as demand, interest-bearing demand, and savings, are reported at their carrying amount, the amount payable on demand as of the reporting date, which is considered a reasonable estimate of fair value. Deposits and repurchase agreements with fixed maturities and rates are reported at fair value using discounted future cash flows that apply interest rates currently available in the market for instruments with similar characteristics and maturities.

FHLB and Other Indebtedness. FHLB and other indebtedness is reported at fair value using discounted future cash flows that apply interest rates currently available to the Company for borrowings with similar characteristics and maturities. Trust preferred obligations are reported at fair value using current credit spreads in the market for similar issues.

Off-Balance Sheet Instruments. The Company believes that fair values of unfunded commitments to extend credit, standby letters of credit, and financial guarantees are not meaningful; therefore, off-balance sheet instruments are not addressed in the fair value disclosures. Due to the uncertainty and difficulty in assessing the likelihood and timing of advancing available proceeds, the lack of an established market for these instruments, and the diversity in fee structures, the Company believes it is not feasible or practicable to accurately disclose the fair values of off-balance sheet instruments. For additional information regarding the unfunded, contractual value of off-balance sheet financial instruments see Note 13, “Litigation, Commitments and Contingencies,” to the Condensed Consolidated Financial Statements of this report.

The following tables present the carrying amount and fair value of the Company’s financial instruments, segregated by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:


	September 30, 2014
	Carrying				Fair Value Measurements Using
(Amounts in thousands)	Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	105,922	$	105,922	$	105,922	$	—	$	—
Available-for-sale securities		351,693		351,693		224		351,469		—
Held-to-maturity securities		31,029		30,903		—		30,903		—
Loans held for sale		1,150		1,150		—		1,150		—
Loans held for investment less allowance		1,741,633		1,778,672		—		7,849		1,770,823
FDIC indemnification asset		29,745		19,459		—		—		19,459
Accrued interest receivable		6,346		6,346		—		6,346		—
Derivative financial assets		7		7		—		7		—
Deferred compensation assets		3,266		3,266		3,266		—		—
Liabilities
Demand deposits	$	397,523	$	397,523	$	—	$	397,523	$	—
Interest-bearing demand deposits		347,589		347,589		—		347,589		—
Savings deposits		519,902		519,902		—		519,902		—
Time deposits		667,261		668,014		—		668,014		—
Securities sold under agreements to repurchase		114,439		116,055		—		116,055		—
Accrued interest payable		1,889		1,889		—		1,889		—
FHLB and other indebtedness		131,047		140,270		—		140,270		—
Derivative financial liabilities		196		196		—		196		—
Deferred compensation liabilities		3,266		3,266		3,266		—		—


	December 31, 2013
	Carrying				Fair Value Measurements Using
(Amounts in thousands)	Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	56,567	$	56,567	$	56,567	$	—	$	—
Available-for-sale securities		519,820		519,820		251		519,569		—
Held-to-maturity securities		568		579		—		579		—
Loans held for sale		883		883		—		883		—
Loans held for investment less allowance		1,686,644		1,655,430		—		—		1,655,430
FDIC indemnification asset		34,691		34,691		—		—		34,691
Accrued interest receivable		7,521		7,521		—		7,521		—
Derivative financial assets		84		84		—		84		—
Deferred compensation assets		4,200		4,200		4,200		—		—
Liabilities
Demand deposits	$	339,680	$	339,680	$	—	$	339,680	$	—
Interest-bearing demand deposits		361,821		361,821		—		361,821		—
Savings deposits		524,010		524,010		—		524,010		—
Time deposits		725,231		728,999		—		728,999		—
Securities sold under agreements to repurchase		118,308		121,320		—		121,320		—
Accrued interest payable		2,169		2,169		—		2,169		—
FHLB and other indebtedness		166,088		178,031		—		178,031		—
Derivative financial liabilities		41		41		—		41		—
Deferred compensation liabilities		4,200		4,200		4,200		—		—