NOTE 6 - FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability 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.

The Company used the following methods and significant assumptions to estimate the fair value of each type of asset and liability:

Securities available for sale: The fair value of securities available for sale is determined using pricing models that vary based on asset class and include available trade, bid and other market information 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 by relying on the securities’ relationship to other benchmark quoted securities (Level 2).

Derivatives: The fair value of derivatives, which includes yield maintenance provisions, interest rate lock commitments and interest rate swaps, is based on valuation models using observable market data as of the measurement date (Level 2).

TBA mortgage – back securities: To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, the Company enters into either a forward sales contract to sell loans to investors when using best efforts or a trade of “to be announced (TBA)” mortgage-backed securities for mandatory delivery. The forward sales contracts lock in a price for the sale of loans with similar characteristics to the specific rate lock commitments based on a valuation model using observable market data for pricing commitments (Level 2).

Impaired loans: The fair value of impaired loans with specific allocations of the ALLL is generally based on recent real estate appraisals. 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. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Appraisals for collateral-dependent impaired loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by a third-party appraisal management company approved by the Board of Directors annually. Once received, the loan officer or a member of the credit department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Appraisals are updated as needed based on facts and circumstances associated with the individual properties. Real estate appraisals typically incorporate measures such as recent sales prices for comparable properties. Appraisers may make adjustments to the sales prices of the comparable properties as deemed appropriate based on the age, condition or general characteristics of the subject property. Management applies an additional discount to real estate appraised values, typically to reflect changes in market conditions since the date of the appraisal if warranted and to cover disposition costs (including selling expenses) based on the intended disposition method of the property. Non-real estate collateral may be valued 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, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Loans held for sale: Loans held for sale are carried at fair value, as determined by outstanding commitments from third party investors (Level 2).

Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which the Company has elected the fair value option, are summarized below:


	Fair Value Measurements at September 30, 2019 using Significant Other Observable Inputs
	(Level 2)
	(unaudited)
Financial Assets:
Securities available for sale:
Issued by U.S. government-sponsored entities and agencies:
U.S. Treasury	$	9,007
Mortgage-backed securities - residential		138
Collateralized mortgage obligations		38
Total securities available for sale	$	9,183
Loans held for sale	$	82,382
Yield maintenance provisions (embedded derivatives)	$	14
Interest rate lock commitments	$	3,144
Financial Liabilities:
Interest-rate swaps	$	14
TBA Mortgage-back securities	$	222


	Fair Value Measurements at December 31, 2018 using Significant Other Observable Inputs
	(Level 2)
Financial Assets:
Securities available for sale:
Issued by U.S. government-sponsored entities and agencies:
U.S. Treasury	$	9,881
Mortgage-backed securities - residential		170
Collateralized mortgage obligations		63
Total securities available for sale	$	10,114
Loans held for sale	$	17,385
Yield maintenance provisions (embedded derivatives)	$	17
Interest rate lock commitments	$	721
Financial Liabilities:
Interest-rate swaps	$	17
TBA Mortgage-backed securities	$	342

The Company had no assets or liabilities measured at fair value on a recurring basis that were measured using Level 1 or Level 3 inputs at September 30, 2019 or December 31, 2018. There were no transfers of assets or liabilities measured at fair value between levels during the periods ended September 30, 2019 and December 31, 2018.

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


Fair Value Measurements at September 30, 2019 Using
Significant Unobservable Inputs (Level 3)
(unaudited)
Impaired loans:
Commercial	$	88
Real Estate:
Single-family residential		108
Commercial:
Non-owner occupied		4,453
Total impaired loans	$	4,649


Fair Value Measurements at December 31, 2018 Using
Significant Unobservable Inputs (Level 3)

Impaired loans:
Commercial	$	100
Real Estate:
Single-family residential		110
Commercial:
Non-owner occupied		2,804
Total impaired loans	$	3,014

The Company had no material assets or liabilities measured at fair value on a non-recurring basis that were measured using Level 1 or Level 2 inputs at September 30, 2019 or December 31, 2018.

Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans, had a principal balance of $4,684 with a valuation allowance of $35 at September 30, 2019. There were no write-downs of impaired collateral dependent loans during the three and nine months ended September 30, 2019 or 2018. Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans, had a principal balance of $3,036, with a valuation allowance of $22 at December 31, 2018.

During the three and nine months ended September 30, 2019, the Company did not have any transfers of assets or liabilities between those measured using Level 1, 2 or 3 inputs. The Company recognizes transfers of assets and liabilities between Level 1, 2 and 3 inputs based on the information relating to those assets and liabilities at the end of the reporting period.

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 September 30, 2019 (unaudited):


		Fair Value	Valuation Technique(s)	Unobservable Inputs	(Range) Weighted Average
Impaired loans:
Commercial	$	88	Comparable sales approach	Adjustment for differences between the comparable market transactions	2.06%
Real estate:
Single-family residential		108	Comparable sales approach	Adjustment for differences between the comparable market transactions	3.61%
Commercial:
Non-owner occupied		4,453	Comparable sales approach	Adjustment for differences between the comparable market transactions	(-2.58%, 8.61%) 1.52%

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, 2018:


		Fair Value	Valuation Technique(s)	Unobservable Inputs	(Range) Weighted Average
Impaired loans:
Commercial	$	100	Comparable sales approach	Adjustment for differences between the comparable market transactions	3.48%
Real estate:
Single -family residential		110	Comparable sales approach	Adjustment for differences between the comparable market transactions	3.61%
Commercial:
Non-owner occupied		2,804	Comparable sales approach	Adjustment for differences between the comparable market transactions	(3.48%, 8.61%) 5.02%

Financial Instruments Recorded Using Fair Value Option

The Company has elected the fair value option for loans held for sale. These loans are intended for sale and the Company believes that the fair value is the best indicator of the resolution of these loans. Loans originated as construction loans, that were subsequently transferred to held for sale, are carried at the lower of cost or market and are not included. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on loans held for investment. None of these loans were 90 days or more past due or on nonaccrual as of September 30, 2019 or December 31, 2018.

As of September 30, 2019 and December 31, 2018, the aggregate fair value, contractual balance and gain or loss of loans held for sale were as follows:



	September 30, 2019		December 31, 2018
	(unaudited)
Aggregate fair value	$	82,382	$	17,385
Contractual balance		81,025		17,008
Gain (loss)	$	1,357	$	377

The total amount of gains and losses from changes in fair value included in earnings for the three and nine months ended September 30, 2019 and 2018 for loans held for sale were:


	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018
	(unaudited)				(unaudited)
Interest income	$	486	$	285	$	976	$	451
Interest expense		-		-		-		-
Change in fair value		204		(208)		980		66
Total change in fair value	$	690	$	77	$	1,956	$	517

The carrying amounts and estimated fair values of financial instruments at September 30, 2019 were as follows:


	Fair Value Measurements at September 30, 2019 Using:
	Carrying
(unaudited)	Value		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	37,299	$	37,299	$	-	$	-	$	37,299
Interest-bearing deposits in other financial institutions		100		100		-		-		100
Securities available for sale		9,183		-		9,183		-		9,183
Loans held for sale		82,382		-		82,382		-		82,382
Loans and leases, net		630,459		-		-		626,738		626,738
FHLB and FRB stock		3,969		n/a		n/a		n/a		n/a
Accrued interest receivable		2,339		20		64		2,256		2,340
Yield maintenance provisions (embedded derivatives)		14		-		14		-		14
Interest rate lock commitments		3,144		-		3,144		-		3,144

Financial liabilities
Deposits	$	(685,947)	$	(338,847)	$	(351,138)	$	-	$	(689,985)
FHLB advances and other borrowings		(22,500)		-		(22,764)		-		(22,764)
Advances by borrowers for taxes and insurance		(509)		-		-		(509)		(509)
Subordinated debentures		(14,796)		-		(15,865)		-		(15,865)
Accrued interest payable		(498)		-		(498)		-		(498)
Interest-rate swaps		(14)		-		(14)		-		(14)
TBA mortgage-back securities		(222)		-		(222)		-		(222)

The carrying amounts and estimated fair values of financial instruments at December 31, 2018 were as follows:



	Fair Value Measurements at December 31, 2018 Using:
	Carrying
	Value		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	67,304	$	67,304	$	-	$	-	$	67,304
Interest-bearing deposits in other financial institutions		100		100		-		-		100
Securities available for sale		10,114		-		10,114		-		10,114
Loans held for sale		17,385		-		17,385		-		17,385
Loans and leases, net		550,683		-		-		549,599		549,599
FHLB stock		3,476		n/a		n/a		n/a		n/a
Accrued interest receivable		2,181		45		40		2,097		2,182
Yield maintenance provisions (embedded derivatives)		17		-		17		-		17
Interest rate lock commitments		721		-		721		-		721

Financial liabilities
Deposits	$	(579,786)	$	(306,121)	$	(272,924)	$	-	$	(579,045)
FHLB advances and other borrowings		(19,500)		-		(19,589)		-		(19,589)
Advances by borrowers for taxes and insurance		(827)		-		-		(827)		(827)
Subordinated debentures		(14,767)		-		(14,280)		-		(14,280)
Accrued interest payable		(231)		-		(231)		-		(231)
Interest-rate swaps		(17)		-		(17)		-		(17)
TBA mortgage-backed securities		(342)		-		(342)		-		(342)

The methods and assumptions, not previously presented, used to estimate fair values are described below.

Cash and Cash Equivalents and Interest-Bearing Deposits in Other Financial Institutions

The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

FHLB and FRB Stock

It is not practical to determine the fair value of FHLB and FRB stock due to restrictions placed on its transferability.

Loans and Leases

Fair values of loans and leases as of September 30, 2019, excluding loans held for sale, are estimated utilizing an exit pricing methodology as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. The discount rate for the discounted cash flow analyses includes a credit quality adjustment. Impaired loans are valued at the lower of cost or fair value as described previously.

Deposits

The fair values disclosed for demand deposits (e.g., interest and noninterest bearing checking, passbook savings, and money market accounts) 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 fixed rate certificates of deposit are estimated using a discounted cash flows 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.

Other Borrowings

The fair values of the Company’s long-term FHLB and credit facility advances 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.

The fair values of the Company’s subordinated debentures 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.

Accrued Interest Receivable/Payable

The carrying amounts of accrued interest approximate fair value resulting in a Level 1, 2 or 3 classification, consistent with the asset or liability with which they are associated.

Advances by Borrowers for Taxes and Insurance

The carrying amount of advances by borrowers for taxes and insurance approximates fair value resulting in a Level 3 classification, consistent with the liability with which they are associated.

Off-Balance-Sheet Instruments

The fair value of off-balance-sheet items is not considered material.