First Community Bankshares, Inc. · NASDAQ:FCBC
First Community Bankshares — Merger or Acquisition (November 2022)
19 slides from First Community Bankshares's merger presentation, Nov 18, 2022
Slide 1: First Community Bankshares Announces Acquisition of Surrey Bancorp
First Community Bankshares, Inc. (NASDAQ: FCBC) Announces Acquisition of Surrey Bancorp (OTCPK: SRYB) November 18, 2022
Slide 2: Compliance Disclosures: Important Information for Shareholders
Ee kirst < : : Community Compliance Disclosures Bankshares, Inc. Important Information for Shareholders This presentation shall not constitute an offer to sall, the solicitation of an offer to sell, or the solicitation of an offer to buy any securities or the solicitation of any vote or approval, no
Slide 3: Legal Disclaimer: Forward-Looking Statements
Ee kirst < . , Communit Legal Disclaimer ashame) inc. Forward-Looking Statements Certain of the statements made in this presentation may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act o
Slide 4: Enhancing the Franchise: Strategic Market Expansion
Ee kirst < ? A Communit Enhancing the Franchise Bankshares,/Inc, Strategic Market Expansion = The proposed acquisition of Surrey Bancorp (“SRYB’) by First Community Bankshares, Inc. (‘FCBC”) creates a $3.6 billion asset banking franchise with 55 branches serving southwest Virginia, western North Car
Slide 5: Combined Franchise
Ee kirst < : : Communit Combined Franchise Bankshares,/Inc, Cincidatz. aay i VIRGINIA Sea Run H i Huntington hhartsonburg e- : cation CS | isville Faria Lexington ee 3 % ve ® rend KENTUCKY VIRGINIA oetltna gent foo) Newport News)Hampton ot 7s Nisa teach = e of e ™ @ s : e gs. FCBC rece ve stasatém <
Slide 6: Financially Attractive for Both Shareholder Bases
First. Financially Attractive for Both Shareholder Bases See aie First. Community SURREY Bankshares, Inc. BANCORP = $3.2 billion asset bank - Headquartered in Bluefield, VA - Roots dating back to 1874 ~ Publicly-traded under ticker “FCBC" = Consistent, quality earings growth and momentum - 5-year EP
Slide 7: Transaction Terms
Transaction Terms First. Community Bankshares, Inc. FCBC acquires 100% of SRYB outstanding common stock and RSUs = 100% Stock Consideration = Fixed exchange ratio of 0.7159 shares of FCBC common stock for each share of SRYB common stock Total merger value of $110.8 million'?, or $26.37 per share Pri
Slide 8: Transaction Rationale
First 2 : Communit Transaction Rationale Bankshares,/Inc, = Improves footprint and connectivity in Surrey’s concentrated markets across northwest North Carolina = Consolidates similar markets where traditional community banking is most effective and profitable = Adopts and Expands Surrey’s robust Go
Slide 9: Key Transaction Assumptions
First : ‘ Communit Key Transaction Assumptions Bankshares,/Inc, 40% of SRYB’s annual Noninterest Expense base — 50% realized in 2023 and 100% thereafter Approximately $8.9 million in combined pre-tax merger expenses = Total gross loan fair value mark of ~$2.3 million (0.9% of loans) = 74% | 26% PCD
Slide 10: Extensive Credit Due Diligence Completed
Extensive Credit Due Diligence Completed duly 31 Loan Trial Balance + $313.6mm Total Loan Exposure + $238.5mm Current Balance 68% Guaranteed Loan Exposure 47% Loan Penetration Based on Total Exposure and 46% of the Total Balance Outstanding 66% C&l Exposure Selected Loan Sample 109 Loans $153.3mm To
Slide 11: Overview of Surrey Bancorp
cae, First. , Communit Overview of Surrey Bancorp Bankshar rs Ines General Corporate Informati Financial Highlights S 2018Y_ 20197 20207 2021Y Lm™ Balance Sheet ($000) SURREY Total Assets 309,150 929,620 431,064 480,635 499,789 Total Net Loans 228422 298,272 283,907 245,900 244,416 BANCORP Total Dep
Slide 12: Surrey's Relationship-based Approach
Ee kirst < : : Communit Surrey’s Relationship-based Approach Bankshares,/Inc, Full-service Offering to Businesses Loan Composition + Surrey’s loan portfolio centers around teen: relationship-based business lending in the am owner-occupied CRE and Cl verticals, making up 54% of loans Geiand + Most co
Slide 13: Surrey Bancorp Market Overview
First F Communit Surrey Bancorp Market Overview Bankshares,/Inc, Surry County, NC Wilkes County, NC Yr. allura APPALACHIAN LUMBER CO! ating te Waar irene = Strong presence of growing building material companies as well as several other notable employers = Population of 65,000+ with over 1,100 busine
Slide 14: Pro Forma Deposit Market Share
cae, First. ; Communit Pro Forma Deposit Market Share Bankshares,/Inc, Combined Counties of Operations Mortat_ Number of Total Deposit w Rank Insttution Nome Shae (%6)_ Benches ($600) 4. Trust Financial Corporation (NC) 182 8 TTT oT . 2 loro coms 09 jee West Virgina hd ProForm 1 cratieston “prota Fi
Slide 15: Pro Forma Loan & Deposit Composition
Pro Forma Loan & Deposit Composition p Fcec Sal neuer C20, son Omer uy = RES atari Ea $2.4B Total Loans sie MRQ Loan Yield: 4.52% 18 Dare Savings wis a Total Deposits Peele 7am mi Y Jumbo Tin am ome MRQ Cost of Deposits: 0.05%. SRYB cal 267% congue ‘ther eo 80.9 ot 1 ‘Family $ ie Total Loans Home Eq
Slide 16: SRYB Government Guaranteed Lending
First : Communit SRYB Government Guaranteed Lending Bankshares) Inc. CRS _ = Surrey began its Government Guaranteed Lending ("GGL’) program 25 years ago and has expanded to become a GGL leader in NC and VA Total GGL Balance: = On all of Surrey's Small Business Administration SBA") Loans, only two re
Slide 17: Mutually Beneficial Future Direction & Vision
First. _ an _. Community Expand Mutually Beneficial Future Direction & Vision Bankshares, Inc. = Competitive Deposit and Loan Products = Delivery of Professional Service fifi. Customers = Implementation of Government Guaranteed Lending Program = Focus on driving high risk-adjusted total retums = Foc
Slide 18: Summary
Ee kirst < Community Summary Bankshares, Inc. = Consolidates and logically expands the franchise into attractive markets with familiar characteristics = Complements commitment to traditional community banking and the value proposition of our markets = Further strengthens First Community’s and Surrey
Slide 19: PO Box
PO Box 989 Bluefield, VA 24605 (276) 326-9000
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