8-K
FIRST COMMUNITY BANKSHARES INC /VA/ (FCBC)
| UNITED STATES | ||
|---|---|---|
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| FORM 8-K | ||
| CURRENT REPORT | ||
| Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 | ||
| Date of Report (Date of earliest event reported): March29, 2022 | ||
| FIRST COMMUNITY BANKSHARES, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| Virginia | 000-19297 | 55-0694814 |
| --- | --- | --- |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| P.O. Box 989<br><br> <br>Bluefield, Virginia | 24605-0989 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: (276) 326-9000 | ||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
| Securities registered pursuant to Section 12(b) of the Act: | ||
| --- | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common Stock ($1.00 par value) | FCBC | NASDAQ Global Select |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). | ||
| --- | ||
| Emerging growth company ☐ | ||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 8.01 Other Events.
On March 29, 2022, First Community Bank, the wholly-owned banking subsidiary of First Community Bankshares, Inc. entered into a Purchase and Assumption Agreement with Benchmark Community Bank, the banking subsidiary of Benchmark Bankshares, Inc., in which First Community Bank has agreed to sell and Benchmark Community Bank has agreed to purchase First Community Bank’s Emporia, Virginia branch. A copy of the press release announcing the transaction is attached to this filing as Exhibit 99.1 and is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose. Subject to regulatory approval as well as customary closing conditions, the transaction is expected to close by the end of this year.
Item 9.01 Financial Statements and Exhibits.
| (d) | The following exhibits are included with this report: |
|---|---|
| Exhibit No. | Exhibit Description |
| --- | --- |
| 99.1 | Press release dated April 1, 2022 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include: changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission reports, including but not limited to the Annual Report on Form 10-K for the most recent year ended. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST COMMUNITY BANKSHARES, INC. | |||
|---|---|---|---|
| Date: | April 1, 2022 | By: | /s/ David D. Brown |
| David D. Brown | |||
| Chief Financial Officer |
ex_354137.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE 04/01/2022
| Contact: | Helen Person |
|---|---|
| VP/Director of Marketing & Public Relations | |
| 434-676-5112 | |
| helen.person@bcbonline.com |
Benchmark Community Bank enters agreement with First Community Bank
Benchmark Community Bank and First Community Bank jointly announced today their entry into an agreement pursuant to which Benchmark will purchase First Community’s Emporia, Virginia Branch. The purchase includes the branch real estate, certain personal property, and all deposits (but not loans) associated with the branch.
The sole subsidiary of Benchmark Bankshares, Inc. (OTC Pink: BMBN), Benchmark Community Bank (“Benchmark”) is headquartered in Kenbridge, Virginia. First Community Bank (“First Community”), the banking subsidiary of First Community Bankshares, Inc. (NASDAQ: FCBC), is headquartered in Bluefield, Virginia.
Benchmark opened its Emporia branch in September, 2018, as the fifteenth of its seventeen locations. The bank operates fourteen ATMs located throughout southside Virginia and northern North Carolina. Its menu of products and services include 24-Hour account access via Internet Banking and Bank-by-Phone, as well as mobile banking for both personal deposit and business accounts. Benchmark offers a full array of personal, business, and mortgage loan products.
“Since moving to Emporia in 2018, we have looked for an opportunity to move into a larger, full-service facility in the community,” said Jay A Stafford, President and Chief Executive Officer of Benchmark Community Bank. “Our current location has served as a wonderful introduction to the Emporia community. We are excited to serve First Community’s customers and expand our product and service offerings to the citizens of Emporia and the surrounding area.”
Gary Mills, President of First Community Bankshares, Inc. and Chief Executive Officer and President of First Community Bank, commented, “Our staff members in Emporia are all outstanding. In fact, our Emporia customers and the Emporia community are top notch. While we appreciate the Emporia community, we recognize that our Emporia branch is geographically removed from our Richmond operations and Southwest Virginia headquarters. We have known Jay and his team for a long time and are confident Benchmark will do well by our employees and customers.”
The transaction, which is subject to customary closing conditions, including the receipt of all required regulatory approvals, enables both banks to achieve further concentration of banking operations in their respective core operating markets. It is anticipated to close later this year.
# # #
About Benchmark Community Bank
Benchmark Community Bank, Member FDIC, Equal Housing Lender, opened in 1971 as The Lunenburg County Bank and added its Victoria branch in 1974. In 1989, the bank expanded operations to neighboring Prince Edward and Mecklenburg Counties as Benchmark Community Bank. The bank operates 16 full-service branches, one loan production office and 14 ATMs. To learn more about Benchmark, please visit one of our branch locations or our website at www.bcbonline.com.
About First Community Bankshares, Inc.
First Community Bankshares, Inc., a financial holding company headquartered in Bluefield, Virginia, provides banking products and services through its wholly owned subsidiary First Community Bank. First Community Bank operated 49 branch banking locations in Virginia, West Virginia, North Carolina, and Tennessee as of December 31, 2021. First Community Bank offers wealth management and investment advice through its Trust Division and First Community Wealth Management, which collectively managed and administered $1.32 billion in combined assets as of December 31, 2021. The Company reported consolidated assets of $3.19 billion as of December 31, 2021. The Company’s common stock is listed on the NASDAQ Global Select Market under the trading symbol, “FCBC”. Additional investor information is available on the Company’s website at www.firstcommunitybank.com.
This news release may include forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include: changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission reports including, but not limited to, the Annual Report on Form 10-K for the most recent fiscal year end. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.