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Primis Financial Corp. - Quarter Report: 2023 March (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2023

Commission File No. 001-33037

PRIMIS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Virginia

20-1417448

(State or other jurisdiction

(I.R.S. Employer Identification No.)

of incorporation or organization)

6830 Old Dominion Drive

McLean, Virginia 22101

(Address of principal executive offices) (zip code)

(703) 893-7400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading symbol

Name of each exchange on which registered:

Common Stock, par value $0.01 per share

FRST

NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes        No 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes        No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b–2 of the Exchange Act:

Large accelerated filer 

Accelerated filer 

Smaller reporting company 

Non-accelerated filer 

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. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  No 

As of May 2, 2023, there were 24,685,064 shares of common stock, $0.01 par value, outstanding.

Table of Contents

PRIMIS FINANCIAL CORP.

FORM 10-Q

March 31, 2023

TABLE OF CONTENTS

    

PAGE

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022

2

Condensed Consolidated Statements of Income and Comprehensive Income (Loss) for the three months ended March 31, 2023 and 2022

3

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2023 and 2022

4

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022

5

Notes to Condensed Unaudited Consolidated Financial Statements

6

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

32

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

45

Item 4 – Controls and Procedures

47

PART II - OTHER INFORMATION

Item 1 – Legal Proceedings

47

Item 1A – Risk Factors

48

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

48

Item 3 – Defaults Upon Senior Securities

48

Item 4 – Mine Safety Disclosures

48

Item 5 – Other Information

48

Item 6 - Exhibits

49

Signatures

51

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PRIMIS FINANCIAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

    

March 31, 

    

December 31, 

2023

2022

ASSETS

(unaudited)

Cash and cash equivalents:

 

  

 

  

Cash and due from financial institutions

$

7,078

 

$

6,868

Interest-bearing deposits in other financial institutions

 

600,047

 

 

70,991

Total cash and cash equivalents

 

607,125

 

 

77,859

Securities available-for-sale, at fair value

 

231,468

 

 

236,315

Securities held-to-maturity, at amortized cost (fair value of $12,230 and $12,449, respectively)

 

13,115

 

 

13,520

Loans held for sale, at fair value

42,011

27,626

Loans held for investment

 

3,043,732

 

 

2,948,836

Less: allowance for credit losses

 

(35,727)

 

 

(34,544)

Net loans

 

3,008,005

 

 

2,914,292

Stock in Federal Reserve Bank (FRB) and Federal Home Loan Bank (FHLB)

 

12,083

 

 

25,815

Bank premises and equipment, net

 

25,136

 

 

25,257

Assets held for sale

3,115

3,115

Operating lease right-of-use assets

9,352

5,335

Goodwill

 

104,609

 

 

104,609

Intangible assets, net

 

2,930

 

 

3,254

Bank-owned life insurance

 

67,591

 

 

67,201

Deferred tax assets, net

 

18,825

 

 

18,289

Other assets

 

60,041

 

 

49,050

Total assets

$

4,205,406

 

$

3,571,537

LIABILITIES AND STOCKHOLDERS' EQUITY

 

  

 

 

  

Noninterest-bearing demand deposits

$

497,531

 

$

582,556

Interest-bearing deposits:

 

 

 

NOW accounts

 

835,348

 

 

617,687

Money market accounts

 

865,115

 

 

811,365

Savings accounts

 

971,439

 

 

245,713

Time deposits

 

498,564

 

 

465,057

Total interest-bearing deposits

 

3,170,466

 

 

2,139,822

Total deposits

 

3,667,997

 

 

2,722,378

Securities sold under agreements to repurchase - short term

 

4,346

 

 

6,445

FHLB advances

 

 

 

325,000

Junior subordinated debt - long term

 

9,794

 

 

9,781

Senior subordinated notes - long term

 

85,588

 

 

85,531

Operating lease liabilities

9,799

5,767

Other liabilities

 

27,617

 

 

22,232

Total liabilities

 

3,805,141

 

 

3,177,134

Commitments and contingencies (See Note 8)

 

 

 

Stockholders' equity:

 

  

 

 

  

Preferred stock, $0.01 par value. Authorized 5,000,000 shares; no shares issued and outstanding

 

 

 

Common stock, $0.01 par value. Authorized 45,000,000 shares; 24,685,064 and 24,680,097 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

 

246

 

 

246

Additional paid in capital

 

312,903

 

 

312,722

Retained earnings

 

110,591

 

 

107,285

Accumulated other comprehensive loss

 

(23,475)

 

 

(25,850)

Total stockholders' equity

 

400,265

 

 

394,403

Total liabilities and stockholders' equity

$

4,205,406

 

$

3,571,537

See accompanying notes to unaudited condensed consolidated financial statements.

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PRIMIS FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(dollars in thousands, except per share amounts) (Unaudited)

For the Three Months Ended March 31, 

    

2023

    

2022

Interest and dividend income:

 

  

 

  

Interest and fees on loans

$

41,351

$

24,749

Interest and dividends on taxable securities

 

1,483

 

1,325

Interest and dividends on tax exempt securities

 

101

 

105

Interest and dividends on other earning assets

 

4,224

 

406

Total interest and dividend income

 

47,159

 

26,585

Interest expense:

 

  

 

Interest on deposits

 

15,044

 

2,373

Interest on other borrowings

 

3,705

 

1,358

Total interest expense

 

18,749

 

3,731

Net interest income

 

28,410

 

22,854

Provision for credit losses

 

5,187

 

99

Net interest income after provision for credit losses

 

23,223

 

22,755

Noninterest income:

 

  

 

Account maintenance and deposit service fees

 

1,216

 

1,351

Income from bank-owned life insurance

 

420

 

375

Mortgage banking income

 

4,315

 

Gain on sale of loans

478

Credit enhancement income

4,886

Other noninterest income

 

217

 

364

Total noninterest income

 

11,532

 

2,090

Noninterest expenses:

 

  

 

Salaries and benefits

 

15,028

 

9,625

Occupancy expenses

 

1,445

 

1,457

Furniture and equipment expenses

 

1,577

 

1,100

Amortization of intangible assets

 

317

 

341

Virginia franchise tax expense

 

849

 

813

Data processing expense

 

2,251

 

1,490

Marketing expense

569

465

Telephone and communication expense

 

377

 

382

Net gain on other real estate owned

 

 

(59)

Professional fees

 

862

 

1,094

Credit enhancement costs

873

Other operating expenses

 

3,249

 

2,279

Total noninterest expenses

 

27,397

 

18,987

Income before income taxes

 

7,358

 

5,858

Income tax expense

 

1,583

 

1,265

Net income

$

5,775

$

4,593

Other comprehensive income (loss):

 

  

 

Unrealized gain (loss) on available-for-sale securities

$

3,006

$

(13,376)

Tax (benefit) expense

 

631

(2,809)

Other comprehensive income (loss)

 

2,375

(10,567)

Comprehensive income (loss)

$

8,150

$

(5,974)

Earnings per share, basic

$

0.23

$

0.19

Earnings per share, diluted

$

0.23

$

0.19

   

See accompanying notes to unaudited condensed consolidated financial statements.

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PRIMIS FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(dollars in thousands, except per share amounts) (Unaudited)

For the Three Months Ended March 31, 2023

Accumulated

Additional

Other

Common Stock

Paid in

Retained

Comprehensive

    

Shares

    

Amount

    

Capital

    

Earnings

    

Income (loss)

    

Total

Balance December 31, 2022

24,680,097

$

246

$

312,722

$

107,285

$

(25,850)

$

394,403

Net income

 

 

 

 

5,775

 

 

5,775

Changes in other comprehensive income on investment securities (net of tax expense, $631)

2,375

2,375

Dividends on common stock ($0.10 per share)

 

 

 

 

(2,469)

 

 

(2,469)

Issuances of common stock

8,000

Shares retired to unallocated

(1,033)

Stock option exercises

85

85

Restricted stock forfeited

(2,000)

Repurchase of restricted stock

(12)

(12)

Stock-based compensation expense

 

 

 

108

 

 

 

108

Balance - March 31, 2023

24,685,064

$

246

$

312,903

$

110,591

$

(23,475)

$

400,265

For the Three Months Ended March 31, 2022

Accumulated

Additional

Other

Common Stock

Paid in

Retained

Comprehensive

    

Shares

    

Amount

    

Capital

    

Earnings

    

Income (Loss)

    

Total

Balance December 31, 2021

24,574,619

$

245

$

311,127

$

99,397

$

1,112

$

411,881

Net income

 

 

 

 

4,593

 

 

4,593

Changes in other comprehensive loss on investment securities (net of tax benefit, $2,809)

(10,567)

(10,567)

Dividends on common stock ($0.10 per share)

 

 

 

 

(2,457)

 

 

(2,457)

Shares retired to unallocated

(538)

Restricted stock granted

1,500

Repurchase of restricted stock

(6)

(6)

Stock-based compensation expense

 

 

751

 

 

 

751

Shares issued in lieu of bonus

47,158

Balance - March 31, 2022

24,622,739

$

245

$

311,872

$

101,533

$

(9,455)

$

404,195

See accompanying notes to unaudited condensed consolidated financial statements.

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PRIMIS FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(dollars in thousands, except per share amounts) (Unaudited)

For the Three Months Ended March 31, 

    

2023

    

2022

Operating activities:

 

  

 

  

Net income

$

5,775

$

4,593

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:

 

  

 

Depreciation and amortization

 

2,138

 

1,596

Net amortization (accretion) of premiums and discounts

 

(794)

 

166

Provision for credit losses

 

5,187

 

99

Origination of loans held for sale

(123,165)

Proceeds from sale of loans held for sale

107,749

Net gains on mortgage banking

(4,315)

Net gains on sale of loans

(478)

Earnings on bank-owned life insurance

 

(390)

 

(375)

Gain on bank-owned life insurance death benefit

(30)

Stock-based compensation expense

 

108

 

751

Gain on other real estate owned

 

 

(59)

Credit enhancement income

(4,886)

Provision (benefit) for deferred income taxes

 

(1,167)

 

Net (increase) decrease in other assets

 

(1,726)

 

469

Net increase (decrease) in other liabilities

 

4,839

 

(4,197)

Net cash and cash equivalents (used in) provided by operating activities

(11,155)

 

3,043

Investing activities:

 

  

 

  

Purchases of securities available-for-sale

 

 

(22,585)

Proceeds from paydowns, maturities and calls of securities available-for-sale

 

7,599

 

8,516

Proceeds from paydowns, maturities and calls of securities held-to-maturity

 

395

 

6,775

Net decrease of FRB and FHLB stock

13,732

3,594

Net (increase) decrease in loans

 

(97,841)

 

(53,248)

Proceeds from bank-owned life insurance death benefit

873

Proceeds from sales of other real estate owned, net of improvements

181

Purchases of bank premises and equipment

 

(461)

 

(47)

Net cash and cash equivalents used in investing activities

 

(75,703)

 

(56,814)

Financing activities:

 

  

 

Net (decrease) increase in deposits

 

945,619

 

(76,972)

Cash dividends paid on common stock

 

(2,469)

 

(2,457)

Proceeds from exercised stock options

 

85

 

Repurchase of restricted stock

(12)

(6)

Repayment of short-term borrowings

(325,000)

(100,000)

Increase (decrease) in securities sold under agreements to repurchase

 

(2,099)

 

1,269

Net cash and cash equivalents provided by financing activities

 

616,124

 

(178,166)

Net change in cash and cash equivalents

 

529,266

 

(231,937)

Cash and cash equivalents at beginning of period

 

77,859

 

530,167

Cash and cash equivalents at end of period

$

607,125

$

298,230

Supplemental disclosure of cash flow information

 

  

 

Cash payments for:

 

  

 

Interest

$

16,288

$

4,259

Income taxes

$

$

5

Non-cash investing and financing activities:

Initial recognition of operating lease right-of-use assets

$

4,017

$

See accompanying notes to unaudited condensed consolidated financial statements.

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PRIMIS FINANCIAL CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

1.      ACCOUNTING POLICIES

Primis Financial Corp. (“Primis,” “we,” “us,” “our” or the “Company”) is the bank holding company for Primis Bank (“Primis Bank” or the “Bank”), a Virginia state-chartered bank which commenced operations on April 14, 2005. Primis Bank provides a range of financial services to individuals and small and medium-sized businesses.

At March 31, 2023, Primis Bank had thirty-two full-service branches in Virginia and Maryland and also provided services to customers through certain online and mobile applications. Thirty full-service retail branches are in Virginia and two full-service retail branches are in Maryland. The Company is headquartered in McLean, Virginia and has administrative offices in Tysons Corner, Virginia and Glen Allen, Virginia and an operations center in Atlee, Virginia.

The accounting policies and practices of Primis and its subsidiaries conform to U.S. generally accepted accounting principles (“U.S. GAAP”) and to general practice within the banking industry. Major policies and practices are described below.

Principles of Consolidation

The consolidated financial statements include the accounts of Primis and its subsidiaries Primis Bank, Primis Mortgage Company and EVB Statutory Trust I (the “Trust”). Significant inter-company accounts and transactions have been eliminated in consolidation. Primis consolidates subsidiaries in which it holds, directly or indirectly, more than 50 percent of the voting rights or where it exercises control. Entities where Primis holds 20 to 50 percent of the voting rights, or has the ability to exercise significant influence, or both, are accounted for under the equity method. Primis owns the Trust which is an unconsolidated subsidiary and the junior subordinated debt owed to the Trust is reported as a liability of Primis.

We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (“VIE”) under U.S. GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. We consolidate voting interest entities in which we have all, or at least a majority of, the voting interest. As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. The Company has investments in VIE’s for which we are not the primary beneficiary and, as such, are not included in our consolidated financial statements.

On May 31, 2022, Primis Bank completed the acquisition (the “Acquisition”) of 100% of the outstanding capital stock of SeaTrust Mortgage Company (“SeaTrust”), a North Carolina corporation from Community First Bank, Inc. (the “Seller”) pursuant to the Stock Purchase Agreement, dated as of April 28, 2022 (the “Purchase Agreement”) by and among the Bank, Seller, and SeaTrust. As a result, SeaTrust became a wholly owned subsidiary of Primis Bank on May 31, 2022. Following the closing of the Acquisition, on June 1, 2022, the Bank changed the name of SeaTrust to Primis Mortgage Company (“Primis Mortgage”). Pursuant to the Purchase Agreement, the Bank paid an aggregate purchase price of $7.0 million in cash to Seller at closing and assumed $19.3 million of SeaTrust’s indebtedness under certain warehouse lending facilities.

The table below illustrates the unaudited pro forma revenue and net income of the combined entities had the acquisition taken place on January 1, 2022. The unaudited combined pro forma revenue and net income combines the historical results of SeaTrust with the Company's consolidated statements of operations for the periods listed below and, while no material adjustments were made for the estimated effect of certain fair value adjustments and other acquisition-related activity, they

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are not indicative of what would have occurred had the acquisition actually taken place on January 1, 2022. The pro forma financial information does not include the impact of possible business model changes, nor does it consider any potential impacts of current market conditions or revenues, expense efficiencies or other factors.

    

For the Three Months Ended March 31, 

    

(dollars in thousands)

2023

2022

Total revenues

$

58,691

$

30,810

Net income

$

5,775

$

4,450

Operating Segments

The Company, through its Bank subsidiary, provides a broad range of financial services. While the Company’s chief operating decision makers monitor the revenue streams of the various financial products and services, operations are managed and financial performance is evaluated on an organization-wide basis. Management has determined that the Company has two reportable operating segments: Primis Mortgage and Primis Bank, as discussed in Note 10 – Segment Information.

Basis of Presentation

The unaudited consolidated financial statements and notes thereto have been prepared in accordance with U.S. GAAP for interim financial information and instructions for Form 10-Q and follow general practice within the banking industry. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in Primis’ Annual Report on Form 10-K for the year ended December 31, 2022.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Estimates that are particularly susceptible to change in the near term include: the determination of the allowance for credit losses, the fair value of investment securities, credit impairment of investment securities, the valuation of goodwill and deferred tax assets. Management monitors and continually reassess these at each reporting period.

Recent Accounting Pronouncements

In March 2022, Financial Accounting Standards Board (“FASB”)  issued Accounting Standards Codification (“ASC”)  2022-02, Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors in ASC 310-40 and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under FASB ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancing and restructurings for borrowers experiencing financial difficulty. The Company adopted the guidance in the first quarter of 2023, which did not have a material impact on the Company’s consolidated financial statements and disclosures.

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2.      INVESTMENT SECURITIES

The amortized cost and fair value of available-for-sale investment securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows (in thousands):

Amortized

Gross Unrealized

Fair

    

Cost

    

Gains

    

Losses

    

Value

March 31, 2023

Residential government-sponsored mortgage-backed securities

$

116,844

$

$

(14,927)

$

101,917

Obligations of states and political subdivisions

 

34,026

 

21

 

(4,047)

 

30,000

Corporate securities

 

16,000

 

 

(1,922)

 

14,078

Collateralized loan obligations

 

5,021

 

 

(130)

 

4,891

Residential government-sponsored collateralized mortgage obligations

 

27,388

 

26

 

(1,779)

 

25,635

Government-sponsored agency securities

 

17,731

 

 

(2,631)

 

15,100

Agency commercial mortgage-backed securities

 

38,871

(4,274)

 

34,597

SBA pool securities

 

5,302

 

11

 

(63)

 

5,250

Total

$

261,183

$

58

$

(29,773)

$

231,468

Amortized

Gross Unrealized

Fair

    

Cost

    

Gains

    

Losses

    

Value

December 31, 2022

Residential government-sponsored mortgage-backed securities

$

119,371

$

1

$

(16,491)

$

102,881

Obligations of states and political subdivisions

 

34,103

 

2

 

(4,927)

 

29,178

Corporate securities

 

16,000

 

 

(1,172)

 

14,828

Collateralized loan obligations

 

5,022

 

 

(146)

 

4,876

Residential government-sponsored collateralized mortgage obligations

 

28,643

 

 

(2,048)

 

26,595

Government-sponsored agency securities

 

17,719

 

 

(3,103)

 

14,616

Agency commercial mortgage-backed securities

 

42,180

(4,763)

 

37,417

SBA pool securities

 

5,998

 

13

 

(87)

 

5,924

Total

$

269,036

$

16

$

(32,737)

$

236,315

The amortized cost, gross unrecognized gains and losses, allowance for credit losses and fair value of investment securities held-to-maturity were as follows (in thousands):

Amortized

Gross Unrecognized

Allowance for

Fair

    

Cost

    

Gains

    

Losses

    

Credit Losses

    

Value

March 31, 2023

Residential government-sponsored mortgage-backed securities

$

10,146

$

$

(841)

$

$

9,305

Obligations of states and political subdivisions

 

2,722

 

4

 

(32)

 

 

2,694

Residential government-sponsored collateralized mortgage obligations

 

247

 

 

(16)

 

 

231

Total

$

13,115

$

4

$

(889)

$

$

12,230

Amortized

Gross Unrecognized

Allowance for

Fair

    

Cost

    

Gains

    

Losses

    

Credit Losses

    

Value

December 31, 2022

Residential government-sponsored mortgage-backed securities

$

10,522

$

$

(1,007)

$

$

9,515

Obligations of states and political subdivisions

 

 

2,721

 

3

 

(46)

 

 

2,678

Residential government-sponsored collateralized mortgage obligations

 

 

277

 

 

(21)

 

 

256

Total

$

13,520

$

3

$

(1,074)

$

$

12,449

No available-for-sale investment securities were purchased during the three months ended March 31, 2023. During the three months ended March 31, 2022, $22.6 million of available-for-sale investment securities were purchased. No held-

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to-maturity investments were purchased during the three months ended March 31, 2023 and 2022. No investment securities were sold during the three months ended March 31, 2023 and 2022.

The amortized cost and fair value of available-for-sale and held-to-maturity investment securities as of March 31, 2023, by contractual maturity were as follows (in thousands). Investment securities not due at a single maturity date are shown separately.

Available-for-Sale

Held-to-Maturity

    

Amortized

    

    

Amortized

    

Cost

Fair Value

Cost

Fair Value

Due within one year

$

1,500

$

1,493

$

$

Due in one to five years

10,021

9,258

868

868

Due in five to ten years

 

29,178

 

25,747

 

1,519

 

1,491

Due after ten years

 

32,079

 

27,571

 

335

 

335

Residential government-sponsored mortgage-backed securities

 

116,844

 

101,917

 

10,146

 

9,305

Residential government-sponsored collateralized mortgage obligations

 

27,388

 

25,635

 

247

 

231

Agency commercial mortgage-backed securities

 

38,871

 

34,597

 

 

SBA pool securities

 

5,302

 

5,250

 

 

Total

$

261,183

$

231,468

$

13,115

$

12,230

Investment securities with a carrying amount of approximately $97.9 million and $99.4 million at March 31, 2023 and December 31, 2022, respectively, were pledged to secure public deposits, certain other deposits, a line of credit for advances from the Federal Home Loan Bank (“FHLB”) of Atlanta, and repurchase agreements.

Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to U.S. Treasury and residential mortgage-backed securities issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. With regard to securities issued by States and political subdivisions and other held-to-maturity securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities and (iv) internal forecasts. As of March 31, 2023, Primis had an immaterial allowance for credit losses on held-to-maturity securities.

The unrealized losses related to investment securities available-for-sale identified as of March 31, 2023 and December 31, 2022, relate to changes in interest rates relative to when the investment securities were purchased, and do not indicate credit-related impairment. Primis performs quantitative and qualitative analysis in this determination. As a result of the Company’s analysis, none of the securities were deemed to require an allowance for credit losses at March 31, 2023 and

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December 31, 2022. Primis has the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses.

The following tables present information regarding investment securities available-for-sale and held-to-maturity in a continuous unrealized loss position as of March 31, 2023 and December 31, 2022 by duration of time in a loss position (in thousands):

Less than 12 months

12 Months or More

Total

March 31, 2023

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

Available-for-Sale

value

Losses

value

Losses

value

Losses

Residential government-sponsored mortgage-backed securities

$

5,551

$

(232)

$

96,257

$

(14,695)

$

101,808

$

(14,927)

Obligations of states and political subdivisions

4,246

(24)

22,042

(4,023)

26,288

(4,047)

Corporate securities

5,684

(316)

8,394

(1,606)

14,078

(1,922)

Collateralized loan obligations

4,891

(130)

4,891

(130)

Residential government-sponsored collateralized mortgage obligations

5,793

(149)

15,087

(1,630)

20,880

(1,779)

Government-sponsored agency securities

 

 

 

15,100

 

(2,631)

 

15,100

 

(2,631)

Agency commercial mortgage-backed securities

 

1,114

 

(7)

 

33,483

 

(4,267)

 

34,597

 

(4,274)

SBA pool securities

 

23

 

(0)

 

3,322

 

(63)

 

3,345

 

(63)

Total

$

22,411

$

(728)

$

198,576

$

(29,045)

$

220,987

$

(29,773)

Less than 12 months

12 Months or More

Total

March 31, 2023

    

Fair

    

Unrecognized

    

Fair

    

Unrecognized

    

Fair

    

Unrecognized

Held-to-Maturity

value

Losses

value

Losses

value

Losses

Residential government-sponsored mortgage-backed securities

$

626

$

(28)

$

8,679

$

(813)

$

9,305

$

(841)

Obligations of states and political subdivisions

 

504

 

(1)

 

403

 

(30)

 

907

 

(32)

Residential government-sponsored collateralized mortgage obligations

 

61

 

(2)

 

170

 

(14)

 

231

 

(16)

Total

$

1,191

$

(31)

$

9,253

$

(857)

$

10,443

$

(889)

Less than 12 months

12 Months or More

Total

December 31, 2022

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

Available-for-Sale

value

Losses

value

Losses

value

Losses

Residential government-sponsored mortgage-backed securities

$

23,484

$

(2,268)

$

79,283

$

(14,223)

$

102,767

$

(16,491)

Obligations of states and political subdivisions

10,026

(388)

17,609

(4,539)

27,635

(4,927)

Corporate securities

14,828

(1,172)

14,828

(1,172)

Collateralized loan obligations

4,876

(146)

4,876

(146)

Residential government-sponsored collateralized mortgage obligations

22,343

(1,375)

4,252

(673)

26,595

(2,048)

Government-sponsored agency securities

 

1,484

 

(16)

 

13,132

 

(3,087)

 

14,616

 

(3,103)

Agency commercial mortgage-backed securities

 

13,031

 

(371)

 

24,386

 

(4,392)

 

37,417

 

(4,763)

SBA pool securities

 

529

 

(38)

 

3,243

 

(49)

 

3,772

 

(87)

Total

$

85,725

$

(5,628)

$

146,781

$

(27,109)

$

232,506

$

(32,737)

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Less than 12 months

12 Months or More

Total

December 31, 2022

    

Fair

    

Unrecognized

    

Fair

    

Unrecognized

    

Fair

    

Unrecognized

Held-to-Maturity

value

Losses

value

Losses

value

Losses

Residential government-sponsored mortgage-backed securities

$

9,457

$

(1,002)

$

58

$

(5)

$

9,515

$

(1,007)

Obligations of states and political subdivisions

 

1,255

 

(46)

 

 

 

1,255

 

(46)

Residential government-sponsored collateralized mortgage obligations

 

75

 

(4)

 

181

 

(17)

 

256

 

(21)

Total

$

10,787

$

(1,052)

$

239

$

(22)

$

11,026

$

(1,074)

Changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2023 and 2022 are shown in the tables below. All amounts are net of tax (in thousands).

Unrealized Holding

Gains (Losses) on

For the three months ended March 31, 2023

    

Available-for-Sale

Beginning balance

$

(25,850)

Current period other comprehensive income (loss)

 

2,375

Ending balance

$

(23,475)

Unrealized Holding

Gains on

For the three months ended March 31, 2022

Available-for-Sale

Beginning balance

$

1,112

Current period other comprehensive income (loss)

 

(10,567)

Ending balance

$

(9,455)

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3.     LOANS AND ALLOWANCE FOR CREDIT LOSSES

The following table summarizes the composition of our loan portfolio as of March 31, 2023 and December 31, 2022 (in thousands):

    

March 31, 2023

    

December 31, 2022

Loans held for sale

$

42,011

$

27,626

Loans held for investment

Loans secured by real estate:

 

Commercial real estate - owner occupied

$

459,008

$

459,866

Commercial real estate - non-owner occupied

 

576,065

 

579,733

Secured by farmland

 

6,092

 

7,116

Construction and land development

 

151,880

 

148,690

Residential 1-4 family

 

606,293

 

609,694

Multi-family residential

 

139,978

 

140,321

Home equity lines of credit

 

64,606

 

65,152

Total real estate loans

 

2,003,922

 

2,010,572

Commercial loans

 

545,834

 

521,794

Paycheck Protection Program loans

2,603

4,564

Consumer loans

 

485,252

 

405,278

Total Non-PCD loans

 

3,037,611

 

2,942,208

PCD loans

6,121

6,628

Total loans held for investment

$

3,043,732

$

2,948,836

Accrued Interest Receivable

Accrued interest receivable on loans totaled $16.8 million and $13.8 million at March 31, 2023 and December 31, 2022, respectively, and is included in other assets in the consolidated balance sheets.

Nonaccrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, we consider the borrower’s debt service capacity through the analysis of current financial information, if available, and/or current information with regards to our collateral position. Regulatory provisions would typically require the placement of a loan on nonaccrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.

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The following tables present the aging of the recorded investment in past due loans by class of loans held for investment as of March 31, 2023 and December 31, 2022 (in thousands):

    

30 - 59

    

60 - 89

    

90 

    

    

    

Days

Days

Days 

Total

Loans Not

Total

March 31, 2023

Past Due

Past Due

or More

Past Due

Past Due

Loans

Commercial real estate - owner occupied

$

54

$

103

$

$

157

$

458,851

$

459,008

Commercial real estate - non-owner occupied

 

 

15

19,336

 

19,351

 

556,714

 

576,065

Secured by farmland

514

1,146

1,660

4,432

6,092

Construction and land development

 

971

971

150,909

 

151,880

Residential 1-4 family

 

2,742

286

573

3,601

602,692

 

606,293

Multi- family residential

139,978

139,978

Home equity lines of credit

 

378

199

 

244

821

63,785

 

64,606

Commercial loans

599

1,366

1,965

543,869

545,834

Paycheck Protection Program loans

64

10

1,625

1,699

904

2,603

Consumer loans

 

2,653

1,197

1

 

3,851

 

481,401

 

485,252

Total Non-PCD loans

7,376

3,555

23,145

34,076

3,003,535

3,037,611

PCD loans

1,261

1,261

4,860

6,121

Total

$

7,376

$

3,555

$

24,406

$

35,337

$

3,008,395

$

3,043,732

    

30 - 59

    

60 - 89

    

90 

    

    

    

    

Days

Days

Days 

Total

Loans Not

Total

December 31, 2022

Past Due

Past Due

or More

Past Due

Past Due

Loans

Commercial real estate - owner occupied

$

55

$

$

$

55

$

459,811

$

459,866

Commercial real estate - non-owner occupied

 

290

 

169

19,641

 

20,100

 

559,633

 

579,733

Secured by farmland

7,116

7,116

Construction and land development

 

46

46

148,644

 

148,690

Residential 1-4 family

 

2,180

410

304

2,894

606,800

 

609,694

Multi- family residential

140,321

140,321

Home equity lines of credit

 

431

96

 

249

776

64,376

 

65,152

Commercial loans

39

2,956

2,995

518,799

521,794

Paycheck Protection Program loans

16

15

3,360

3,391

1,173

4,564

Consumer loans

 

2,079

1,421

200

 

3,700

 

401,578

 

405,278

Total Non-PCD loans

5,136

2,111

26,710

33,957

2,908,251

2,942,208

PCD loans

1,328

1,328

5,300

6,628

Total

$

5,136

$

2,111

$

28,038

$

35,285

$

2,913,551

$

2,948,836

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The amortized cost, by class, of loans and leases on nonaccrual status at March 31, 2023 and December 31, 2022, were as follows (in thousands):

    

90 

    

Less Than

    

Total

    

Nonaccrual With

Days 

90 Days

Nonaccrual

No Credit

March 31, 2023

or More

Past Due

Loans (1)

Loss Allowance (2)

Commercial real estate - owner occupied

$

$

501

$

501

$

501

Commercial real estate - non-owner occupied

 

19,336

 

 

19,336

 

14,538

Secured by farmland

517

517

517

Construction and land development

 

 

26

 

26

 

27

Residential 1-4 family

 

573

 

8,782

 

9,355

 

9,354

Home equity lines of credit

244

297

541

541

Commercial loans

 

1,366

 

86

 

1,452

 

82

Consumer loans

 

1

 

407

 

408

 

408

Total Non-PCD loans

21,520

10,616

32,136

25,968

PCD loans

1,261

1,261

1,261

Total

$

22,781

$

10,616

$

33,397

$

27,229

    

90 

    

Less Than

    

Total

    

Nonaccrual With

Days 

90 Days

Nonaccrual

No Credit

December 31, 2022

or More

Past Due

Loans (1)

Loss Allowance (2)

Commercial real estate - owner occupied

$

$

509

$

509

$

509

Commercial real estate - non-owner occupied

 

19,641

 

 

19,641

 

19,641

Secured by farmland

713

713

713

Construction and land development

 

 

29

 

29

 

29

Residential 1-4 family

 

304

 

8,995

 

9,299

 

9,299

Home equity lines of credit

249

301

550

550

Commercial loans

 

2,956

 

121

 

3,077

 

121

Paycheck Protection Program loans

4

4

4

Consumer loans

 

200

 

134

 

334

 

299

Total Non-PCD loans

23,350

10,806

34,156

31,165

PCD loans

1,328

1,328

1,328

Total

$

24,678

$

10,806

$

35,484

$

32,493

(1)Nonaccrual loans include SBA guaranteed amounts totaling $0.6 million at both March 31, 2023 and December 31, 2022.
(2)Nonaccrual loans with no credit loss allowance include SBA guaranteed amounts totaling $0.6 million at both March 31, 2023 and December 31, 2022.

There were $1.6 million and $3.4 million of Paycheck Protection Program (“PPP”) loans greater than 90 days past due and still accruing at March 31, 2023 and December 31, 2022, respectively.

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The following table presents nonaccrual loans as of  March 31, 2023 by class and year of origination (in thousands):

Revolving

Loans

Revolving

Converted

2023

2022

2021

2020

 

2019

Prior

Loans

To Term

 

Total

Commercial real estate - owner occupied

$

$

$

$

$

$

501

$

$

$

501

Commercial real estate - non-owner occupied

 

 

 

149

 

 

 

19,187

 

 

 

19,336

Secured by farmland

3

514

517

Construction and land development

 

 

 

 

 

 

26

 

 

 

26

Residential 1-4 family

 

281

7,962

836

276

9,355

Home equity lines of credit

54

467

20

541

Commercial loans

 

 

 

 

4

 

 

1,448

 

 

 

1,452

Consumer loans

 

230

143

35

408

Total non-PCD nonaccruals

511

292

4

7,965

22,566

502

296

32,136

PCD loans

1,261

1,261

Total nonaccrual loans

$

$

511

$

292

$

4

$

7,965

$

23,827

$

502

$

296

$

33,397

Interest received on nonaccrual loans was $0.4 million and $0.2 million for the three months ended March 31, 2023  and 2022, respectively.

Modifications Provided to Borrowers Experiencing Financial Difficulty

The Bank determines that a borrower may be experiencing financial difficulty if the borrower is currently delinquent on any of its debt, or if the Bank is concerned that the borrower may not be able to perform in accordance with the current terms of the loan agreement in the foreseeable future. Many aspects of the borrower’s financial situation are assessed when determining whether they are experiencing financial difficulty, particularly as it relates to commercial borrowers due to the complex nature of the loan structure, business/industry risk and borrower/guarantor structures. Concessions may include the reduction of an interest rate at a rate lower than current market rates for a new loan with similar risk, extension of the maturity date, reduction of accrued interest, or principal forgiveness. When evaluating whether a concession has been granted, the Bank also considers whether the borrower has provided additional collateral or guarantors and whether such additions adequately compensate the Bank for the restructured terms, or if the revised terms are consistent with those currently being offered to new loan customers.

The assessments of whether a borrower is experiencing financial difficulty at the time a concession has been granted is subjective in nature and management’s judgment is required when determining whether the concession results in a modification that is accounted for as a new loan or a continuation of the existing loan under U.S. GAAP.

Although each occurrence is unique to the borrower and is evaluated separately, for all portfolio segments, loans modified as a result of borrowers experiencing financial difficulty are typically modified through reduction in interest rates, reductions in payments, changing the payment terms from principal and interest to interest only, and/or extensions in term maturity.

For the quarter ended March 31, 2023, one loan from our residential 1-4 family loan portfolio on an amortized cost basis of $0.9 million, was modified to a borrower experiencing financial difficulty. This modification allowed a six month

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deferral of principal and interest of $0.1 million for the three months ended March 31, 2023, with contractual payments expected to resume in August of this year.  This loan, which has had no payment delinquencies since origination, represents only 0.15% of total loans in the secured by first liens pool.

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty.  Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies certain loans by providing principal forgiveness. When principal forgiveness is provided, the amortized cost basis of the loan is written off against the allowance. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

If it is determined that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. At that time, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

Credit Quality Indicators

Through its system of internal controls, Primis evaluates and segments loan portfolio credit quality using regulatory definitions for Special Mention, Substandard and Doubtful. Special Mention loans are considered to be criticized. Substandard and Doubtful loans are considered to be classified.

Special Mention loans are loans that have a potential weakness that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position.

Substandard loans may be inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful loans have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Primis had no loans classified Doubtful at March 31, 2023 or December 31, 2022.

In monitoring credit quality trends in the context of assessing the appropriate level of the allowance for credit losses on loans, we monitor portfolio credit quality by the weighted-average risk grade of each class of loan.

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The following table presents weighted-average risk grades for all loans, by class and year of origination/renewal as of March 31, 2023 (in thousands):

Revolving

Loans

Revolving

Converted

2023

2022

2021

2020

 

2019

Prior

Loans

To Term

 

Total

Commercial real estate - owner occupied

Pass

$

5,925

$

114,614

$

58,757

$

18,861

$

21,735

$

224,374

$

3,753

$

6,902

$

454,921

Special Mention

220

917

1,137

Substandard

2,950

2,950

Doubtful

$

5,925

$

114,614

$

58,977

$

18,861

$

21,735

$

228,241

$

3,753

$

6,902

$

459,008

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

3.77

3.24

3.47

3.38

3.27

3.49

3.61

3.96

3.42

Commercial real estate - nonowner occupied

 

Pass

$

2,187

$

28,404

$

125,141

$

44,144

$

41,243

$

284,940

$

4,111

$

3,046

$

533,216

Special Mention

1,557

21,355

601

23,513

Substandard

149

19,187

19,336

Doubtful

$

2,187

$

28,404

$

125,290

$

45,701

$

41,243

$

325,482

$

4,111

$

3,647

$

576,065

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

3.43

3.37

3.08

3.82

3.95

3.84

2.87

3.33

3.65

Secured by farmland

 

Pass

$

$

100

$

14

$

110

$

$

3,676

$

1,488

$

187

$

5,575

Special Mention

Substandard

3

514

517

Doubtful

$

$

100

$

14

$

110

$

3

$

4,190

$

1,488

$

187

$

6,092

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

N/A

4.00

4.00

4.00

N/A

4.02

3.98

3.13

3.98

Construction and land development

 

Pass

$

3,513

$

54,072

$

63,604

$

838

$

3,199

$

24,851

$

809

$

12

$

150,898

Special Mention

955

955

Substandard

27

27

Doubtful

$

3,513

$

54,072

$

63,604

$

838

$

3,199

$

25,833

$

809

$

12

$

151,880

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

3.75

3.19

3.05

3.60

3.43

3.59

3.37

4.00

3.22

Residential 1-4 family

 

Pass

$

6,938

$

151,893

$

157,220

$

43,273

$

59,156

$

171,404

$

1,747

$

3,157

$

594,788

Special Mention

181

181

Substandard

281

7,962

2,334

747

11,324

Doubtful

$

6,938

$

152,174

$

157,220

$

43,273

$

67,118

$

173,919

$

1,747

$

3,904

$

606,293

Current period gross charge offs

$

$

$

$

$

$

175

$

$

$

175

Weighted average risk grade

3.09

3.09

3.04

3.07

3.42

3.22

3.98

3.60

3.15

Multi- family residential

 

Pass

$

$

11,190

$

21,793

$

18,195

$

7,029

$

76,582

$

3,549

$

662

$

139,000

Special Mention

Substandard

685

293

978

Doubtful

$

$

11,190

$

21,793

$

18,195

$

7,029

$

77,267

$

3,549

$

955

$

139,978

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

N/A

3.77

3.00

3.90

3.00

3.31

4.00

4.61

3.39

Home equity lines of credit

 

Pass

$

$

495

$

435

$

51

$

50

$

4,286

$

57,804

$

945

$

64,066

Special Mention

Substandard

54

466

20

540

Doubtful

$

$

495

$

435

$

51

$

50

$

4,340

$

58,270

$

965

$

64,606

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

N/A

3.00

3.00

3.00

3.00

3.90

3.05

3.89

3.12

Commercial loans

 

 

 

 

 

 

 

 

 

Pass

$

61,781

$

272,191

$

56,018

$

6,984

$

5,385

$

29,173

$

104,379

$

7,157

$

543,068

Special Mention

13

62

661

374

1,110

Substandard

4

66

1,586

1,656

Doubtful

$

61,781

$

272,191

$

56,018

$

7,001

$

5,513

$

30,759

$

105,040

$

7,531

$

545,834

Current period gross charge offs

$

$

$

$

$

$

159

$

1,590

$

$

1,749

Weighted average risk grade

2.64

3.11

3.37

3.36

3.89

3.61

3.42

3.82

3.19

17

Table of Contents

Revolving

Loans

Revolving

Converted

2023

2022

2021

2020

 

2019

Prior

Loans

To Term

 

Total

Paycheck Protection Program loans

Pass

$

$

$

1,558

$

1,045

$

$

$

$

$

2,603

Special Mention

Substandard

Doubtful

$

$

$

1,558

$

1,045

$

$

$

$

$

2,603

Current period gross charge offs

$

$

$

$

17

$

$

$

$

$

17

Weighted average risk grade

N/A

N/A

2.00

2.00

N/A

N/A

N/A

N/A

2.00

Consumer loans

 

Pass

$

217,755

$

228,234

$

27,779

$

1,344

$

274

$

4,608

$

4,561

$

$

484,555

Special Mention

65

65

Substandard

232

365

35

632

Doubtful

$

217,755

$

228,466

$

28,144

$

1,344

$

274

$

4,673

$

4,596

$

$

485,252

Current period gross charge offs

$

60

$

2,222

$

201

$

$

$

$

$

$

2,483

Weighted average risk grade

4.01

2.79

3.71

3.99

3.98

4.01

3.08

N/A

3.41

PCD

 

 

 

Pass

$

$

$

$

$

$

3,264

$

$

$

3,264

Special Mention

1,312

1,312

Substandard

1,545

1,545

Doubtful

$

$

$

$

$

$

6,121

$

$

$

6,121

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

N/A

N/A

N/A

N/A

N/A

4.62

N/A

N/A

4.62

Total

$

298,099

$

861,706

$

513,053

$

136,419

$

146,164

$

880,825

$

183,363

$

24,103

$

3,043,732

Current period gross charge offs

$

60

$

2,222

$

201

$

17

$

$

334

$

1,590

$

$

4,424

Weighted average risk grade

3.69

3.06

3.17

3.50

3.54

3.57

3.31

3.78

3.35

18

Table of Contents

The following table presents weighted-average risk grades for all loans, by class and year of origination/renewal as of December 31, 2022 (in thousands):

Revolving

Loans

Revolving

Converted

2022

2021

2020

2019

 

2018

Prior

Loans

To Term

 

Total

Commercial real estate - owner occupied

Pass

$

116,545

$

58,202

$

19,178

$

21,985

$

27,397

$

202,484

$

3,389

$

6,740

$

455,920

Special Mention

988

988

Substandard

2,958

2,958

Doubtful

$

116,545

$

58,202

$

19,178

$

21,985

$

27,397

$

206,430

$

3,389

$

6,740

$

459,866

Weighted average risk grade

3.25

3.45

3.38

3.27

3.43

3.50

3.52

3.96

3.42

Commercial real estate - nonowner occupied

 

Pass

$

28,128

$

126,291

$

44,696

$

41,631

$

55,702

$

228,735

$

4,173

$

3,065

$

532,421

Special Mention

1,566

926

24,580

601

27,673

Substandard

13,066

6,573

19,639

Doubtful

$

28,128

$

126,291

$

46,262

$

41,631

$

69,694

$

259,888

$

4,173

$

3,666

$

579,733

Weighted average risk grade

3.36

3.16

3.82

3.95

4.01

3.82

2.87

3.33

3.68

Secured by farmland

 

Pass

$

141

$

16

$

110

$

$

$

3,425

$

1,697

$

85

$

5,474

Special Mention

649

112

761

Substandard

6

875

881

Doubtful

$

141

$

16

$

110

$

6

$

$

4,949

$

1,697

$

197

$

7,116

Weighted average risk grade

4.00

4.00

4.00

6.00

N/A

4.20

3.98

3.70

4.13

Construction and land development

 

Pass

$

44,253

$

73,226

$

847

$

3,006

$

6,937

$

19,553

$

822

$

17

$

148,661

Special Mention

Substandard

29

29

Doubtful

$

44,253

$

73,226

$

847

$

3,006

$

6,937

$

19,582

$

822

$

17

$

148,690

Weighted average risk grade

3.21

3.06

3.60

3.42

3.17

3.69

3.36

4.00

3.20

Residential 1-4 family

 

Pass

$

152,178

$

157,233

$

43,812

$

61,268

$

40,707

$

138,782

$

1,837

$

3,437

$

599,254

Special Mention

30

30

Substandard

285

8,099

1,310

716

10,410

Doubtful

$

152,463

$

157,233

$

43,812

$

69,367

$

40,707

$

140,122

$

1,837

$

4,153

$

609,694

Weighted average risk grade

3.09

3.04

3.07

3.41

3.13

3.23

3.92

3.54

3.15

Multi- family residential

 

Pass

$

9,953

$

21,927

$

18,338

$

7,064

$

1,804

$

75,370

$

4,192

$

676

$

139,324

Special Mention

Substandard

702

295

997

Doubtful

$

9,953

$

21,927

$

18,338

$

7,064

$

1,804

$

76,072

$

4,192

$

971

$

140,321

Weighted average risk grade

3.58

3.00

3.90

3.00

3.21

3.31

4.00

4.61

3.37

Home equity lines of credit

 

Pass

$

463

$

431

$

52

$

63

$

230

$

4,093

$

58,312

$

957

$

64,601

Special Mention

Substandard

54

476

21

551

Doubtful

$

463

$

431

$

52

$

63

$

230

$

4,147

$

58,788

$

978

$

65,152

Weighted average risk grade

3.00

3.00

3.00

3.00

3.00

3.94

3.05

3.89

3.12

Commercial loans

 

 

 

 

 

 

 

 

 

Pass

$

295,459

$

59,642

$

7,332

$

6,658

$

9,228

$

20,883

$

100,407

$

17,381

$

516,990

Special Mention

396

64

74

519

388

1,441

Substandard

5

90

1,678

1,590

3,363

Doubtful

$

295,459

$

60,038

$

7,401

$

6,822

$

9,228

$

22,561

$

102,516

$

17,769

$

521,794

Weighted average risk grade

3.14

3.41

3.38

3.90

3.42

3.70

3.47

3.33

3.29

Paycheck Protection Program loans

Pass

$

$

2,119

$

2,435

$

$

$

$

$

$

4,554

Special Mention

Substandard

10

10

Doubtful

$

$

2,129

$

2,435

$

$

$

$

$

$

4,564

Weighted average risk grade

N/A

2.02

2.00

N/A

N/A

N/A

N/A

N/A

2.01

19

Table of Contents

Revolving

Loans

Revolving

Converted

2022

2021

2020

2019

 

2018

Prior

Loans

To Term

 

Total

Consumer loans

 

Pass

$

365,842

$

29,184

$

1,493

$

340

$

534

$

4,319

$

2,918

$

$

404,630

Special Mention

65

65

Substandard

70

513

583

Doubtful

$

365,912

$

29,697

$

1,493

$

340

$

534

$

4,384

$

2,918

$

$

405,278

Weighted average risk grade

3.24

3.74

3.99

3.98

4.00

4.02

3.81

N/A

3.30

PCD

 

 

 

Pass

$

$

$

$

$

$

3,692

$

$

$

3,692

Special Mention

1,320

1,320

Substandard

1,616

1,616

Doubtful

$

$

$

$

$

$

6,628

$

$

$

6,628

Weighted average risk grade

N/A

N/A

N/A

N/A

N/A

4.54

N/A

N/A

4.54

Total

$

1,013,317

$

529,190

$

139,928

$

150,284

$

156,531

$

744,763

$

180,332

$

34,491

$

2,948,836

Weighted average risk grade

3.20

3.19

3.48

3.54

3.60

3.57

3.35

3.53

3.36

Revolving loans that converted to term during the reported periods were as follows (in thousands):

For the three months ended March 31, 2023

For the three months ended March 31, 2022

Commercial real estate - owner occupied

$

216

$

Secured by farmland

95

Residential 1-4 family

155

257

Home equity lines of credit

746

Commercial loans

 

 

181

Total loans

$

371

$

1,279

There were no foreclosed residential real estate property held at March 31, 2023 and December 31, 2022. The recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure was zero and $0.1 million at March 31, 2023 and December 31, 2022, respectively.

Allowance For Credit Losses – Loans

The allowance for credit losses on loans is a contra-asset valuation account, calculated in accordance with ASC 326 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the allowance represents management's best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans' contractual terms, adjusted for expected prepayments when appropriate.

In calculating the allowance for credit losses, most loans are segmented into pools based upon similar characteristics and risk profiles. For allowance modeling purposes, our loan pools include but are not limited to (i) commercial real estate - owner occupied, (ii) commercial real estate - non-owner occupied, (iii) construction and land development, (iv) commercial, (v) agricultural loans, (vi) residential 1-4 family and (vii) consumer loans. We periodically reassess each pool to ensure the loans within the pool continue to share similar characteristics and risk profiles and to determine whether further segmentation is necessary. For each loan pool, we measure expected credit losses over the life of each loan utilizing a combination of inputs: (i) probability of default, (ii) probability of attrition, (iii) loss given default and (iv) exposure at default. Internal data is supplemented by, but not replaced by, peer data when required, primarily to determine the probability of default input. The various pool-specific inputs may be adjusted for current macroeconomic assumptions. Significant macroeconomic variables utilized in our allowance models include, among other things, (i) VA Gross Domestic Product, (ii) VA House Price Index, and (iii) VA unemployment rates.

20

Table of Contents

Management qualitatively adjusts allowance model results for risk factors that are not considered within our quantitative modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. Qualitative factor (“Q-Factor”) adjustments are driven by key risk indicators that management tracks on a pool-by-pool basis. 

In some cases, management may determine that an individual loan exhibits unique risk characteristics which differentiate the loan from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation.

The following tables present details of the allowance for credit losses on loans segregated by loan portfolio segment as of March 31, 2023 and December 31, 2022, calculated in accordance with the current expected credit losses (“CECL”) methodology (in thousands). 

    

Commercial

    

Commercial

    

    

    

    

    

Home

    

    

    

    

Real Estate

Real Estate

Construction

Equity

 

Owner

Non-owner

Secured by

and Land

1-4 Family

Multi-Family

Lines Of

Commercial

Consumer

PCD

 

March 31, 2023

Occupied

Occupied

Farmland

Development

Residential 

Residential 

Credit

Loans

Loans

Loans

Total

Modeled expected credit losses

$

4,879

 

6,203

2

872

3,890

1,723

328

4,752

6,798

$

29,447

Q-factor and other qualitative adjustments

395

727

19

408

453

364

22

869

4

3,261

Specific allocations

 

231

843

1,945

 

3,019

Total

$

5,274

$

7,161

$

21

$

1,280

$

4,343

$

2,087

$

350

$

6,464

$

6,802

$

1,945

$

35,727

    

Commercial

    

Commercial

    

    

    

    

    

Home

    

    

    

    

Real Estate

Real Estate

Construction

Equity

 

Owner

Non-owner

Secured by

and Land

1-4 Family

Multi-Family

Lines Of

Commercial

Consumer

PCD

 

December 31, 2022

Occupied

Occupied

Farmland

Development

Residential 

Residential 

Credit

Loans

Loans

Loans

Total

Modeled expected credit losses

$

5,297

 

$

6,652

 

$

4

 

$

997

 

$

3,579

 

$

1,814

 

$

310

 

$

5,006

 

$

3,851

 

$

$

27,510

Q-factor and other qualitative adjustments

261

495

21

376

512

387

19

654

2

2,727

Specific allocations

 

2,193

42

2,072

 

4,307

Total

$

5,558

$

7,147

$

25

$

1,373

$

4,091

$

2,201

$

329

$

7,853

$

3,895

$

2,072

$

34,544

No allowance for credit losses has been recognized for PPP loans as such loans are fully guaranteed by the SBA.

21

Table of Contents

Activity in the allowance for credit losses by class of loan for the three months ended March 31, 2023 and 2022 is summarized below (in thousands):

Commercial

Commercial

    

    

    

    

    

    

    

    

 

Real Estate

Real Estate

Construction

Home Equity

 

Owner

Non-owner

Secured by

and Land

1-4 Family

Multi-Family

Lines Of

Commercial

Consumer

PCD

Three Months Ended March 31, 2023

Occupied

Occupied 

Farmland

Development

Residential

Residential 

Credit

Loans

Loans

Loans

Total

Allowance for credit losses:

  

  

  

  

  

  

  

  

  

  

  

Beginning balance

$

5,558

$

7,147

$

25

$

1,373

$

4,091

$

2,201

$

329

$

7,853

$

3,895

$

2,072

$

34,544

Provision (recovery)

(284)

 

14

 

(4)

 

(205)

 

266

 

(114)

 

21

 

377

 

5,243

 

(127)

5,187

Charge offs

 

 

 

 

 

(175)

 

 

 

(1,766)

 

(2,483)

 

 

(4,424)

Recoveries

 

 

 

 

112

 

161

 

 

 

 

147

 

 

420

Ending balance

$

5,274

$

7,161

$

21

$

1,280

$

4,343

$

2,087

$

350

$

6,464

$

6,802

$

1,945

$

35,727

Three Months Ended March 31, 2022

Allowance for credit losses:

Beginning balance

$

4,562

$

9,028

$

56

$

998

$

3,588

$

3,280

$

437

$

4,088

$

787

$

2,281

$

29,105

Provision (recovery)

 

(389)

(115)

(7)

31

243

(991)

(47)

1,208

276

(110)

 

99

Charge offs

 

 

 

 

 

 

 

(14)

 

 

(47)

 

(61)

Recoveries

 

 

 

 

 

57

 

 

 

170

 

9

 

236

Ending balance

$

4,173

$

8,913

$

49

$

1,029

$

3,888

$

2,289

$

376

$

5,466

$

1,025

$

2,171

$

29,379

Generally, a commercial loan, or a portion thereof, is charged-off when it is determined, through the analysis of any available current financial information with regards to the borrower, that the borrower is incapable of servicing unsecured debt, there is little or no prospect for near term improvement and no realistic strengthening action of significance is pending or, in the case of secured debt, when it is determined, through analysis of current information with regards to our collateral position, that amounts due from the borrower are in excess of the calculated current fair value of the collateral. Losses on installment loans are recognized in accordance with regulatory guidelines.  All other consumer loan losses are recognized when delinquency exceeds 120 cumulative days.

The following table presents loans that were evaluated for expected credit losses on an individual basis and the related specific allocations, by loan portfolio segment as of March 31, 2023 and December 31, 2022 (in thousands):

March 31, 2023

    

December 31, 2022

Loan

Specific

Loan

Specific

Balance (1)

Allocations

Balance (1)

Allocations

Commercial real estate - owner occupied

$

2,790

$

$

2,795

$

Commercial real estate - non-owner occupied

 

19,187

 

231

 

19,641

 

Secured by farmland

514

525

Construction and land development

 

 

 

 

Residential 1-4 family

9,903

9,636

Multi- family residential

978

996

Home equity lines of credit

21

Commercial loans

 

1,370

 

843

 

2,979

 

2,193

Consumer loans

-

259

42

Total non-PCD loans

34,742

1,074

36,852

2,235

PCD loans

6,121

1,945

6,628

2,072

Total loans

$

40,863

$

3,019

$

43,480

$

4,307

(1)Includes SBA guarantees of $0.6 million and $0.5 million at March 31, 2023 and December 31, 2022, respectively.

22

Table of Contents

4.      FAIR VALUE

ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

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 reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability

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

Fair Value Measurements Using

Significant

 

Quoted Prices in

Other

Significant

Active Markets for

Observable

Unobservable

Total at

Identical Assets

Inputs

Inputs

(dollars in thousands)

    

March 31, 2023

    

(Level 1)

    

(Level 2)

    

(Level 3)

Assets:

Available-for-sale securities

Residential government-sponsored mortgage-backed securities

$

101,917

$

$

101,917

$

Obligations of states and political subdivisions

 

30,000

 

 

30,000

 

Corporate securities

 

14,078

 

 

14,078

 

Collateralized loan obligations

 

4,891

 

 

4,891

 

Residential government-sponsored collateralized mortgage obligations

 

25,635

 

 

25,635

 

Government-sponsored agency securities

 

15,100

 

 

15,100

 

Agency commercial mortgage-backed securities

 

34,597

 

 

34,597

 

SBA pool securities

 

5,250

 

 

5,250

 

 

231,468

 

 

231,468

 

Loans held for sale

42,011

 

 

42,011

 

Mortgage banking financial assets

100

 

 

 

100

Derivative assets

2,255

 

 

2,255

 

Total assets

$

275,834

$

$

275,734

$

100

Liabilities:

Derivative liabilities

$

126

$

$

$

$

Total liabilities

$

126

$

$

$

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Fair Value Measurements Using

Significant

 

Quoted Prices in

Other

Significant

Active Markets for

Observable

Unobservable

Total at

Identical Assets

Inputs

Inputs

(dollars in thousands)

    

December 31, 2022

    

(Level 1)

    

(Level 2)

    

(Level 3)

Assets:

Available-for-sale securities

 

  

 

  

 

  

 

  

Residential government-sponsored mortgage-backed securities

$

102,881

$

$

102,881

$

Obligations of states and political subdivisions

 

29,178

 

 

29,178

 

Corporate securities

 

14,828

 

 

14,828

 

Collateralized loan obligations

 

4,876

 

 

4,876

 

Residential government-sponsored collateralized mortgage obligations

 

26,595

 

 

26,595

 

Government-sponsored agency securities

 

14,616

 

 

14,616

 

Agency commercial mortgage-backed securities

 

37,417

 

 

37,417

 

SBA pool securities

 

5,924

 

 

5,924

 

236,315

 

 

236,315

 

Loans held for sale

27,626

 

 

27,626

 

Mortgage banking financial assets

21

 

 

 

21

Derivative assets

1,410

 

 

1,386

 

24

Total assets

$

265,372

$

$

265,327

$

45

Liabilities:

Mortgage banking financial liabilities

$

4

$

$

$

4

Derivative liabilities

122

115

7

Total liabilities

$

126

$

$

115

$

11

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

Fair Value Measurements Using

Significant

 

Quoted Prices in

Other

Significant

Active Markets for

Observable

Unobservable

Total at

Identical Assets

Inputs

Inputs

(dollars in thousands)

    

March 31, 2023

    

(Level 1)

    

(Level 2)

    

(Level 3)

Collateral dependent loans

$

40,453

$

$

 

$

40,453

Assets held for sale

3,115

3,115

Fair Value Measurements Using

Significant

Quoted Prices in

Other

Significant

Active Markets for

Observable

Unobservable

Total at

Identical Assets

Inputs

Inputs

(dollars in thousands)

    

December 31, 2022

    

(Level 1)

    

(Level 2)

    

(Level 3)

Collateral dependent loans

$

47,832

$

$

 

$

47,832

Assets held for sale

3,115

3,115

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Fair Value of Financial Instruments

The carrying amount, estimated fair values and fair value hierarchy levels (previously defined) of financial instruments were as follows (in thousands) for the periods indicated:

March 31, 2023

December 31, 2022

    

Fair Value

    

Carrying

    

Fair 

    

Carrying

    

Fair 

Hierarchy Level

Amount

Value

Amount

Value

Financial assets:

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

 

Level 1

$

607,125

$

607,125

$

77,859

$

77,859

Securities available-for-sale

 

Level 2

 

231,468

 

231,468

 

236,315

 

236,315

Securities held-to-maturity

 

Level 2

 

13,115

 

12,230

 

13,520

 

12,449

Stock in Federal Reserve Bank and Federal Home Loan Bank

 

Level 2

 

12,083

 

12,083

 

25,815

 

25,815

Preferred investment in mortgage company

 

Level 2

 

3,005

3,005

 

3,005

3,005

Net loans

 

Level 3

 

3,008,005

 

2,923,102

 

2,914,292

 

2,811,362

Loans held for sale

 

Level 2

 

42,011

42,011

 

27,626

27,626

Accrued interest receivable

 

Level 2

 

18,705

 

18,705

 

14,938

 

14,938

Mortgage banking financial assets

Level 3

100

100

21

21

Derivative assets

 

Level 2 and 3

 

2,255

 

2,255

 

1,410

 

1,410

Credit enhancement

Level 2

4,514

4,514

1,504

1,504

Financial liabilities:

 

  

 

 

 

 

Demand deposits and NOW accounts

 

Level 2

$

1,332,879

$

1,332,879

$

1,200,243

$

1,200,243

Money market and savings accounts

 

Level 2

 

1,836,554

 

1,836,554

 

1,057,078

 

1,057,078

Time deposits

 

Level 3

 

498,564

 

496,343

 

465,057

 

462,376

Securities sold under agreements to repurchase

 

Level 1

 

4,346

 

4,346

 

6,445

 

6,445

FHLB advances

 

Level 1

 

 

 

325,000

 

325,000

Junior subordinated debt

 

Level 2

 

9,794

 

8,734

 

9,781

 

9,181

Senior subordinated notes

 

Level 2

 

85,588

 

83,987

 

85,531

 

84,347

Accrued interest payable

 

Level 2

 

5,721

 

5,721

 

3,261

 

3,261

Mortgage banking financial liabilities

Level 3

4

4

Derivative liabilities

 

Level 2 and 3

 

126

 

126

 

122

 

122

Carrying amount is the estimated fair value for cash and cash equivalents, accrued interest receivable and payable, demand deposits, savings accounts, money market accounts and FHLB advances and securities sold under agreements to repurchase.  

Fair value of long-term debt is based on current rates for similar financing. Carrying amount of Federal Reserve Bank and FHLB stock is a reasonable estimate of fair value as these securities are not readily marketable and are based on the ultimate recoverability of the par value. The fair value of off-balance-sheet items is not considered material. Fair value of net loans, time deposits, junior subordinated debt, and senior subordinated notes are measured using the exit-price notion.

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5.      LEASES

The Company leases certain premises and equipment under operating leases. In recognizing lease right-of-use assets and related liabilities, we account for lease and non-lease components (such as taxes, insurance, and common area maintenance costs) separately as such amounts are generally readily determinable under our lease contracts. At March 31, 2023 and December 31, 2022, the Company had operating lease liabilities totaling $9.8 million and $5.8 million, respectively, and right-of-use assets totaling $9.4 million and $5.3 million, respectively, related to these leases. Operating lease liabilities and right-of-use assets are reflected in our consolidated balance sheets. We do not currently have any financing leases. For the three months ended March 31, 2023 and 2022, our net operating lease costs were $0.6 million. These net operating lease costs are reflected in occupancy expenses on our consolidated statements of income and comprehensive income (loss).

The following table presents other information related to our operating leases:

For the Three Months Ended

(in thousands except for percent and period data)

March 31, 2023

March 31, 2022

Other information:

Weighted-average remaining lease term - operating leases, in years

7.6

4.4

Weighted-average discount rate - operating leases

 

3.7

%

 

2.5

%

The following table summarizes the maturity of remaining lease liabilities:

As of

(dollars in thousands)

March 31, 2023

Lease payments due:

2023

$

1,572

2024

1,655

2025

1,230

2026

1,169

2027

1,133

Thereafter

 

4,810

Total lease payments

11,569

Less: imputed interest

(1,770)

Lease liabilities

$

9,799

     As of March 31, 2023, the Company had one operating lease that has not yet commenced that will create additional lease liabilities and right-of-use assets for the Company.

6.     DEBT AND OTHER BORROWINGS

Other borrowings can consist of FHLB convertible advances, FHLB of Atlanta overnight advances, FHLB advances maturing within one year, federal funds purchased and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions with customers. The balance in repo accounts at March 31, 2023 and December 31, 2022 was $4.3 million and $6.5 million, respectively.

At March 31, 2023 and December 31, 2022, we had pledged callable agency securities, residential government-sponsored mortgage-backed securities and collateralized mortgage obligations with a carrying value of $13.9 million and $14.2 million, respectively, to customers who require collateral for overnight repurchase agreements and deposits.

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We repaid our short-term FHLB advances of $325.0 million that were outstanding as of December 31, 2022 and matured in the first quarter of 2023.  As a result, we have all of our FHLB capacity available for future liquidity needs. At March 31, 2023, Primis Bank had lendable collateral value in the form of residential 1-4 family mortgages, HELOCs, commercial mortgage loans, and investment securities supporting borrowing capacity of approximately $541.6 million from the FHLB.

In March 2023, the Federal Reserve established the Bank Term Funding Program (“BTFP”) in response to recent industry disruption, offering loans with up to one year in maturity to eligible depository institutions in exchange for pledged collateral in the form of U.S. Treasuries, agency debt and mortgage-backed securities and other qualifying assets. Borrowing capacity under the BTFP is based on the par value, not fair value, of the collateral. At March 31, 2023, we had securities available of $165.0 million for utilization with the BTFP, with no borrowings outstanding under the program at March 31, 2023.

In 2017, the Company assumed $10.3 million of trust preferred securities that were issued on September 17, 2003 and placed through a trust in a pooled underwriting totaling approximately $650 million. At March 31, 2023 and December 31, 2022, there was $10.3 million outstanding, net of approximately $0.5 million of debt issuance costs. As of March 31, 2023 and December 31, 2022, the interest rate was 7.86% and 7.69%, respectively. At March 31, 2023, all of the trust preferred securities qualified as Tier 1 capital.

On January 20, 2017, Primis completed the sale of $27.0 million of its fixed-to-floating rate senior Subordinated Notes due 2027. Interest is currently payable at an annual floating rate equal to three-month LIBOR plus a spread of 3.95% until maturity or early redemption. At March 31, 2023, 60% of these notes qualified as Tier 2 capital.

On August 25, 2020, Primis completed the sale of $60.0 million of its fixed-to-floating rate Subordinated Notes due 2030. Interest is payable at an initial annual fixed rate of 5.40% and after September 1, 2025, at a floating rate equal to a benchmark rate, which is expected to be Three-Month Term SOFR, plus a spread of 531 basis points. At March 31, 2023, all of these notes qualified as Tier 2 capital.

At March 31, 2023 and December 31, 2022, the remaining unamortized debt issuance costs related to the senior Subordinated Notes totaled $1.4 million and $1.5 million, respectively.

7.      STOCK-BASED COMPENSATION

The 2017 Equity Compensation Plan (the “2017 Plan”) has a maximum number of 750,000 shares reserved for issuance. The purpose of the 2017 Plan is to promote the success of the Company by providing greater incentives to employees, non-employee directors, consultants and advisors to associate their personal financial interests with the long-term financial success of the Company, including its subsidiaries, and with growth in stockholder value, consistent with the Company’s risk management practices.

A summary of stock option activity for the three months ended March 31, 2023 follows:

    

    

    

Weighted

    

 

Weighted

Average 

Aggregate

Average

Remaining

Intrinsic

Exercise

Contractual

Value

Shares

Price

Term

(in thousands)

Options outstanding, beginning of period

 

203,300

$

11.41

 

1.3

$

102

Expired

(12,000)

Exercised

 

(8,000)

 

 

  

Options outstanding, end of period

 

183,300

$

11.47

 

1.1

$

4

Exercisable at end of period

 

183,300

$

11.47

1.1464

4

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There was no stock-based compensation expense associated with stock options for the three months ended March 31, 2023 and 2022. As of March 31, 2023, we do not have any unrecognized compensation expense associated with the stock options.

A summary of time vested restricted stock awards for the three months ended March 31, 2023 follows:

    

    

Weighted

    

Weighted

    

Average

Average 

Grant-Date

Remaining

Fair Value

Contractual

Shares

Per Share

Term

Unvested restricted stock outstanding, beginning of period

 

68,700

$

14.24

 

2.4

 

Vested

 

(17,850)

15.12

 

  

 

Forfeited

 

(2,000)

15.43

 

 

Unvested restricted stock outstanding, end of period

 

48,850

$

13.87

2.3

Stock-based compensation expense for time vested restricted stock awards totaled $0.1 million and $0.8 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, unrecognized compensation expense associated with restricted stock awards was $0.6 million, which is expected to be recognized over a weighted average period of 2.3 years.

A summary of performance-based restricted stock units (the “Units”) for the three months ended March 31, 2023 follows:

    

    

Weighted

    

Weighted

Average

Average 

Grant-Date

Remaining

Fair Value

Contractual

Shares

Per Share

Term

Unvested Units outstanding, beginning of period

 

153,960

$

13.02

 

3.6

Granted

 

 

  

Vested

 

 

  

Unvested Units outstanding, end of period

 

153,960

$

13.02

 

2.9

These Units are subject to service and performance conditions. These Units vest based on the achievement of both conditions. Achievement of the performance condition will be determined at the end of the five-year performance period (the “Performance Period”) by evaluating the: 1) Company’s adjusted earnings per share compound annual growth measured for the Performance Period and 2) performance factor achieved. Payouts between performance levels will be determined based on straight line interpolation.

The Company did not recognize any stock-based compensation expense associated with these Units for the three months ended March 31, 2023 and 2022 because it is not probable that these Units will vest. The potential unrecognized compensation expense associated with these Units was $3.0 million and $1.3 million, at March 31, 2023 and 2022, respectively.

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8.     COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance Sheet Risk

Primis is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and guarantees of credit card accounts. These instruments involve elements of credit and funding risk in excess of the amount recognized in the consolidated balance sheets. Letters of credit are written conditional commitments issued by Primis to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. We had letters of credit outstanding totaling $11.1 million and $10.7 million as of March 31, 2023 and December 31, 2022, respectively.

Our exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit is based on the contractual amount of these instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Unless noted otherwise, we do not require collateral or other security to support financial instruments with credit risk.

Allowance For Credit Losses - Off-Balance-Sheet Credit Exposures

The allowance for credit losses on off-balance-sheet credit exposures is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which we are exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if we have the unconditional right to cancel the obligation. Off-balance-sheet credit exposures primarily consist of amounts available under outstanding lines of credit and letters of credit detailed above. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance-sheet exposure. The likelihood and expected amount of funding are based on historical utilization rates. The amount of the allowance represents management's best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment. Estimating credit losses on amounts expected to be funded uses the same methodology as described for loans in Note 3 - Loans and Allowance for Credit Losses, as if such commitments were funded. The allowance for credit losses on off-balance-sheet credit exposures is reflected in other liabilities in our consolidated balance sheets.

The following table details activity in the allowance for credit losses on off-balance-sheet credit exposures:

    

2023

    

2022

Balance as of January 1

$

1,416

$

977

Credit loss expense

 

91

 

260

Balance as of March 31,

$

1,507

$

1,237

Commitments

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments are made predominately for adjustable rate loans, and generally have fixed expiration dates of up to three months or other termination clauses and usually require payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis.

We had $67.5 million of loan commitments outstanding as of March 31, 2023, all of which contractually expire within thirty years.

At March 31, 2023 and December 31, 2022, we had unfunded lines of credit and undisbursed construction loan funds totaling $526.3 million and $540.6 million, respectively, not all of which will ultimately be drawn. Virtually all of our unfunded lines of credit and undisbursed construction loan funds are variable rate. The amount of certificate of deposit

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accounts maturing in less than one year was $380.3 million as of March 31, 2023, including $100.0 million of brokered CDs. Management anticipates that funding requirements for these commitments can be met in the normal course.

Primis also had commitments on the subscription agreements entered into for investments in non-marketable equity securities of $3.0 million and $3.2 million at March 31, 2023 and December 31, 2022, respectively.

9.      EARNINGS PER SHARE

The following is a reconciliation of the denominators of the basic and diluted earnings per share (“EPS”) computations (amounts in thousands, except per share data):

    

    

Weighted

    

 

Average

 

Income 

Shares

Per Share

(Numerator)

(Denominator)

Amount

For the three months ended March 31, 2023

 

  

 

  

 

  

Basic EPS

$

5,775

 

24,626

$

0.23

Effect of dilutive stock options and unvested restricted stock

 

 

59

 

Diluted EPS

$

5,775

 

24,685

$

0.23

For the three months ended March 31, 2022

 

  

 

  

 

  

Basic EPS

$

4,593

 

24,504

$

0.19

Effect of dilutive stock options and unvested restricted stock

 

 

159

 

Diluted EPS

$

4,593

 

24,663

$

0.19

The Company did not have any anti-dilutive options as of March 31, 2023 and 2022.

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10.         SEGMENT INFORMATION

The Company's management reporting process measures the performance of its operating segment based on internal operating structure, which is subject to change from time to time. Accordingly, the Company operates two reportable segments for management reporting purposes as discussed below:

Primis Bank. This segment specializes in providing financing services to businesses in various industries and deposit-related services to businesses, consumers and other customers. The primary source of revenue for this segment is net interest income from the origination of loans.

Primis Mortgage. This segment specializes in originating mortgages in a majority of the U.S. The primary source of revenue for this segment is noninterest income and the origination and sale of mortgage loans.

For the three months ended March 31, 2022, we operated as one reportable segment.

The following table provides financial information for the Company's reportable segments. The information provided under the caption “Primis Bank” includes operations not considered to be reportable segments and/or general operating expenses of the Company, and includes the parent company and elimination adjustments to reconcile the results of the operating segment to the consolidated financial statements prepared in conformity with GAAP.

As of and for the year ended March 31, 2023

    

Primis Mortgage

    

Primis Bank

    

Consolidated

Interest income

$

396

$

46,763

$

47,159

Interest expense

 

 

18,749

 

18,749

Net interest income

 

396

 

28,014

 

28,410

Provision for loan losses

 

5,187

5,187

Noninterest income

 

4,315

7,217

11,532

Noninterest expense

 

4,988

22,409

27,397

Income before income taxes

 

(277)

 

7,635

 

7,358

Income tax expense (benefit)

 

(65)

1,648

1,583

Net income (loss)

$

(212)

$

5,987

$

5,775

Assets

$

46,877

$

4,158,529

$

4,205,406

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis is presented to aid the reader in understanding and evaluating the financial condition and results of operations of Primis. This discussion and analysis should be read with the consolidated financial statements, the footnotes thereto, and the other financial data included in this report and in our annual report on Form 10-K for the year ended December 31, 2022. Results of operations for the three months ended March 31, 2023 are not necessarily indicative of results that may be attained for any other period. The emphasis of this discussion will be on the three months ended March 31, 2023 compared to the three months ended March 31, 2022 for the consolidated statements of income and comprehensive income (loss). For the consolidated balance sheets, the emphasis of this discussion will be the balances as of March 31, 2023 compared to December 31, 2022. This discussion and analysis contains statements that may be considered “forward-looking statements” as defined in, and subject to the protections of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See the following section for additional information regarding forward-looking statements.

FORWARD-LOOKING STATEMENTS

Statements and financial discussion and analysis contained in this Quarterly Report on Form 10-Q that are not statements of historical fact constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. The words “believe,” “may,”  “forecast,” “should,” “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “predict,”  “intend,” “continue,” “would,” “could,” “hope,” “might,” “assume,” “objective,” “seek,” “plan,” “strive” or similar words, or the negatives of these words, identify forward-looking statements.

Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements. In addition to the Risk Factors contained in this Quarterly Report on Form 10-Q, as well as the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, factors that could contribute to those differences include, but are not limited to:

the effects of future economic, business and market conditions and disruptions in the credit and financial markets, domestic and foreign;
potential impacts of the recent adverse developments in the banking industry highlighted by high-profile bank failures, including impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto;
potential increases in the provision for credit losses and other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services;
our ability to implement our various strategic and growth initiatives, including our Panacea Financial and Life Premium Finance Divisions, new digital banking platform, V1BE fulfillment service and Primis Mortgage Company;
adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions;
changes in the local economies in our market areas which adversely affect our customers and their ability to transact profitable business with us, including the ability of our borrowers to repay their loans according to their terms or a change in the value of the related collateral;

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changes in interest rates, inflation, loan demand, real estate values, or competition, as well as labor shortages, supply chain disruptions, the threat of recession and volatile equity capital markets;
changes in the availability of funds resulting in increased costs or reduced liquidity, as well as the adequacy of our cash flow from operations and borrowings to meet our short-term liquidity needs;
a deterioration or downgrade in the credit quality and credit agency ratings of the investment securities in our investment securities portfolio;
impairment concerns and risks related to our investment securities portfolio of collateralized mortgage obligations, agency mortgage-backed securities and obligations of states and political subdivisions;
the incurrence and possible impairment of goodwill associated with current or future acquisitions and possible adverse short-term effects on our results of operations;
increased credit risk in our assets and increased operating risk caused by a material change in commercial, consumer and/or real estate loans as a percentage of our total loan portfolio, including as a result of rising interest rates, inflation and recessionary concerns;
the concentration of our loan portfolio in loans collateralized by real estate;
our level of construction and land development and commercial real estate loans;
failure to prevent a breach to our Internet-based system and online commerce security;
changes in the levels of loan prepayments and the resulting effects on the value of our loan portfolio;
the failure of assumptions and estimates underlying the establishment of and provisions made to the allowance for credit losses;
our ability to expand and grow our business and operations, including the establishment of additional branches and acquisition of additional branches and banks, and our ability to realize the cost savings and revenue enhancements we expect from such activities;
government intervention in the U.S. financial system, including the effects of legislative, tax, accounting and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Jumpstart Our Business Startups Act, the Consumer Financial Protection Bureau, the capital ratios of Basel III as adopted by the federal banking authorities, the Tax Cuts and Jobs Act of 2017 and the CARES Act, as well as the possibility that the U.S. could default on its debt obligations and the risk of inflation and interest rate increases resulting from monetary and fiscal stimulus response, which may have unanticipated adverse effects on our customers, and our financial condition and results of operations;
uncertainty related to the transition away from the London Inter-bank Offered Rate (“LIBOR”);
increased competition for deposits and loans adversely affecting rates and terms;
the continued service of key management personnel;
the potential payment of interest on demand deposit accounts to effectively compete for customers;
potential environmental liability risk associated with properties that we assume upon foreclosure;
increased asset levels and changes in the composition of assets and the resulting impact on our capital levels and regulatory capital ratios;
risks of current or future mergers and acquisitions, including the related time and cost of implementing transactions and the potential failure to achieve expected gains, revenue growth or expense savings;
increases in regulatory capital requirements for banking organizations generally, which may adversely affect our ability to expand our business or could cause us to shrink our business;
acts of God or of war or other conflicts, including the current Ukraine/Russia conflict, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions;
changes in accounting policies, rules and practices and applications or determinations made thereunder, including the impact of the adoption of the current expected credit losses (“CECL”) methodology;
fraudulent and negligent acts by loan applicants, mortgage brokers and our employees;
failure to maintain effective internal controls and procedures;
the risk that our deferred tax assets could be reduced if future taxable income is less than currently estimated, if corporate tax rates in the future are less than current rates, or if sales of our capital stock trigger limitations on the amount of net operating loss carryforwards that we may utilize for income tax purposes;
our ability to attract and retain qualified employees, including as a result of heightened labor shortages;
risks related to environmental, social and governance ("ESG") strategies and initiatives, the scope and pace of which could alter our reputation and shareholder, associate, customer and third-party affiliations; and

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other factors and risks described under “Risk Factors” herein and in any of our subsequent reports that we file with the Securities and Exchange Commission (the “Commission” or “SEC”) under the Exchange Act.

Forward-looking statements are not guarantees of performance or results and should not be relied upon as representing management’s views as of any subsequent date. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe we have chosen these assumptions or bases in good faith and that they are reasonable. We caution you, however, that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material. When considering forward-looking statements, you should refer to the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q and in our periodic and current reports filed with the SEC for specific factors that could cause our actual results to be different from those expressed or implied by our forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q (or an earlier date to the extent applicable). Except as required by applicable law, we undertake no obligation to update publicly these statements in light of new information or future events.

OVERVIEW

Primis Financial Corp. (“Primis,” “we,” “us,” “our” or the “Company”) is the bank holding company for Primis Bank (“Primis Bank” or the “Bank”), a Virginia state-chartered bank which commenced operations on April 14, 2005. Primis Bank provides a range of financial services to individuals and small and medium-sized businesses. At March 31, 2023, Primis Bank had thirty-two full-service branches in Virginia and Maryland and also provides services to customers through certain online and mobile applications. Thirty full-service retail branches are in Virginia and two full-service retail branches are in Maryland. The Company is headquartered in McLean, Virginia and has administrative offices in Tysons Corner, Virginia and Glen Allen, Virginia and an operations center in Atlee, Virginia. Our deposits are insured, up to applicable limits, by the Federal Deposit Insurance Corporation (the “FDIC”). Primis Bank also owns Primis Mortgage Company, a residential mortgage lender.

While Primis Bank offers a wide range of commercial banking services, it focuses on making loans secured primarily by commercial real estate and other types of secured and unsecured commercial loans to small and medium-sized businesses in a number of industries, as well as loans to individuals for a variety of purposes. Primis Bank invests in real estate-related securities, including collateralized mortgage obligations and agency mortgage backed securities. Primis Bank’s principal sources of funds for loans and investing in securities are deposits and, to a lesser extent, borrowings. Primis Bank offers a broad range of deposit products, including checking (NOW), savings, money market accounts and certificates of deposit. Primis Bank actively pursues business relationships by utilizing the business contacts of its senior management, other bank officers and its directors, thereby capitalizing on its knowledge of its local market areas.

Current Economic Environment

The U.S. economy expanded in the first quarter of 2023, with Real Gross Domestic Product growing by an annualized 1.1%. According to the U.S. Bureau of Labor and Statistics, the rate of unemployment dropped to 3.5% in March 2023. The Federal Reserve (the “Fed”) has raised rates 500 bps since March of 2022 in an effort to temper inflation, a pace that has not been experienced in more than 40 years and now sits at a level not seen since 2006. This rate level is putting strong upward pressure on all banks including Primis’ cost of deposits as banks look for ways to increase liquidity. Inflation remains higher than the Fed’s long term target rate of 2%, and weakness in some areas of the economy and turmoil in the banking system has heightened recessionary concerns.

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FINANCIAL HIGHLIGHTS

Net income of $5.8 million for the three months ended March 31, 2023, or $0.23 basic and diluted earnings per share, compared to $4.6 million, or $0.19 basic and diluted earnings per share, for the three months ended March 31, 2022.
Total assets as of March 31, 2023 were $4.21 billion, an increase of 18% compared to December 31, 2022.
Total cash and cash equivalents grew to $607.1 million, up from $77.9 million at December 31, 2022.
Total loans, excluding Paycheck Protection Program (“PPP”) balances as of March 31, 2023, were $3.04 billion, an increase of $96.9 million, or 3%, from December 31, 2022.
Total deposits were $3.67 billion at March 31, 2023, an increase of 35% compared to December 31, 2022.
Non-time deposits increased to $3.17 billion at March 31, 2023, an increase of $912.1 million, or 40%, compared to December 31, 2022.
The ratio of gross loans to deposits has declined to 83% at March 31, 2023, from 108% at December 31, 2022.
Net interest margin of 3.15% in the first quarter of 2023 was up substantially from 2.96% in the first quarter of 2022.
Allowance for credit losses to total loans was 1.17% at March 31, 2023, compared to 1.17% at December 31, 2022.

RESULTS OF OPERATIONS

Net Income

Three-Month Comparison. Net income for the three months ended March 31, 2023 was $5.8 million, or $0.23 basic and diluted earnings per share, compared to $4.6 million, or $0.19 basic and diluted earnings per share, for the three months ended March 31, 2022. The 26% increase in net income during the three months ended March 31, 2023 compared to the three months ended March 31, 2022 was driven by higher interest income and from mortgage banking income in the first quarter of 2023. These increases were partially offset by higher noninterest expenses mainly from an increase in employee compensation and benefits expense in the first quarter of 2023 related to increased head count at the Bank, Primis Mortgage and Panacea.

Net Interest Income

Our operating results depend primarily on our net interest income, which is the difference between interest and dividend income on interest-earning assets such as loans and investments, and interest expense on interest-bearing liabilities such as deposits and borrowings.

Three-Month Comparison. Net interest income was $28.4 million for the three months ended March 31, 2023, compared to $22.9 million for the three months ended March 31, 2022. Primis’ net interest margin for the three months ended March 31, 2023 was 3.15%, compared to 2.96% for the three months ended March 31, 2022. Net interest margin was significantly impacted by the successful launch of the Bank’s digital deposit platform. Increased competition in the Company’s core banking markets increased the cost of deposits in the first quarter of 2023 compared to the first quarter of 2022. Total income on interest-earning assets was $47.2 million and $26.6 million for the three months ended March 31, 2023 and 2022, respectively. The yield on average interest-earning assets was 5.24% and 3.44% for the three months ended March 31, 2023 and 2022, respectively. Increase in yield on average interest-earnings assets was driven by higher rates on cash and loans in the first quarter of 2023. The cost of average interest-bearing deposits increased 188 basis points to 2.32% for the three months ended March 31, 2023, compared to 0.44% cost on average interest-bearing deposits for the three months ended March 31, 2022. Interest and fees on loans totaled $41.4 million and $24.8 million for the three months ended March 31, 2023 and 2022, respectively. Average loans during the three months ended March 31, 2023 were $3.02 billion, compared to $2.36 billion during the three months ended March 31, 2022. The Company’s loan growth over the past quarter and increase in deposits retained as interest-bearing cash on our balance sheet in the first quarter of 2023 have been the drivers of positive movements in both margins and net interest income.

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The following table details average balances of interest-earning assets and interest-bearing liabilities, the amount of interest earned/paid on such assets and liabilities, and the yield/rate for the periods indicated:

Average Balance Sheets and Net Interest

Analysis For the Three Months Ended

March 31, 2023

March 31, 2022

Interest

Interest

Average

Income/

Yield/

Average

Income/

Yield/

    

Balance

    

Expense

    

Rate

    

Balance

    

Expense

    

Rate

    

(Dollar amounts in thousands)

Assets

Interest-earning assets:

  

  

  

  

Loans held for sale

$

25,346

$

391

6.26

%  

$

$

%  

Loans, net of deferred fees (1) (2)

2,991,965

40,960

5.55

%  

2,360,782

$

24,749

4.25

%  

Investment securities

246,402

1,584

2.61

%  

302,431

1,430

1.92

%  

Other earning assets

388,327

4,224

4.41

%  

466,952

406

0.35

%  

Total earning assets

3,652,040

47,159

5.24

%  

3,130,165

26,585

3.44

%  

Allowance for credit losses

(34,099)

(29,238)

Investments in mortgage affiliate - held for sale

Total non-earning assets

288,103

255,558

Total assets

$

3,906,044

$

3,356,485

Liabilities and stockholders' equity

  

  

  

  

Interest-bearing liabilities:

  

  

  

  

NOW and other demand accounts

$

722,584

$

2,267

1.27

%  

$

817,430

$

666

0.33

%  

Money market accounts

824,541

4,801

2.36

%  

809,460

858

0.43

%  

Savings accounts

593,823

4,750

3.24

%  

224,716

149

0.27

%  

Time deposits

489,066

3,226

2.68

%  

350,368

700

0.81

%  

Total interest-bearing deposits

2,630,014

15,044

2.32

%  

2,201,974

2,373

0.44

%  

Borrowings

284,946

3,705

5.27

%  

171,293

1,358

3.22

%  

Total interest-bearing liabilities

2,914,960

18,749

2.61

%  

2,373,267

3,731

0.64

%  

Noninterest-bearing liabilities:

  

  

  

  

Demand deposits

556,479

545,530

Other liabilities

28,812

23,057

Total liabilities

3,500,251

2,941,854

Stockholders' equity

405,793

414,631

Total liabilities and stockholders' equity

$

3,906,044

$

3,356,485

Net interest income

$

28,410

$

22,854

Interest rate spread

2.63

%  

2.81

%  

Net interest margin

3.15

%  

2.96

%  

(1)Includes loan fees in both interest income and the calculation of the yield on loans.
(2)Calculations include non-accruing loans in average loan amounts outstanding.

Provision for Credit Losses

The provision for credit losses is a current charge to earnings made in order to adjust the allowance for credit losses to an appropriate level for current expected losses in the loan portfolio based on an evaluation of the loan portfolio, current economic conditions, changes in the nature and volume of lending, historical loan experience and other known internal and external factors affecting loan collectability. Our allowance for credit losses is calculated by segmenting the loan portfolio by loan type and applying risk factors to each segment. The risk factors are determined by considering historical loss data, peer data, as well as applying management’s judgment.

The Company recorded a provision for credit losses for the three months ended March 31, 2023 and 2022 of $5.2 million and $0.1 million, respectively. Of this provision in the first quarter of 2023, $4.8 million was due to charge-offs and additional reserve calculated in our normal reserve process for a portfolio of loans that includes a third-party credit

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enhancement. As a result, this portion of the provision is fully offset by a gain recorded in noninterest income due to credit enhancement and has no effect on net income. Excluding this provision amount, the provision for credit losses would have been $0.5 million at March 31, 2023. We had charge-offs totaling $4.4 million and $0.1 million during the three months ended March 31, 2023 and 2022, respectively. There were recoveries totaling $0.4 million and $0.2 million during the three months ended March 31, 2023 and 2022, respectively.

The Financial Condition Section of Management’s Discussion and Analysis provides information on our loan portfolio, past due loans, nonperforming assets and the allowance for credit losses.

Noninterest Income

The following table presents the major categories of noninterest income for the three months ended March 31, 2023 and 2022:

For the Three Months Ended

March 31, 

(dollars in thousands)

    

2023

    

2022

     

Change

Account maintenance and deposit service fees

$

1,216

$

1,351

 

$

(135)

Income from bank-owned life insurance

 

420

 

375

 

45

Mortgage banking income

 

4,315

 

 

4,315

Gain on sale of loans

478

478

Credit enhancement income

4,886

4,886

Other noninterest income

 

217

 

364

 

(147)

Total noninterest income

$

11,532

$

2,090

$

9,442

Noninterest income increased 452% to $11.5 million for the three months ended March 31, 2023, compared to $2.1 million for the three months ended March 31, 2022. The increase in noninterest income was primarily related to the $4.9 million of credit enhancement income and $4.3 million of mortgage banking income in the first quarter of 2023. The Company began accounting for certain third party credit enhancements on consumer lending during the third quarter of 2022 and purchased the mortgage platform in the second quarter of 2022. The increase in the credit enhancement income was due to the increase in charge-offs and allowance for credit losses experienced during the three months ending March 31, 2023 on the portfolio of loans for which we have received the credit enhancement. The increase in the mortgage banking income is due to the purchase of Primis Mortgage Company in May 2022 and the normal mortgage activities now reflected in our income statement during the first quarter, which included the fair value adjustments and gains on sales of mortgage loans held for sale.

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Noninterest Expense

The following table presents the major categories of noninterest expense for the three months ended March 31, 2023 and 2022:

For the Three Months Ended

March 31, 

(dollars in thousands)

    

2023

    

2022

    

Change

Salaries and benefits

$

15,028

$

9,625

$

5,403

Occupancy expenses

 

1,445

 

1,457

 

(12)

Furniture and equipment expenses

 

1,577

 

1,100

 

477

Amortization of core deposit intangible

 

317

 

341

 

(24)

Virginia franchise tax expense

 

849

 

813

 

36

Data processing expense

 

2,251

 

1,490

 

761

Marketing expense

569

465

104

Telephone and communication expense

 

377

 

382

 

(5)

Net (gain) loss on other real estate owned

 

 

(59)

 

59

Professional fees

 

862

 

1,094

 

(232)

Credit enhancement costs

873

873

Other operating expenses

 

3,249

 

2,279

 

970

Total noninterest expenses

$

27,397

$

18,987

$

8,410

Noninterest expenses were $27.4 million during the three months ended March 31, 2023, compared to $19.0 million during the three months ended March 31, 2022. The 44% increase in noninterest expenses was primarily due to a $5.4 million increase in employee compensation in the first quarter of 2023 related to increased head count at the Bank, Primis Mortgage and Panacea compared to 2022. The increase in noninterest expense during the three months ended March 31, 2023 was also attributable to a $0.8 million increase in data processing expense driven by substantially higher application volume on the digital deposit platform as a result of a savings account rate promotion offered during the quarter. Noninterest expense for the three months ended March 31, 2023 included $0.9 million of credit enhancement costs related to servicing and other expenses for a third-party managed loan portfolio due to significant growth in that loan portfolio during the quarter. A significant driver of the increased other non-interest expenses were higher expenses related to Primis Mortgage in the first quarter of 2023. Other notable drivers of the increase in other operating expenses in the quarter include higher FDIC insurance costs and increased fraud losses, primarily driven by increased check fraud activity. Increases in noninterest expense were offset by a decline in professional fees due to expenses associated with bringing certain V1BE activities in-house in the first quarter of 2022.

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FINANCIAL CONDITION

Balance Sheet Overview

Total assets were $4.21 billion as of March 31, 2023 and $3.57 billion as of December 31, 2022. Total cash and cash equivalents were $607.1 million as of March 31, 2023 and $77.9 million as of December 31, 2022. Investment securities decreased from $249.8 million as of December 31, 2022 to $244.6 million as of March 31, 2023. Total loans increased 3%, from $2.95 billion at December 31, 2022 to $3.04 billion at March 31, 2023. Total deposits were $3.67 billion at March 31, 2023, compared to $2.72 billion at December 31, 2022 and total equity was $400.3 million and $394.4 million at March 31, 2023 and December 31, 2022, respectively.

Stockholder’s equity balances increased $2.4 million from December 31, 2022 to March 31, 2023 as a result of a decrease in unrealized mark-to-market adjustments on the Company’s available-for-sale securities portfolio due to marginal increases in market interest rates during the first quarter of 2023. The Company has the intention to hold these securities until maturity or recovery of the value and does not anticipate realizing any losses on the investments.

Loans

Total loans were $3.04 billion and $2.95 billion at March 31, 2023 and December 31, 2022, respectively. PPP loans totaled $2.6 million at March 31, 2023 and $4.6 million at December 31, 2022, respectively. Excluding PPP loans, loans outstanding increased $96.9 million, or 3%, since December 31, 2022.

As of March 31, 2023 and December 31, 2022, a majority of our loans were to customers located in Virginia and Maryland. We are not dependent on any single customer or group of customers whose insolvency would have a material adverse effect on our operations.

The composition of our loans held for investment portfolio consisted of the following at March 31, 2023 and December 31, 2022 (in thousands):

March 31, 2023

December 31, 2022

    

Amount

    

Percent

    

Amount

    

Percent

    

Loans secured by real estate:

 

  

 

  

 

  

 

  

 

Commercial real estate - owner occupied

$

459,008

 

15.1

%  

$

459,866

 

15.6

%  

Commercial real estate - non-owner occupied

 

576,065

 

18.9

%  

 

579,733

 

19.7

%  

Secured by farmland

 

6,092

 

0.2

%  

 

7,116

 

0.2

%  

Construction and land development

 

151,880

 

5.0

%  

 

148,690

 

5.0

%  

Residential 1-4 family

 

606,293

 

19.9

%  

 

609,694

 

20.7

%  

Multi- family residential

 

139,978

 

4.6

%  

 

140,321

 

4.8

%  

Home equity lines of credit

 

64,606

 

2.1

%  

 

65,152

 

2.2

%  

Total real estate loans

 

2,003,922

 

65.8

%  

 

2,010,572

 

68.2

%  

Commercial loans

 

545,834

 

17.9

%  

 

521,794

 

17.7

%  

Paycheck protection program loans

2,603

0.1

%  

4,564

0.2

%  

Consumer loans

 

485,252

 

15.9

%  

 

405,278

 

13.7

%  

Total Non-PCD loans

 

3,037,611

 

99.8

%  

 

2,942,208

 

99.8

%  

PCD loans

6,121

0.2

%  

6,628

0.2

%  

Total loans

$

3,043,732

100.0

%  

$

2,948,836

100.0

%  

 

 

 

 

  

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The following table sets forth the contractual maturity ranges of our loans held for investment portfolio and the amount of those loans with fixed and floating interest rates in each maturity range as of March 31, 2023 (in thousands):

After 1 Year

After 5 Years

 

Through 5 Years

Through 15 Years

After 15 Years

 

One Year

Fixed

Floating

Fixed

Floating

Fixed

Floating

 

    

or Less

    

Rate

    

Rate

    

Rate

    

Rate

    

Rate

    

Rate

    

Total

Loans secured by real estate:

Commercial real estate - owner occupied

$

34,006

$

122,770

$

17,621

$

116,986

$

2,336

$

70,342

$

94,947

$

459,008

Commercial real estate - non-owner occupied

32,343

182,392

25,529

55,872

1,393

219,393

59,143

576,065

Secured by farmland

1,982

1,206

78

1,079

1,355

392

6,092

Construction and land development

97,144

35,342

11,562

5,335

807

1,655

35

151,880

Residential 1-4 family

19,500

49,985

7,825

53,020

74,645

371,901

29,417

606,293

Multi- family residential

8,526

57,132

20,460

19,019

27,708

7,133

139,978

Home equity lines of credit

9,977

1,182

11,750

5,037

71

36,589

-

64,606

Total real estate loans

203,478

450,009

94,825

256,348

79,252

728,943

191,067

2,003,922

Commercial loans

138,981

 

90,526

117,783

37,259

1,137

2,854

157,294

545,834

Paycheck protection program loans

24

2,369

210

2,603

Consumer loans

1,885

270,487

51,117

70,749

2,443

5

88,566

485,252

Total Non-PCD loans

344,368

813,391

263,725

364,356

82,832

731,802

437,137

3,037,611

PCD loans

 

3,098

1,353

1,129

400

141

-

 

6,121

Total loans

$

347,466

$

814,744

$

263,725

$

365,485

$

83,232

$

731,943

$

437,137

$

3,043,732

Asset Quality

While the impact of COVID-19 largely subsided in the first quarter of 2023, the residual effect of COVID-19 and its variants, as well as new risks emerging from geopolitical conflict, inflation, bank failures and the threat of a recession continue to cause economic instability and impacts our ability to evaluate our asset quality. Despite this economic uncertainty, our asset quality remained strong during the first quarter of 2023. We will generally place a loan on nonaccrual status when it becomes 90 days past due. Loans will also be placed on nonaccrual status in cases where we are uncertain whether the borrower can satisfy the contractual terms of the loan agreement. Cash payments received while a loan is categorized as nonaccrual will be recorded as a reduction of principal as long as doubt exists as to future collections.  

We maintain appraisals on loans secured by real estate, particularly those categorized as nonperforming loans and potential problem loans. In instances where appraisals reflect reduced collateral values, we make an evaluation of the borrower’s overall financial condition to determine the need, if any, for impairment or write-down to their fair values. If foreclosure occurs, we record OREO at the lower of our recorded investment in the loan or fair value less our estimated costs to sell.

Our loan portfolio losses and delinquencies have been primarily limited by our underwriting standards and portfolio management practices. Whether losses and delinquencies in our portfolio will increase significantly depends upon the value of the real estate securing the loans and economic factors, such as the overall economy in our market area, rising interest rates, historically high inflation, global supply chain issues and potential recession.

Total calculated reserves increased by $1.2 million to $35.7 million at the end of March 31, 2023 compared to $34.5 million at December 31, 2022, primarily due to the $94.9 million in loan growth experienced in the first quarter of 2023.

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The following table presents a comparison of nonperforming assets as of March 31, 2023 and December 31, 2022 (in thousands):

    

March 31, 

December 31, 

2023

    

2022

    

Nonaccrual loans

$

33,397

$

35,484

Loans past due 90 days and accruing interest

 

1,625

 

3,361

Total nonperforming assets

 

35,022

 

38,845

SBA guaranteed amounts included in nonperforming loans

$

2,206

$

3,969

Allowance for credit losses to total loans

 

1.17

%  

 

1.17

%  

Allowance for credit losses to nonaccrual loans

 

106.98

%  

 

97.35

%  

Allowance for credit losses to nonperforming loans

 

102.01

%  

 

88.93

%  

Nonaccrual to total loans

 

1.10

%  

 

1.20

%  

Nonperforming assets excluding SBA guaranteed loans to total assets

 

0.78

%  

 

0.98

%  

Nonaccrual loans were $33.4 million (excluding $0.6 million of loans fully covered by SBA guarantees) at March 31, 2023, compared to $35.5 million (excluding $0.6 million of loans fully covered by SBA guarantees) at December 31, 2022, a decrease of 6%. A substantial portion of the Bank’s nonperforming assets are comprised of two relationships with a combined balance of approximately $27.0 million. A large residential property with a balance of approximately $8.0 million included in that total, continues to make sporadic payments and is current as of March 31, 2023. The other relationship, primarily consisting of assisted living facilities, is currently in the middle of a receiver-managed marketing process.

At March 31, 2023, our total substandard loans were $39.5 million. Included in the total substandard loans were SBA guarantees of $0.8 million. Special mention loans totaled $28.3 million at March 31, 2023. At December 31, 2022, our total substandard loans was $41.0 million. Included in the total substandard loans were SBA guarantees of $0.8 million. Special mention loans totaled $32.3 million at December 31, 2022.

For the quarter ended March 31, 2023, one loan from our residential 1-4 family loan portfolio on an amortized cost basis of $0.9 million, was modified to a borrower experiencing financial difficulty. This modification allowed a six month deferral of principal and interest of $0.1 million for the three months ended March 31, 2023, with contractual payments expected to resume in August of this year.  This loan, which has had no payment delinquencies since origination, represents only 0.15% of total loans in the secured by first liens pool.

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Investment Securities

Our investment securities portfolio provides us with required liquidity and investment securities to pledge as collateral to secure public deposits, certain other deposits, advances from the FHLB of Atlanta, and repurchase agreements.

We classify our investment securities as either held-to-maturity or available-for-sale. Debt investment securities that Primis has the positive intent and ability to hold to maturity are classified as held-to-maturity and carried at amortized cost. Investment securities classified as available-for-sale are those debt securities that may be sold in response to changes in interest rates, liquidity needs or other similar factors. Investment securities available-for-sale are carried at fair value, with unrealized gains or losses net of deferred taxes, included in accumulated other comprehensive income (loss) in stockholders’ equity.

Investment securities, available-for-sale and held-to-maturity, totaled $244.6 million at March 31, 2023, a decrease of 2% from $249.8 million at December 31, 2022.

The following table sets forth a summary of the investment securities portfolio as of the dates indicated. Available-for-sale investment securities are reported at fair value, and held-to-maturity investment securities are reported at amortized cost (in thousands).

March 31, 

December 31, 

    

2023

    

2022

Available-for-sale investment securities:

 

  

 

  

Residential government-sponsored mortgage-backed securities

$

101,917

$

102,881

Obligations of states and political subdivisions

 

30,000

 

29,178

Corporate securities

 

14,078

 

14,828

Collateralized loan obligations

 

4,891

 

4,876

Residential government-sponsored collateralized mortgage obligations

 

25,635

 

26,595

Government-sponsored agency securities

 

15,100

 

14,616

Agency commercial mortgage-backed securities

 

34,597

 

37,417

SBA pool securities

 

5,250

 

5,924

Total

$

231,468

$

236,315

Held-to-maturity investment securities:

 

  

 

  

Residential government-sponsored mortgage-backed securities

$

10,146

$

10,522

Obligations of states and political subdivisions

 

2,722

 

2,721

Residential government-sponsored collateralized mortgage obligations

 

247

 

277

Total

$

13,115

$

13,520

We recognized an immaterial amount of credit impairment charges related to credit losses on our held-to-maturity investment securities during the three months ended March 31, 2023 and no credit losses during the three months ended March 31, 2022.

Deposits

The market for deposits is competitive. We offer a line of traditional deposit products that currently include noninterest-bearing and interest-bearing checking (or NOW accounts), commercial checking, money market accounts, savings accounts and certificates of deposit. We compete for deposits through our banking branches with competitive pricing, advertising and online banking. We use deposits as a principal source of funding for our lending, purchasing of investment securities and for other business purposes.

Total deposits increased 35% to $3.67 billion at March 31, 2023 from $2.72 billion at December 31, 2022. The increase in deposits from year-end was primarily driven by the substantial growth in the Bank’s new digital deposit platform in the first quarter of 2023. The majority of the growth was in savings accounts with the remainder largely in NOW accounts. Savings accounts increased 295% from $245.7 million as of December 31, 2022 to $971.4 million at March 31, 2023.

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NOW accounts increased 35% from $617.7 million at December 31, 2022 to $835.3 million at March 31, 2023. Our deposits are diversified in type and by underlying customer and lack significant concentrations to any type of customer (i.e. commercial, consumer, government) or industry.

Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes. Total uninsured deposits as calculated per regulatory guidance were $1.1 billion, or 31% of total deposits at March 31, 2023. Included in this amount are affiliate balances and collateralized deposits of public entities and state and local government agencies; adjusting for these categories, our uninsured and uncollateralized deposits are approximately 26% of our total deposits at March 31, 2023.

The variety of deposit accounts we offer allows us to be competitive in obtaining funds and in responding to the threat of disintermediation (the flow of funds away from depository institutions such as banking institutions into direct investment vehicles such as government and corporate securities). Our ability to attract and maintain deposits, and the effect of such retention on our cost of funds, has been, and will continue to be, significantly affected by the general economy and market rates of interest.

For our deposit agreements with certain customers, we hold the collateral in a segregated custodial account. We are required to maintain adequate collateral levels. In the event the collateral fair value falls below stipulated levels, we will pledge additional securities. We closely monitor collateral levels to ensure adequate levels are maintained, while mitigating the potential risk of over-collateralization.

Liquidity and Funds Management

The objective of our liquidity management is to ensure the ability to meet our financial obligations. These obligations include the payment of deposits on demand or at maturity, the repayment of borrowings at maturity and the ability to fund commitments and other new business opportunities. We obtain funding from a variety of sources, including customer deposit accounts, customer certificates of deposit and payments on our loans and investments. If our level of core deposits are not sufficient to fully fund our lending activities, we have access to funding from additional sources, including but not limited to borrowing from the Federal Home Loan Bank of Atlanta and institutional certificates of deposits. In addition, we maintain federal funds lines of credit with two correspondent banks, totaling $65 million, and utilize securities sold under agreements to repurchase (“repo”) and reverse repurchase agreement borrowings from approved securities dealers, as needed.

We prepare a cash flow forecast on a 30, 60 and 90 day basis along with a one and two year basis. These projections incorporate expected cash flows on loans, investment securities, and deposits based on data used to prepare our interest rate risk analyses.

At March 31, 2023, we had substantial liquidity on the balance sheet with cash and equivalents of $607 million versus $78 million at December 31, 2022 largely due to the growth in digital platform deposits described above.

At March 31, 2023 and December 31, 2022, we had pledged callable agency securities, residential government-sponsored mortgage-backed securities and collateralized mortgage obligations with a carrying value of $13.9 million and $14.2 million, respectively, to customers who require collateral for overnight repurchase agreements and deposits.

The balance in repo accounts at March 31, 2023 and December 31, 2022 was $4.3 million and $6.5 million, respectively.

We repaid our short-term FHLB advances of $325.0 million that were outstanding as of December 31, 2022 and matured in the first quarter of 2023.  As a result, we have all of our FHLB capacity available for future liquidity needs. At March 31, 2023, Primis Bank had lendable collateral value in the form of residential 1-4 family mortgages, HELOCs, commercial mortgage loans, and investment securities supporting borrowing capacity of approximately $541.6 million from the FHLB.

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In March 2023, the Federal Reserve established the Bank Term Funding Program (“BTFP”) in response to recent industry disruption, offering loans with up to one year in maturity to eligible depository institutions in exchange for pledged collateral in the form of U.S. Treasuries, agency debt and mortgage-backed securities and other qualifying assets. Borrowing capacity under the BTFP is based on the par value, not fair value, of the collateral. At March 31, 2023, we had securities available of $165.0 million for utilization with the BTFP, with no borrowings outstanding under the program at March 31, 2023.

The Bank also utilizes institutional and brokered certificates of deposit to supplement customer funding. At March 31, 2023, we had $100.0 million of brokered deposits outstanding. We had remaining brokered CD capacity under internal policy of approximately $321.0 million.

At March 31, 2023, we had $526.3 million of unfunded lines of credit and undisbursed construction loan funds, not all of which will ultimately be drawn. The amount of certificate of deposit accounts maturing in less than one year was $380.3 million as of March 31, 2023, including $100.0 million of brokered CDs. Management anticipates that funding requirements for these commitments can be met in the normal course.

As noted above, our uninsured and otherwise uncollateralized deposits were approximately 26% of total deposits, or $946.0 million. The combined availability under our various liquidity sources along with cash and equivalents on the balance sheet represented approximately 180% of uninsured and uncollateralized deposits at March 31, 2023.

As of March 31, 2023, Primis was not aware of any known trends, events or uncertainties that have or are reasonably likely to have a material impact on our liquidity. As of March 31, 2023, Primis has no material commitments for capital expenditures.

Capital Resources

Capital management consists of providing equity to support both current and future operations. Primis Financial Corp. and its subsidiary bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (“PCA”), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. At March 31, 2023 and December 31, 2022, the most recent regulatory notifications categorized the Bank as well capitalized under regulatory framework for PCA.

Quantitative measures established by regulation to ensure capital adequacy require Primis to maintain minimum amounts and ratios of Total and Tier I capital (as defined in the regulations) to average assets (as defined). Management believes, as of March 31, 2023, that Primis meets all capital adequacy requirements to which it is subject.

The following table provides a comparison of the leverage and risk-weighted capital ratios of Primis Financial Corp. and Primis Bank at the periods indicated to the minimum and well-capitalized required regulatory standards:

Minimum

 

Required for

 

Capital

To Be

Actual Ratio at

 

Adequacy

 Categorized as

March 31, 

December 31, 

    

Purposes

    

 Well Capitalized (1)

    

2023

    

2022

 

Primis Financial Corp.

 

  

 

  

 

  

 

  

Leverage ratio

 

4.00

%  

n/a

 

8.59

%  

9.68

%  

Common equity tier 1 capital ratio

 

4.50

%  

n/a

 

10.04

%  

10.30

%  

Tier 1 risk-based capital ratio

 

6.00

%  

n/a

 

10.36

%  

10.63

%  

Total risk-based capital ratio

 

8.00

%  

n/a

 

14.20

%  

14.57

%  

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Primis Bank

 

 

Leverage ratio

 

4.00

%  

5.00

%  

10.21

%  

11.39

%  

Common equity tier 1 capital ratio

 

7.00

%  

6.50

%  

12.38

%  

12.64

%  

Tier 1 risk-based capital ratio

 

8.50

%  

8.00

%  

12.38

%  

12.64

%  

Total risk-based capital ratio

 

10.50

%  

10.00

%  

13.58

%  

13.84

%  

(1)Prompt corrective action provisions are not applicable at the bank holding company level.

Primis Financial Corp. and Primis Bank are required to meet minimum capital requirements set forth by regulatory authorities. Bank regulatory agencies have approved regulatory capital guidelines (“Basel III”) aimed at strengthening existing capital requirements for banking organizations. The Basel III Capital Rules require Primis Financial Corp. and Primis Bank to maintain (i) a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer”, (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer, (iii) a minimum ratio of Total capital to risk-weighted assets of at least 8.0%, plus the capital conservation buffer and (iv) a minimum leverage ratio of 4.0%. Failure to meet minimum capital requirements may result in certain actions by regulators which could have a direct material effect on the consolidated financial statements.

Primis Financial Corp. and Primis Bank remain well-capitalized under Basel III capital requirements. Primis Bank had a capital conservation buffer of 5.58% at March 31, 2023, which exceeded the 2.50% minimum requirement below which the regulators may impose limits on distributions.

Primis Bank’s capital position is consistent with being well- capitalized under the regulatory framework for PCA.

CRITICAL ACCOUNTING POLICIES

The critical accounting policies are discussed in MD&A in our Annual Report on Form 10-K for the year ended December 31, 2022. Significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in “Note 1. Organization and Significant Accounting Policies” in Form 10-K for the year ended December 31, 2022. Disclosures regarding the effects of new accounting pronouncements are included in “Note 1. Accounting Policies” in this Form 10-Q. There have been no changes to the significant accounting policies during 2023.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are engaged primarily in the business of investing funds obtained from deposits and borrowings into interest-earning loans and investments. Consequently, our earnings depend to a significant extent on our net interest income, which is the difference between the interest income on loans and other investments and the interest expense on deposits and borrowings. To the extent that our interest-bearing liabilities do not reprice or mature at the same time as our interest-earning assets, we are subject to interest rate risk and corresponding fluctuations in net interest income. Our Asset-Liability Committee (“ALCO”) meets regularly and is responsible for reviewing our interest rate sensitivity position and establishing policies to monitor and limit exposure to interest rate risk. The policies established by the ALCO are reviewed and approved by our Board of Directors. We have employed asset/liability management policies that seek to manage our net interest income, without having to incur unacceptable levels of credit or investment risk.

We use simulation modeling to manage our interest rate risk, and review quarterly interest sensitivity. This approach uses a model which generates estimates of the change in our economic value of equity (“EVE”) over a range of interest rate scenarios. EVE is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts using assumptions including estimated loan prepayment rates, reinvestment rates and deposit decay rates.

The following tables are based on an analysis of our interest rate risk as measured by the estimated change in EVE resulting from instantaneous and sustained parallel shifts in the yield curve (plus 400 basis points or minus 100 basis

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points, measured in 100 basis point increments) as of March 31, 2023 and December 31, 2022. All changes are within our Asset/Liability Risk Management Policy guidelines.

Sensitivity of Economic Value of Equity

 

As of March 31, 2023

 

Economic Value of

 

Economic Value of Equity

Equity as a % of

 

Change in Interest Rates

$ Change

% Change

Total

Equity

 

in Basis Points (Rate Shock)

    

Amount

    

From Base

    

From Base

    

Assets

    

Book Value

 

(dollar amounts in thousands)

 

Up 400

$

345,671

$

(26,491)

 

(7.12)

%  

10.14

%  

83.92

%

Up 300

 

351,887

 

(20,275)

 

(5.45)

%  

10.33

%  

85.43

%

Up 200

 

357,100

 

(15,062)

 

(4.05)

%  

10.48

%  

86.70

%

Up 100

 

371,689

 

(473)

 

(0.13)

%  

10.91

%  

90.24

%

Base

 

372,162

 

 

%  

10.92

%  

90.36

%

Down 100

 

356,560

 

(15,602)

 

(4.19)

%  

10.46

%  

86.57

%

Down 200

 

322,713

 

(49,449)

 

(13.29)

%  

9.47

%  

78.35

%

Sensitivity of Economic Value of Equity

 

As of December 31, 2022

 

Economic Value of

 

Economic Value of Equity

Equity as a % of

 

Change in Interest Rates

$ Change

% Change

Total

Equity

 

in Basis Points (Rate Shock)

    

Amount

    

From Base

    

From Base

    

Assets

    

Book Value

 

(dollar amounts in thousands)

 

Up 400

$

481,135

$

(63,410)

 

(11.64)

%  

14.12

%  

116.81

%

Up 300

 

496,136

 

(48,409)

 

(8.89)

%  

14.56

%  

120.46

%

Up 200

 

510,807

 

(33,738)

 

(6.20)

%  

14.99

%  

124.02

%

Up 100

 

534,163

 

(10,382)

 

(1.91)

%  

15.68

%  

129.69

%

Base

 

544,545

 

 

%  

15.98

%  

132.21

%

Down 100

 

539,297

 

(5,248)

 

(0.96)

%  

15.83

%  

130.94

%

Our interest rate sensitivity is also monitored by management through the use of a model that generates estimates of the change in the net interest income (“NII”) over a range of interest rate scenarios. NII depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them. In this regard, the model assumes that the composition of our interest sensitive assets and liabilities existing at March 31, 2023 and December 31, 2022 remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. All changes are within our ALM Policy guidelines at March 31, 2023 and December 31, 2022.

Sensitivity of Net Interest Income

As of March 31, 2023

Adjusted Net Interest Income

Change in Interest Rates

$ Change

in Basis Points (Rate Shock)

    

Amount

    

From Base

(dollar amounts in thousands)

Up 400

$

99,957

$

(10,338)

Up 300

 

102,031

 

(8,264)

Up 200

 

104,100

 

(6,195)

Up 100

 

107,705

 

(2,590)

Base

 

110,295

 

Down 100

 

111,317

 

1,022

Down 200

 

110,329

 

34

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Sensitivity of Net Interest Income

As of December 31, 2022

Adjusted Net Interest Income

Change in Interest Rates

$ Change

in Basis Points (Rate Shock)

    

Amount

    

From Base

(dollar amounts in thousands)

Up 400

$

108,514

$

(12,447)

Up 300

 

111,127

 

(9,834)

Up 200

 

113,730

 

(7,231)

Up 100

 

117,811

 

(3,150)

Base

 

120,961

 

Down 100

 

122,070

 

1,109

Down 200

 

120,687

 

(274)

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in EVE and NII sensitivity requires the making of certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. Accordingly, although the EVE tables and NII tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net worth and NII. Sensitivity of EVE and NII are modeled using different assumptions and approaches.

ITEM 4 – CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this quarterly report on Form 10-Q, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e) under the Securities Exchange Act of 1934) utilizing the framework established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that these controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting. As a result of the acquisition of Primis Mortgage, the Company is continuously working to integrate Primis Mortgage into its internal control over financial reporting process. Except for the changes in connection with this integration of Primis Mortgage, there were no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

Primis and Primis Bank are from time to time a party, as both plaintiff and defendant, to various claims and proceedings arising in the ordinary course of the Bank’s business, including administrative and/or legal proceedings that may include employment-related claims, as well as claims of lender liability, breach of contract, and other similar lending-related claims. While the ultimate resolution of these matters cannot be determined at this time, the Bank’s management presently believes that such matters, individually and in the aggregate, will not have a material adverse effect on the Bank’s financial condition or results of operations. There are no proceedings pending, or to management’s knowledge, threatened, that represent a significant risk against Primis or Primis Bank as of March 31, 2023.

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ITEM 1A – RISK FACTORS

There were no changes to the risk factors that were previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, except for the addition of the item below.

Recent negative developments in the banking industry could adversely affect our current and projected business operations and our financial condition and results of operations.

The recent bank failures and related negative media attention have generated significant market trading volatility among publicly traded bank holding companies and, in particular, regional, as well as community banks like the Company. These developments have negatively impacted customer confidence in regional and community banks, which could prompt customers to maintain their deposits with larger financial institutions. Further, competition for deposits has increased in recent periods, and the cost of funding has similarly increased, putting pressure on our net interest margin. If we were required to sell a portion of our securities portfolio to address liquidity needs, we may incur losses, including as a result of the negative impact of rising interest rates on the value of our securities portfolio, which could negatively affect our earnings and our capital. If we were required to raise additional capital in the current environment, any such capital raise may be on unfavorable terms, thereby negatively impacting book value and profitability. While we have taken actions to improve our funding, there is no guarantee that such actions will be successful or sufficient in the event of sudden liquidity needs.

We also anticipate increased regulatory scrutiny – in the course of routine examinations and otherwise – and new regulations directed towards banks of similar size to Primis Bank, designed to address the recent negative developments in the banking industry, all of which may increase our costs of doing business and reduce our profitability. Among other things, there may be an increased focus by both regulators and investors on deposit composition, the level of uninsured deposits, losses embedded in the held-to-maturity portion of our securities portfolio, contingent liquidity, CRE composition and concentration, capital position and our general oversight and internal control structures regarding the foregoing. As a result, Primis Bank could face increased scrutiny or be viewed as higher risk by regulators and the investor community.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

Not applicable.

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ITEM 6 - EXHIBITS

(a) Exhibits.

Exhibit No.

    

Description

3.1

Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to Primis Financial Corp.’s (formerly Southern National’s) Registration Statement on Form S-1 (Registration No. 333-136285) filed August 4, 2006)

3.2

Certificate of Amendment to the Articles of Incorporation dated January 31, 2005 (incorporated herein by reference to Exhibit 3.2 to Primis Financial Corp.’s (formerly Southern National’s) Registration Statement on Form S-1 (Registration No. 333-136285) filed on August 4, 2006)

3.3

Certificate of Amendment to the Articles of Incorporation dated April 13, 2006 (incorporated herein by reference to Exhibit 3.3 to Primis Financial Corp.’s (formerly Southern National’s) Registration Statement on Form S-1 (Registration No. 333-136285) filed on August 4, 2006)

3.4

Articles of Amendment to the Articles of Incorporation dated March 31, 2021 (incorporated herein by reference to Exhibit 3.1 to Primis Financial Corp.’s Current Report on Form 8-K filed on March 31, 2021)

3.5

Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to Primis Financial Corp.’s Current Report on Form 8-K filed on March 31, 2021)

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101

The following materials from Primis Financial Corp. Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL (Extensible Business Reporting Language), filed herewith: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Income and Comprehensive Income (unaudited), (iii) Consolidated Statement of Changes in Stockholders’ Equity (unaudited), (iv) Consolidated Statements of Cash Flows (unaudited), and (v) Notes to Consolidated Financial Statements (unaudited).

104

The cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

+     Management contract or compensatory plan or arrangement

*      Filed with this Quarterly Report on Form 10-Q

**    Furnished with this Quarterly Report on Form 10-Q

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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 thereunto duly authorized.

    

Primis Financial Corp.

(Registrant)

May 10, 2023

/s/ Dennis J. Zember, Jr.

(Date)

Dennis J. Zember, Jr.

President and Chief Executive Officer

May 10, 2023

/s/ Matthew Switzer

(Date)

Matthew Switzer

Executive Vice President and Chief Financial Officer

51