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Note 2 - Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Significant Accounting Policies [Text Block]
NOTE
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Application of new accounting guidance
 
ASU
No.
2016
-
02
 
In
February
of
2016,
the FASB issued ASU
No.
2016
-
02,
Leases (Topic
842
)
. This update was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements on a retrospective basis. The core principle of Topic
842
is that a lessee should recognize the assets and liabilities that arise from leases. All leases create an asset and a liability for the lessee in accordance with FASB Concepts Statement
No.
6,
Elements of Financial Statements, and, therefore, recognition of those lease assets and lease liabilities represents an improvement over previous GAAP, which did
not
require lease assets and lease liabilities to be recognized for most leases.
 
Methods and timing of adoption – For public companies, the amendments in this update are effective for fiscal years beginning after
December 15, 2018,
including interim periods within those fiscal years. In
July
of
2018,
the FASB issued ASU
No.
2018
-
11,
Leases (Topic
842
)
. The standard contained improvements to ASU
No.
2016
-
02
that permitted presentation on a prospective basis.
 
Financial statement impact – We implemented the new leasing standard on
January 1, 2019
on a prospective basis and recorded a new lease asset and related lease liability of approximately
$4.4
million related to our current operating leases. The right-of-use asset was also reduced by
$458
thousand for amounts recognized previously as part of the single lease cost.
 
We determine if an arrangement is a lease at inception. Operating leases are included in
Other Assets
and
Other Liabilities
in our
Consolidated Balance
Sheets
. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do
not
provide an incremental borrowing rate, we use the borrowing rates for terms similar to the lease terms available under our existing line of credit with the Federal Home Loan Bank of San Francisco as our incremental borrowing rate in determining the present value of future payments. Our lease terms
may
include options to extend or terminate the lease which we recognize when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
 
Recent Accounting Pronouncement
 
ASU
No.
2016
-
13
 
Description - In
June
of
2016,
the FASB issued ASU
No.
2016
-
13
, Financial Instruments – Credit Losses (Topic
326
): Measurement of Credit Losses on Financial Instruments
. The amendments are intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.
 
Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances.
 
The ASU requires enhanced disclosures to help investors and other financial statement users to better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In addition, the ASU amends the accounting guidance for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.
 
Methods and timing of adoption – The FASB has voted to delay until
January 2023
the implementation of the ASU
No.
2016
-
13
for smaller reporting companies as defined by the SEC. The FASB affirmed that the
one
-time determination of whether an entity is eligible to be an smaller reporting company will be based on an entity’s most recent assessment in accordance with SEC regulations as of the date that a final update on effective dates is issued (for example,
November 20, 2019).
We qualify as a smaller reporting company and in light of this very recent delay, management has
not
yet determined when to implement the new ASU or the expected financial impact.
 
Basis of Financial Statement Presentation
 
The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with prevailing practices within the banking and securities industries. In preparing such financial statements, management is required to make certain estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and the reported amounts of revenues and expenses for the reporting periods. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to the valuation of investments and impairments of securities, the determination of the allowance for loan and lease losses (“ALLL”), income taxes, the valuation of other real estate owned (“OREO”), and fair value measurements. Certain amounts for prior periods have been reclassified to conform to the current financial statement presentation. The results of reclassifications are
not
considered material and have
no
effect on previously reported equity or net income.
 
Principles of Consolidation
 
The accompanying Consolidated Financial Statements include the accounts of the Holding Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. As of
December 31, 2019
and
2018,
the Company had
one
wholly-owned trust formed in
2005
to issue trust preferred securities and related common securities. We have
not
consolidated the accounts of the Trust in our Consolidated Financial Statements in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB”) ASC
810,
Consolidation
(“ASC
810”
). We are
not
considered the primary beneficiary of the Trust (variable interest entity). As a result, the junior subordinated debentures issued by the Holding Company to the Trust are reflected on the Company’s
Consolidated Balance Sheets
.
 
Subsequent Events
 
We have evaluated events and transactions subsequent to
December 31, 2019
for potential recognition or disclosure.
 
Cash and Cash Equivalents
 
For purposes of reporting cash flows, cash and cash equivalents include amounts due from correspondent banks including interest-bearing deposits in correspondent banks and the Federal Reserve Bank.
 
Investment Securities
 
Securities are classified as held-to-maturity if we have both the intent and ability to hold those securities to maturity regardless of changes in market conditions, liquidity needs or changes in general economic conditions. These securities are carried at cost adjusted for amortization of premium and accretion of discount, computed by the effective interest method over their contractual lives. Unrealized holding gains or losses are excluded from other comprehensive income (loss). Realized gains or losses, determined on the basis of the cost of specific securities sold or called, are included in earnings. Dividend and interest income are recognized when earned.
 
Securities are classified as available-for-sale if we intend and have the ability to hold those securities for an indefinite period of time, but
not
necessarily to maturity. Any decision to sell a security classified as available-for-sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors. Securities available-for-sale are carried at fair value. Unrealized holding gains or losses are included in other comprehensive income (loss) as a separate component of shareholders’ equity, net of tax. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Premiums and discounts are amortized or accreted over the estimated life of the related investment security as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned.
 
Transfers of securities from available-for-sale to held-to-maturity are accounted for at fair value as of the date of the transfer. The difference between the fair value and the amortized cost at the date of transfer is considered a premium or discount and is accounted for accordingly. Any unrealized gain or loss at the date of the transfer is reported in other comprehensive income (loss), and is amortized over the estimated remaining life of the security as an adjustment of yield in a manner consistent with the amortization of any premium or discount, and will offset or mitigate the effect on interest income of the amortization of the premium or discount for that held-to-maturity security. Transfers of securities from held-to-maturity to available-for-sale to are accounted for at fair value at the date of the reclassification. Any remaining unamortized fair value adjustments are reclassified from other comprehensive income (loss) and the unrealized holding gain (loss) at the date of transfer is recorded in other comprehensive income net of tax.
 
We review investment securities on an ongoing basis for the presence of other-than-temporary impairment or permanent impairment, taking into consideration current market conditions, fair value in relationship to cost, extent and nature of the change in fair value, issuer rating changes and trends, whether we intend to sell a security or if it is more likely than
not
that we will be required to sell the security before recovery of our amortized cost basis of the investment, which
may
be maturity, and other factors. For debt securities, if we intend to sell the security or it is more likely than
not
we will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings as an other-than-temporary impairment. If we do
not
intend to sell the security and it is more likely than
not
we will
not
be required to sell the security but we do
not
expect to recover the entire amortized cost basis of the security, only the portion of the impairment loss representing credit losses would be recognized in earnings. The credit loss on a security is measured as the difference between the amortized cost basis and the present value of the cash flows expected to be collected. Projected cash flows are discounted by the original or current effective interest rate depending on the nature of the security being measured for potential other-than-temporary impairment. The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to other comprehensive income (loss). Impairment losses related to all other factors are presented as separate categories within other comprehensive income (loss). For investment securities held-to-maturity, this amount is accreted over the remaining life of the debt security prospectively based on the amount and timing of future estimated cash flows. The accretion of the other-than-temporary impairment amount recorded in other comprehensive income (loss) will increase the carrying value of the investment, and would
not
affect earnings. If there is an indication of additional credit losses the security is re-evaluated according to the procedures described above.
 
Loans
 
Loans are stated at the principal amounts outstanding, net of deferred loan fees, deferred loan costs, and the ALLL. Interest on loans is accrued daily based on the principal outstanding. Loan origination and commitment fees and certain origination costs are deferred and the net amount is amortized or accreted over the contractual life of the loans as an adjustment of their yield.
 
A loan is impaired when, based on current information and events, management believes it is probable that we will
not
be able to collect all amounts due according to the loan contract. Impairment is measured based upon the present value of expected future cash flows discounted at the loan’s effective rate, the loan’s observable market price, or the fair value of collateral if the loan is collateral dependent. Interest on impaired loans is recognized on a cash basis, and only when the principal is
not
considered impaired. The CCO reviews and approves loans recommended for impaired status or their removal from impaired status.
 
Our practice is to place an asset in nonaccrual status when
one
of the following events occurs: (
1
) any installment of principal or interest is
90
days or more past due (unless in management’s opinion the loan is well-secured and in the process of collection), (
2
) management determines the ultimate collection of the original principal or interest to be unlikely or, (
3
) the terms of the loan have been renegotiated due to a serious weakening of the borrower’s financial condition. Accruals are resumed on loans only when they are brought fully current with respect to interest and principal and when the loan is estimated to be fully collectible. One exception to the
90
days past due policy for nonaccruals is our purchased pool of home equity loans and purchased consumer loans. For these specific loan pools, we will charge-off any loans that are more than
90
days past due. We believe that at the time these loans become
90
days past due, it is likely that we will
not
collect the remaining principal balance on the loan. In accordance with this policy, we do
not
expect to classify any of the loans from these pools as nonaccrual.
 
Nonperforming loans are loans which
may
be on nonaccrual,
90
days past due and still accruing, or have been restructured.
 
Restructured loans are those loans where concessions in terms have been granted because of the borrower’s financial or legal difficulties. Interest is generally accrued on such loans in accordance with the new terms, after a period of sustained performance by the borrower.
 
Purchased Loans
 
Purchased loans are recorded at their fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an ALLL is
not
recorded at the acquisition date.
 
Allowance for Loan and Lease Losses
 
The adequacy of the ALLL is monitored on a regular basis and is based on management’s evaluation of numerous factors. These factors include the quality of the current loan portfolio; the trend in the loan portfolio’s risk ratings; current economic conditions; loan concentrations; loan growth rates; past-due and non-performing trends; evaluation of specific loss estimates for all impaired loans; historical charge-off and recovery experience; and other pertinent information.
 
We perform regular credit reviews of the loan portfolio to determine the credit quality of the portfolio and the adherence to underwriting standards. When loans are originated, they are assigned a risk rating that is reassessed periodically during the term of the loan through the credit review process. Our risk rating methodology assigns risk ratings ranging from
1
to
8,
where a higher rating represents higher risk. The
8
risk rating categories are a primary factor in determining an appropriate amount for the ALLL. Our Chief Credit Officer (CCO) is responsible for regularly reviewing the ALLL methodology, including loss factors, and ensuring that it is designed and applied in accordance with generally accepted accounting principles. The Board of Directors reviews and approves the adequacy of the ALLL quarterly.
 
We have divided the loan portfolio into sub-categories of similar type loans. Each category is assigned an historical loss factor and additional qualitative factors. The sub-categories are also further segmented by risk rating. Each risk rating is assigned an additional loss factor to account for the additional risk in those loans with higher risk levels.
 
Regular credit reviews of the portfolio also identify loans that are considered potentially impaired. Potentially impaired loans are referred to the CCO who reviews and approves designated loans as impaired. A loan is considered impaired when, based on current information and events, we determine that it is probable that we will
not
be able to collect all amounts due according to loan contract, including scheduled interest payments. When we identify a loan as impaired, we measure the impairment using discounted cash flows, except when the sole remaining source of the repayment for the loan is the liquidation of the collateral. In these cases, we use the current fair value of the collateral, less selling costs, instead of discounted cash flows. If we determine that the value of the impaired loan is less than the recorded investment in the loan when using the cash flow method, we recognize this impairment reserve as a specific component to be provided for in the ALLL. If the value of the impaired loan is less than the recorded investment in the loan when using the collateral dependent method, we charge-off the impaired balance. The combination of the risk rating-based allowance component and the impairment reserve allowance component leads to an allocated ALLL.
 
We
may
also maintain an unallocated allowance amount to provide for other credit losses inherent in a loan and lease portfolio that
may
not
have been contemplated in the credit loss factors. This unallocated amount generally comprises less than
4%
of the allowance, but
may
be maintained at higher levels during times of economic conditions characterized by unstable real estate values. The unallocated amount is reviewed quarterly based on trends in credit losses, the results of credit reviews and overall economic trends.
 
As adjustments to the ALLL become necessary, they are reported in earnings in the periods in which they become known as a charge or credit to the provision for loan and lease losses. Loans, or portions thereof, deemed uncollectible are charged to the ALLL. Recoveries on loans previously charged-off, are added to the ALLL.
 
We believe that the ALLL was adequate as of
December 31, 2019.
There is, however,
no
assurance that future loan and lease losses will
not
exceed the levels provided for in the ALLL and could possibly result in additional charges to the provision for loan and lease losses. In addition, bank regulatory authorities, as part of their periodic examination of the Company,
may
require additional charges to the provision for loan and lease losses in future periods if warranted as a result of their review. Approximately
83%
of our loan portfolio is secured by real estate, and a significant decline in real estate market values
may
require an increase in the ALLL.
 
Reserve for Unfunded Commitments
 
A reserve for unfunded commitments is maintained at a level that, in our opinion, is adequate to absorb probable losses associated with our commitment to lend funds under existing agreements such as letters or lines of credit. We determine the adequacy of the reserve for unfunded commitments based upon the category of loan, current economic conditions, the risk characteristics of the various categories of commitments and other relevant factors. The reserve is based on estimates, and ultimate losses
may
vary from the current estimates.
 
These estimates are evaluated on a regular basis and, as adjustments become necessary, they are reported in earnings in the periods in which they become known. Draws on unfunded commitments that are considered uncollectible at the time funds are advanced are charged to the reserve for unfunded commitments. Provisions for unfunded commitment losses, and recoveries on loan and lease commitments previously charged off, are added to the reserve for unfunded commitments, which is included in the
Other Liabilities
line item of the
Consolidated Balance Sheets.
See Note
14,
Commitment
s
and Contingencies
in these
Notes to Consolidated Financial Statements
for additional disclosures on the reserve for unfunded commitments.
 
Premises and Equipment
 
Premises and equipment are recorded at cost. Depreciation for equipment is provided over the estimated useful lives of the related assets, generally
three
to
seven
years, using the straight-line method for financial statement purposes. Depreciation for premises is provided over the estimated useful life up to
39
years, on a straight-line basis. We use other depreciation methods (generally accelerated depreciation methods) for tax purposes where appropriate. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When premises and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is recorded in
other
noninterest income
or
other
noninterest expense
in the
Consolidated
Statements of Income
, respectively.
 
Goodwill and Other Intangibles
 
Intangible assets are comprised of goodwill and other intangibles acquired in business combinations. Goodwill and intangible assets with indefinite useful lives are
not
amortized. Intangible assets with definite useful lives are amortized to their estimated residual values over their respective estimated useful lives, and also reviewed for impairment. Amortization of intangible assets is included in
non-interest expense
in the
Consolidated Statements of Income
. We perform an impairment analysis on an annual basis for goodwill and other intangible assets. Additionally, we perform an impairment analysis on an interim basis when events or circumstances indicate impairment potentially exists.
 
Other Real Estate Owned (‘OREO”)
 
OREO Represents real estate of which we have taken control in partial or full satisfaction of loans. At the time of foreclosure, OREO is recorded at fair value less costs to sell, plus costs for improvements that prepare the property for sale, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the ALLL. After foreclosure, management periodically performs valuations and the property is carried at the lower of the cost or fair value less expected selling costs. Subsequent valuation adjustments are recognized under the line item
other expenses
in the
Consolidated Statements of
Income
. Revenue and expenses incurred from OREO property are recorded in
noninterest income
or
noninterest expense
, in the
Consolidated Statements of Income
, respectively.
 
Income Taxes
 
Income taxes reported in the
Consolidated Financial Statements
are computed based on an asset and liability approach. We recognize the amount of taxes payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We record net deferred tax assets to the extent it is more likely than
not
that they will be realized. In evaluating our ability to recover the deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations.
 
In projecting future taxable income, management develops assumptions including the amount of future state and federal pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates being used to manage the underlying business. We file consolidated federal and combined state income tax returns.
 
We recognize the financial statement effect of a tax position when it is more likely than
not,
based on the technical merits, that the position will be sustained upon examination. For tax positions that meet the more likely than
not
threshold, we
may
recognize only the largest amount of tax benefit that is greater than
fifty
percent likely to be realized upon ultimate settlement with the taxing authority. We believe that all of our tax positions taken meet the more likely than
not
recognition threshold. To the extent tax authorities disagree with these tax positions, our effective tax rates could be materially affected in the period of settlement with the taxing authorities. Interest and penalties related to unrecognized tax benefits are recorded in other noninterest expense.
See Note
19,
Income Taxes
in these
Notes to Consolidated Financial Statements
for more information on income taxes.
 
Revenue Recognition
 
Our primary sources of revenue are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are
not
within the scope of Topic
606
(Revenue from Contracts with Customers). We have evaluated the nature of our contracts with customers and determined that further disaggregation of revenue from contracts with customers into more granular categories beyond what is presented in the Consolidated Statements of Income was
not
necessary. For revenue sources that are within the scope of Topic
606,
we fully satisfy our performance obligations and recognize revenue in the period it is earned as services are rendered. Transaction prices are typically fixed; charged on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Topic
606
that significantly affects the determination of the amount and timing of revenue from contracts with our customers.
 
All of our revenue from contracts with customers in the scope of ASC
606
is recognized in Non-Interest Income. Sources of revenue from contracts with customers that are in the scope of ASC
606
include the following:
 
Service Charges on Deposit accounts - We earn monthly account fees and transaction-based fees from our customers for services rendered on deposit accounts. Fees charged to deposit accounts on a monthly basis are recognized as the performance obligation is satisfied at the end of the service period.
Transaction-based fees are based on specific services provided to our customer. The performance obligation is completed as the transaction occurs and the fees are recognized at the time each specific service is provided to the customer.
ATM and Point of Sale fees – We earn fees when debit cards we issued are used in transactions through card processing networks. The performance obligation is satisfied and the fees are earned when the cost of the transaction is charged to the cardholders’ account. The fees are recognized monthly.
Fees on Payroll and benefit processing – We earn fees by processing payroll and benefit payments for our business customers. The performance obligation is satisfied and the fees are recognized as each transaction is processed.
 
Share Based Payments
 
We have
one
active stock-based compensation plan that provides for equity awards including stock, stock options, restricted stock units and restricted stock to eligible employees and directors. The Bank of Commerce Holdings
2019
Equity Incentive Plan, was approved by the Holding Company’s shareholders on
May 21, 2019
and replaced the Amended and Restated
2010
Equity Incentive Plan.
 
In accordance with FASB ASC
718,
Stock Compensation,
we recognize in the
Consolidated
Statements of Income
the grant-date fair value of stock, stock options, restricted stock and other equity-based forms of compensation issued to employees over the employees’ requisite service period. We account for forfeitures as they occur.
 
The fair value of each option grant is estimated as of the grant date using the Black-Scholes option-pricing model using the following assumptions:
 
Volatility represents the historical volatility in the Holding Company’s common stock price, for a period consistent with the expected life of the option.
Risk free rate was derived from the U.S. Treasury rate at the time of the grant, which coincides with the expected life of the option.
Expected dividend yield is based on dividend trends and the market value of the Holding Company’s common stock at the time of grant.
Annual dividend rate is the ratio of the expected annual dividends to the Holding Company’s common stock price on the grant date.
Assumed forfeiture rate based on expected forfeiture rates.
Expected life is estimated based on the history of the Holding Company’s stock option holders and expectations regarding future forfeitures giving consideration to the contractual terms and vesting schedules, and represents the period of time that options granted are expected to be outstanding.
 
The fair value of stock grants and restricted stock grants are estimated as of the grant date using the fair value of the Company’s stock at the date of the grant.
 
Advertising Costs
 
For the years ended
December 31, 2019
and
2018,
advertising costs were
$160
thousand and
$47
thousand, respectively. Advertising costs are expensed as incurred.
 
Earnings per Share
 
Earnings per share is an important measure of our performance for investors and other users of financial statements. Certain of our securities, such as stock options or restricted stock, permit the holders to become common shareholders or add to the number of shares of common stock already held. Because there is potential reduction, called
dilution
, of earnings per share figures inherent in our capital structure, we are required to present a dual presentation of earnings per share - basic earnings per share and diluted earnings per share.
 
Basic earnings per share excludes dilution and is computed by dividing income by the weighted-average number of common shares outstanding for the period, excluding unvested restricted stock awards which do
not
have voting rights or share in dividends. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Holding Company. The computation of diluted earnings per share does
not
assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect on earnings per share.
 
We present both basic and diluted earnings per share on the face of the
Consolidated Statements of Income
. In addition, a detailed presentation of the earnings per share calculation is provided in Note
22,
Earnings Per Common Share
in these
Notes to Consolidated Financial Statements.
 
Fair Value Measurements
 
FASB ASC
820,
Fair Value Measurements and Disclosures,
defines fair value as the 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. FASB ASC
820
establishes a
three
-level hierarchy for disclosure of assets and liabilities recorded at fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used for measurement are observable or unobservable. Observable inputs reflect market-derived or market-based information obtained from independent sources, while unobservable inputs reflect our estimates about market data. In general, fair values determined by Level
1
inputs utilize quoted prices for identical assets or liabilities traded in active markets that we have the ability to access. Fair values determined by Level
2
inputs utilize inputs other than quoted prices included in Level
1
that are observable for the asset or liability, either directly or indirectly. Level
2
inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level
3
inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value
may
fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our 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.
 
Operating Segments
 
Public enterprises are required to report certain information about their operating segments in a complete set of financial statements to shareholders. They are also required to report certain enterprise-wide information about their products and services, their activities in different geographic areas, and their reliance on major customers. The basis for determining operating segments is the manner in which management operates the business. As of
December 31, 2019,
we operated under
one
primary business segment: Community Banking.
 
Business Combinations
 
We record acquisitions of businesses using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their estimated fair values at the date of acquisition. Management utilizes various valuation techniques and
third
party evaluations to determine these fair values. Any excess of the purchase price over amounts allocated to the acquired assets including identifiable intangible assets and liabilities assumed is recorded as goodwill.