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Note 2 - Business Combination | 3 Months Ended
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Mar. 31, 2025
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | Note 2: Business Combination On June 1, 2024 (the “Acquisition Date”), the Company completed its acquisition of Frontier Community Bank ("FCB"), a Virginia chartered commercial bank headquartered in Waynesboro, Virginia, in accordance with the definitive merger agreement entered on January 23, 2024, by and among the Company, the Bank and FCB. Upon completion of the merger, FCB merged with and into the Bank. Each share of FCB common stock was converted into either $14.48 in cash or 0.4250 shares of the Company’s common stock, with FCB shareholders having the ability to elect the merger consideration to be received, subject to the allocation and proration procedures set forth in the FCB Merger Agreement. The Company issued 464,855 shares of common stock and paid cash consideration of $2,050 to former FCB shareholders in the acquisition. As a result of the transaction, the Bank expanded its operations into the Waynesboro, Staunton and Lynchburg, Virginia markets. The acquisition of FCB was accounted for as a business combination using the acquisition method of accounting. Assets acquired, liabilities assumed, and consideration paid were recorded at estimated fair value on the Acquisition Date. The excess of the purchase price over the fair value of the net assets was recorded as provisional goodwill and represents the benefit from the transaction that is not otherwise quantifiable, including expected management and operational synergies and intangible assets that do not qualify for separate recognition. The Company does not expect that any portion of goodwill will be deductible. Please refer to the Company’s 2024 Form 10-K, Note 22: Business Combinations for additional information of the acquisition of FCB. The following table presents the calculation of the purchase price and the fair value of the identifiable assets and liabilities as of the Acquisition Date.
June 1, 2024 |  | As Recorded by FCB |  |  | Estimated Fair Value Adjustments |  |  | Estimated Fair Values as Recorded by NBI |
Purchase Price Consideration: |  |  |  |  |  |  |  |  |
Stock consideration(1) |  |  |  |  |  |  |  | $ | 14,299 |
Cash consideration (2) |  |  |  |  |  |  |  |  | 2,050 |
Total purchase price consideration |  |  |  |  |  |  |  | $ | 16,349 |
Identifiable assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 8,993 |  |  | $ | (59 | ) |  | $ | 8,934 |
Securities |  |  | 9,325 |  |  |  | (5 | ) |  |  | 9,320 |
Loans, gross, purchased performing |  |  | 115,589 |  |  |  | (7,720 | ) |  |  | 107,869 |
Loans, gross, purchased credit deteriorated |  |  | 11,157 |  |  |  | (822 | ) |  |  | 10,335 |
Loans in process |  |  | 539 |  |  |  | – |  |  |  | 539 |
Deferred fees and costs on loans |  |  | 34 |  |  |  | (34 | ) |  |  | – |
Allowance for credit losses on loans |  |  | (881 | ) |  |  | 881 |  |  |  | – |
Premises and equipment |  |  | 3,003 |  |  |  | 449 |  |  |  | 3,452 |
Core deposit intangible |  |  | – |  |  |  | 2,100 |  |  |  | 2,100 |
Other assets |  |  | 4,998 |  |  |  | 966 |  |  |  | 5,964 |
Total identifiable assets acquired |  | $ | 152,757 |  |  | $ | (4,244 | ) |  | $ | 148,513 |
Identifiable Liabilities |  |  |  |  |  |  |  |  |
Deposits |  | $ | 130,323 |  |  | $ | (606 | ) |  | $ | 129,717 |
Borrowings |  |  | 5,250 |  |  |  | (20 | ) |  |  | 5,230 |
Other liabilities |  |  | 1,960 |  |  |  | 131 |  |  |  | 2,091 |
Total identifiable liabilities assumed |  | $ | 137,533 |  |  | $ | (495 | ) |  | $ | 137,038 |
Fair value of net assets acquired |  |  |  |  |  |  |  | $ | 11,475 |
Goodwill (3) |  |  |  |  |  |  |  | $ | 4,874 |
(1) The Company issued 464,855 shares of its common stock valued at $30.76 per share, which was the closing price of the Company’s common stock on May 31, 2024, the last day of trading prior to the consummation of the acquisition. (2) Cash consideration was paid for shareholder elections, fractional shares and to settle outstanding vested stock options. The merger agreement provided for up to 10% of consideration to be paid in cash of $14.48 per FCB common share, at the shareholders’ election. Payments for shareholder elections and fractional shares totaled $1,769. Outstanding and vested options were settled at the difference between $14.48 and the strike price and totaled $281. (3) The Company kept the measurement of goodwill open until December 31, 2024 in order to reflect any adjustments to the fair value of assets acquired and liabilities assumed that arose during the Company’s final review procedures. The Company recorded a small measurement period adjustment to goodwill between the acquisition date and December 31, 2024. For more information, please refer to the Company’s 2024 Form 10-K, Note 17: Goodwill and Other Intangibles.

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