Note 12

Fair Value Measurements

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. ASC Topic 820,

“Fair Value Measurements and Disclosures,”

establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1

Quoted prices in active exchange markets for identical assets or liabilities; also includes certain U.S. Treasury and other U.S. Government and agency securities actively traded in over-the-counter markets.

Level 2

Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data; also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data. This category generally includes certain U.S. Government and agency securities, corporate debt securities, derivative instruments, and residential mortgage loans held for sale.

Level 3

Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for single dealer nonbinding quotes not corroborated by observable market data. This category generally includes certain private equity investments, retained interests from securitizations, and certain collateralized debt obligations.

Assets and Liabilities Recorded a

Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015.

(dollars in thousands)	Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total (Fair Value)
March 31, 2016
Assets:
Investment securities available for sale:
U. S. agency securities	$	-	$	55,622	$	-	$	55,622
Residential mortgage backed securities		-		306,812		-		306,812
Municipal bonds		-		109,909		-		109,909
Corporate bonds		-		14,938		-		14,938
Other equity investments		109		-		219		328
Loans held for sale		-		45,679		-		45,679
Mortgage banking derivatives		-		-		377		377
Interest rate swap derivatives		-		-		-		-
Total assets measured at fair value on a recurring basis as of March 31, 2016	$	109	$	532,960	$	596	$	533,665

Liabilities:
Mortgage banking derivatives	$	-	$	-	$	306	$	306
Interest rate swap derivatives		-		8,820		-		8,820
Total liabilities measured at fair value on a recurring basis as of March 31, 2016	$	-	$	8,820	$	306	$	9,126


December 31, 2015
Assets:
Investment securities available for sale:
U. S. agency securities	$	-	$	56,975	$	-	$	56,975
Residential mortgage backed securities		-		297,241		-		297,241
Municipal bonds		-		118,381		-		118,381
Corporate bonds		-		14,938		-		14,938
Other equity investments		115		-		219		334
Loans held for sale		-		47,492		-		47,492
Mortgage banking derivatives		-		-		24		24
Total assets measured at fair value on a recurring basis as of December 31, 2015	$	115	$	535,027	$	243	$	535,385

Liabilities:
Mortgage banking derivatives	$	-	$	-	$	30	$	30
Interest rate swap derivatives		-		1,417		-		1,417
Total liabilities measured at fair value on a recurring basis as of December 31, 2015	$	-	$	1,417	$	30	$	1,447

Investment Securities

Available-for-Sale

Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange such as the New York Stock Exchange, Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include U.S. agency debt securities, mortgage backed securities issued by Government Sponsored Entities (“GSEs”) and municipal bonds. Securities classified as Level 3 include securities in less liquid markets, the carrying amount approximate the fair value.

Loans held for sale

: Loans held for sale are carried at the fair value. Fair value is derived from secondary market quotations for similar instruments. Gains and losses on sales of these loans are recorded as a component of noninterest income in the Consolidated Statements of Operations. As such, the Company classifies loans subjected to fair value adjustments as Level 2 valuation.

Interest rate swap derivatives:

These derivative instruments consist of forward starting interest rate swap agreements, which are accounted for as cash flow hedges. The Company's derivative position is classified within Level 2 of the fair value hierarchy and is valued using models generally accepted in the financial services industry and that use actively quoted or observable market input values from external market data providers and/or non-binding broker-dealer quotations. The fair value of the derivatives is determined using discounted cash flow models. These models’ key assumptions include the contractual terms of the respective contract along with significant observable inputs, including interest rates, yield curves, nonperformance risk and volatility. Derivative contracts are executed with a Credit Support Annex, which is a bilateral ratings-sensitive agreement that requires collateral postings when the market value exceeds certain threshold limits. These agreements protect the interests of the Company and its counterparties should either party suffer a credit rating deterioration.

The following is a reconciliation of activity for assets and liabilities measured at fair value based on Significant Other Unobservable Inputs (Level 3):

(dollars in thousands)	Other Equity Investments		Mortgage Banking Derivatives		Total
Assets:
Beginning balance at January 1, 2016	$	219	$	24	$	243
Realized gain (loss) included in earnings - net mortgage banking derivatives		-		353		353
Principal redemption		-		-		-
Ending balance at March 31, 2016	$	219	$	377	$	596

Liabilities:
Beginning balance at January 1, 2016	$	-	$	30	$	30
Realized (gain) loss included in earnings - net mortgage banking derivatives		-		276		276
Principal redemption		-		-		-
Ending balance at March 31, 2016	$	-	$	306	$	306

(dollars in thousands)	Other Equity Investments		Mortgage Banking Derivatives			Total
Assets:
Beginning balance at January 1, 2015	$	219	$	146		$	365
Realized gain (loss) included in earnings - net mortgage banking derivatives		-		(122	)		(122	)
Principal redemption		-		-			-
Ending balance at December 31, 2015	$	219	$	24		$	243

Liabilities:
Beginning balance at January 1, 2015	$	-	$	250		$	250
Realized (gain) loss included in earnings - net mortgage banking derivatives		-		(220	)		(220	)
Principal redemption		-		-			-
Ending balance at December 31, 2015	$	-	$	30		$	30

The other equity securities classified as Level 3 consist of equity investments in the form of common stock of two local banking companies which are not publicly traded, and for which

the carrying amount approximates fair value.

The Company relies on a third-party pricing service to value its mortgage banking derivative financial assets and liabilities, which the Company classifies as a Level 3 valuation. The external valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups. The Company also relies on an external valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Company would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing.

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company measures certain assets at fair value on a nonrecurring basis and the following is a general description of the methods used to value such assets.

Impaired loans

: The Company considers a loan impaired when it is probable that the Company will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that nonaccrual loans and loans that have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate or the estimated fair value of the underlying collateral for collateral-dependent loans, which the Company classifies as a Level 3 valuation.

Other real estate owned

: Other real estate owned is initially recorded at fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral, which the Company classifies as a Level 3 valuation. Assets measured at fair value on a nonrecurring basis are included in the table below:

(dollars in thousands)	Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total (Fair Value)
March 31, 2016
Impaired loans:
Commercial	$	-	$	257	$	9,982	$	10,239
Income producing - commercial real estate		-		-		19,037		19,037
Owner occupied - commercial real estate		-		-		1,364		1,364
Real estate mortgage - residential		-		-		257		257
Construction - commercial and residential		-		-		5,112		5,112
Home equity		-		-		34		34
Other consumer		-		-		-		-
Other real estate owned		-		-		3,846		3,846
Total assets measured at fair value on a nonrecurring basis as of March 31, 2016	$	-	$	257	$	39,632	$	39,889

(dollars in thousands)	Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total (Fair Value)
December 31, 2015
Impaired loans:
Commercial	$	-	$	271	$	8,930	$	9,201
Income producing - commercial real estate		-		-		5,085		5,085
Owner occupied - commercial real estate		-		282		1,071		1,353
Real estate mortgage - residential		-		-		329		329
Construction - commercial and residential		-		-		9,504		9,504
Home equity		-		-		123		123
Other consumer		-		-		19		19
Other real estate owned		-		5,394		458		5,852
Total assets measured at fair value on a nonrecurring basis as of December 31, 2015	$	-	$	5,947	$	25,519	$	31,466

Loans

The Company does not record loans at fair value on a recurring basis; however, from time to time, a loan is considered impaired and an allowance for loan loss is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC Topic 310,

“Receivables.”

The fair value of impaired loans is estimated using one of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring a specific allowance represent loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. At March 31, 2016, substantially all of the totally impaired loans were evaluated based upon the fair value of the collateral. In accordance with ASC Topic 820, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3.

Fair Value of Financial Instruments

The Company discloses fair value information about financial instruments for which it is practicable to estimate the value, whether or not such financial instruments are recognized on the balance sheet. Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by quoted market price, if one exists.

Quoted market prices, if available, are shown as estimates of fair value. Because no quoted market prices exist for a portion of the Company’s financial instruments, the fair value of such instruments has been derived based on management’s assumptions with respect to future economic conditions, the amount and timing of future cash flows and estimated discount rates. Different assumptions could significantly affect these estimates. Accordingly, the net realizable value could be materially different from the estimates presented below. In addition, the estimates are only indicative of individual financial instrument values and should not be considered an indication of the fair value of the Company taken as a whole.

The following methods and assumptions were used to estimate the fair value of each category of financial instrument for which it is practicable to estimate value:

Cash due from banks and federal funds sold:

For cash and due from banks and federal funds sold the carrying amount approximates fair value.

Interest bearing deposits with other banks:

Values are estimated by discounting the future cash flows using the current rates at which similar deposits would be earning.

Investment securities:

For these instruments, fair values are based

upon quoted prices, if available. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.

Federal Reserve and Federal Home Loan Bank stock:

The carrying amount approximate the fair values at the reporting date.

Loans held for sale:

The fair value of loans held for sale is based on commitments outstanding from investors as well as what secondary markets are currently offering for portfolios with similar characteristics for residential mortgage loans held for sale since such loans are typically committed to be sold (servicing released) at a profit.

Loans:

For variable rate loans that re-price on a scheduled basis, fair values are based on carrying values. The fair value of the remaining loans are estimated by discounting the estimated future cash flows using the current interest rate at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term.

Bank owned life insurance:

The fair value of bank owned life insurance is the current cash surrender value, which is the carrying value.

Annuity investment

The fair value of the annuity investments is the carrying amount at the reporting date.

Mortgage banking derivatives

The Company enters into interest rate lock commitments (IRLCs) with prospective residential mortgage borrowers. These commitments are carried at fair value based on the fair value of the underlying mortgage loans which are based on market data. These commitments are classified as Level 3 in the fair value disclosures, as the valuations are based on market unobservable inputs. The Company hedges the risk of the overall change in the fair value of loan commitments to borrowers by selling forward contracts on securities of GSEs. These forward settling contracts are classified as Level 3, as valuations are based on market unobservable inputs. See Note 4 of the Consolidated Financial Statements for additional detail.

Interest rate swap derivatives:

Noninterest bearing deposits:

The fair value of these deposits is the amount payable on demand at the reporting date, since generally accepted accounting standards do not permit an assumption of core deposit value.

Interest bearing deposits:

The fair value of interest bearing transaction, savings, and money market deposits with no defined maturity is the amount payable on demand at the reporting date, since generally accepted accounting standards do not permit an assumption of core deposit value.

Certificates of deposit:

The fair value of certificates of deposit is estimated by discounting the future cash flows using the current rates at which similar deposits with remaining maturities would be accepted.

Customer repurchase agreements:

The carrying amount approximate the fair values at the reporting date.

Borrowings:

The carrying amount for variable rate borrowings approximate the fair values at the reporting date. The fair value of fixed rate FHLB advances and the subordinated notes are estimated by computing the discounted value of contractual cash flows payable at current interest rates for obligations with similar remaining terms. The fair value of variable rate FHLB advances is estimated to be carrying value since these liabilities are based on a spread to a current pricing index.

Off-balance sheet items:

Management has reviewed the unfunded portion of commitments to extend credit, as well as standby and other letters of credit, and has determined that the fair value of such instruments is equal to the fee, if any, collected and unamortized for the commitment made.

The estimated fair values of the Company’s financial instruments at March 31, 2016 and December 31, 2015 are as follows:

					Fair Value Measurements
					Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
(dollars in thousands)	Carrying Value		Fair Value		(Level 1)		(Level 2)		(Level 3)
March 31, 2016
Assets
Cash and due from banks	$	11,856	$	11,856	$	-	$	11,856	$	-
Federal funds sold		14,905		14,905		-		14,905		-
Interest bearing deposits with other banks		175,136		175,136		-		175,136		-
Investment securities		487,609		487,609		109		487,281		219
Federal Reserve and Federal Home Loan Bank stock		17,696		17,696		-		17,696		-
Loans held for sale		45,679		45,679		-		45,679		-
Loans		5,155,871		5,161,705		-		257		5,161,448
Bank owned life insurance		58,974		58,974		-		58,974		-
Annuity investment		12,007		12,007		-		12,007		-
Mortgage banking derivatives		377		377		-		-		377
Interst rate swap derivatives		-		-		-		-		-

Liabilities
Noninterest bearing deposits		1,474,102		1,474,102		-		1,474,102		-
Interest bearing deposits		2,923,895		2,923,895		-		2,923,895		-
Certificates of deposit		791,649		791,366		-		791,366		-
Customer repurchase agreements		66,963		66,963		-		66,963		-
Borrowings		68,958		68,960		-		68,960		-
Mortgage banking derivatives		306		306		-		-		306
Interst rate swap derivatives		8,820		8,820		-		8,820		-

December 31, 2015
Assets
Cash and due from banks	$	11,009	$	11,009	$	-	$	11,009	$	-
Federal funds sold		3,791		3,791		-		3,791		-
Interest bearing deposits with other banks		283,563		283,563		-		283,563		-
Investment securities		487,869		487,869		115		487,535		219
Federal Reserve and Federal Home Loan Bank stock		16,903		16,903		-		16,903		-
Loans held for sale		47,492		47,492		-		47,492		-
Loans		4,998,368		5,000,717		-		553		5,000,164
Bank owned life insurance		58,682		58,682		-		58,682		-
Annuity investment		12,136		12,136		-		12,136		-
Mortgage banking derivatives		24		24		-		-		24
Interest rate swap derivatives		-		-		-		-		-

Liabilities
Noninterest bearing deposits		1,405,067		1,405,067		-		1,405,067		-
Interest bearing deposits		3,014,122		3,014,122		-		3,014,122		-
Certificates of deposit		739,255		736,973		-		736,973		-
Customer repurchase agreements		72,356		72,356		-		72,356		-
Borrowings		70,000		69,992		-		69,992		-
Mortgage banking derivatives		30		30		-		-		30
Interest rate swap derivatives		1,417		1,417		-		1,417		-