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Primis Financial Corp. - Quarter Report: 2023 September (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 September 30, 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)

1676 International Drive, Suite 900

McLean, Virginia 22102

(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 November 2, 2023, there were 24,681,764 shares of common stock, $0.01 par value, outstanding.

Table of Contents

PRIMIS FINANCIAL CORP.

FORM 10-Q

September 30, 2023

TABLE OF CONTENTS

    

PAGE

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022

2

Condensed Consolidated Statements of (Loss) Income and Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022

3

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022

4

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022

6

Notes to Unaudited Condensed Consolidated Financial Statements

7

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

35

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

53

Item 4 – Controls and Procedures

55

PART II - OTHER INFORMATION

Item 1 – Legal Proceedings

55

Item 1A – Risk Factors

55

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

55

Item 3 – Defaults Upon Senior Securities

56

Item 4 – Mine Safety Disclosures

56

Item 5 – Other Information

56

Item 6 - Exhibits

57

Signatures

59

Table of Contents

PRIMIS FINANCIAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

    

September 30, 

    

December 31, 

2023

2022

ASSETS

(unaudited)

Cash and cash equivalents:

 

  

 

  

Cash and due from financial institutions

$

23,966

 

$

6,868

Interest-bearing deposits in other financial institutions

 

69,899

 

 

70,991

Total cash and cash equivalents

 

93,865

 

 

77,859

Securities available-for-sale, at fair value (amortized cost of $255,446 and $269,036, respectively)

 

216,875

 

 

236,315

Securities held-to-maturity, at amortized cost (fair value of $10,582 and $12,449, respectively)

 

11,975

 

 

13,520

Loans held for sale, at fair value

57,511

27,626

Loans held for sale, at lower of cost or market

8,755

Total loans held for sale

66,266

27,626

Loans held for investment

 

3,145,867

 

 

2,946,637

Less: allowance for credit losses

 

(35,767)

 

 

(34,544)

Net loans

 

3,110,100

 

 

2,912,093

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

 

12,796

 

 

25,815

Bank premises and equipment, net

 

24,878

 

 

25,257

Goodwill

 

93,459

 

 

104,609

Intangible assets, net

 

2,282

 

 

3,254

Bank-owned life insurance

 

67,176

 

 

67,201

Deferred tax assets, net

 

22,456

 

 

18,289

Other assets

 

91,647

 

 

57,661

Total assets

$

3,813,775

 

$

3,569,499

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

  

Noninterest-bearing demand deposits

$

490,719

 

$

582,556

Interest-bearing deposits:

 

 

 

NOW accounts

 

803,276

 

 

617,687

Money market accounts

 

800,951

 

 

811,365

Savings accounts

 

746,608

 

 

245,713

Time deposits

 

451,850

 

 

465,057

Total interest-bearing deposits

 

2,802,685

 

 

2,139,822

Total deposits

 

3,293,404

 

 

2,722,378

Securities sold under agreements to repurchase

 

3,838

 

 

6,445

FHLB advances

 

 

 

325,000

Junior subordinated debt

 

9,818

 

 

9,781

Senior subordinated notes

 

85,706

 

 

85,531

Other liabilities

 

38,143

 

 

27,999

Total liabilities

 

3,430,909

 

 

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; 24,686,764 and 24,680,097 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

 

246

 

 

246

Additional paid in capital

 

313,052

 

 

312,722

Retained earnings

 

100,039

 

 

105,247

Accumulated other comprehensive loss

 

(30,471)

 

 

(25,850)

Total stockholders' equity

 

382,866

 

 

392,365

Total liabilities and stockholders' equity

$

3,813,775

 

$

3,569,499

See accompanying notes to unaudited condensed consolidated financial statements.

2

Table of Contents

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

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

For the Three Months Ended September 30, 

For the Nine Months Ended September 30, 

    

2023

    

2022

    

2023

    

2022

    

Interest and dividend income:

 

  

 

  

 

  

 

  

 

Interest and fees on loans

$

47,771

$

30,488

$

133,047

$

81,548

Interest and dividends on taxable securities

 

1,491

 

1,417

 

4,423

 

4,082

Interest and dividends on tax exempt securities

 

102

 

101

 

305

 

311

Interest and dividends on other earning assets

 

1,122

 

555

 

12,504

 

1,409

Total interest and dividend income

 

50,486

 

32,561

 

150,279

 

87,350

Interest expense:

 

  

 

 

  

 

Interest on deposits

 

21,576

 

3,287

 

61,403

 

7,971

Interest on other borrowings

 

1,785

 

1,859

 

7,229

 

4,558

Total interest expense

 

23,361

 

5,146

 

68,632

 

12,529

Net interest income

 

27,125

 

27,415

 

81,647

 

74,821

Provision for credit losses

 

1,648

 

2,890

 

11,136

 

3,411

Net interest income after provision for credit losses

 

25,477

 

24,525

 

70,511

 

71,410

Noninterest income:

 

  

 

 

  

 

Account maintenance and deposit service fees

 

1,503

 

1,525

 

4,149

 

4,318

Income from bank-owned life insurance

 

787

 

394

 

1,601

 

1,147

Mortgage banking income

 

4,922

 

2,197

 

14,435

 

2,790

Gain on sale of loans

451

1,111

Credit enhancement income

2,047

1,220

8,085

1,220

Other noninterest income

 

232

 

284

 

579

 

865

Total noninterest income

 

9,942

 

5,620

 

29,960

 

10,340

Noninterest expenses:

 

  

 

 

  

 

Salaries and benefits

 

13,809

 

12,594

 

44,120

 

32,792

Occupancy expenses

 

1,633

 

1,402

 

4,671

 

4,277

Furniture and equipment expenses

 

1,537

 

1,455

 

4,966

 

3,683

Amortization of intangible assets

 

317

 

326

 

952

 

1,008

Virginia franchise tax expense

 

849

 

813

2,546

 

2,440

FDIC insurance assessment

820

199

2,254

658

Data processing expense

 

2,250

 

1,528

 

7,329

 

4,311

Marketing expense

377

938

1,467

2,134

Telephone and communication expense

 

356

 

342

 

1,149

 

1,090

Professional fees

 

1,118

 

1,261

 

3,055

 

3,182

Credit enhancement costs

337

1,725

Goodwill impairment

11,150

11,150

Other operating expenses

 

2,521

 

2,903

 

9,646

 

7,695

Total noninterest expenses

 

37,074

 

23,761

 

95,030

 

63,270

(Loss) income before income taxes

 

(1,655)

 

6,384

 

5,441

 

18,480

Income tax expense

 

1,912

 

1,359

 

3,243

 

3,971

Net (loss) income

$

(3,567)

$

5,025

$

2,198

$

14,509

Other comprehensive loss:

 

  

 

 

  

 

Unrealized loss on available-for-sale securities

$

(5,557)

$

(12,068)

 

(5,850)

(36,167)

Tax benefit

 

(1,167)

(2,534)

 

(1,229)

(7,595)

Other comprehensive loss

 

(4,390)

(9,534)

 

(4,621)

 

(28,572)

Comprehensive loss

$

(7,957)

$

(4,509)

$

(2,423)

$

(14,063)

(Loss) earnings per share, basic

$

(0.14)

$

0.21

$

0.09

$

0.60

(Loss) earnings per share, diluted

$

(0.14)

$

0.20

$

0.09

$

0.59

   

See accompanying notes to unaudited condensed consolidated financial statements.

3

Table of Contents

PRIMIS FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

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

For the Three Months Ended September 30, 2023

Accumulated

Additional

Other

Common Stock

Paid in

Retained

Comprehensive

    

Shares

    

Amount

    

Capital

    

Earnings

    

Loss

    

Total

Balance - June 30, 2023

24,690,064

$

246

$

312,976

$

106,075

$

(26,081)

$

393,216

Net loss

 

 

 

 

(3,567)

 

 

(3,567)

Other comprehensive loss

(4,390)

(4,390)

Dividends on common stock ($0.10 per share)

 

 

 

 

(2,469)

 

 

(2,469)

Restricted stock forfeited

(3,300)

Stock-based compensation expense

 

 

 

76

 

 

 

76

Balance - September 30, 2023

24,686,764

$

246

$

313,052

$

100,039

$

(30,471)

$

382,866

For the Three Months Ended September 30, 2022

Accumulated

Additional

Other

Common Stock

Paid in

Retained

Comprehensive

    

Shares

    

Amount

    

Capital

    

Earnings

    

Loss

    

Total

Balance - June 30, 2022

24,650,239

$

246

$

312,240

$

102,194

$

(17,926)

$

396,754

Net income

 

 

 

 

5,025

 

 

5,025

Other comprehensive loss

(9,534)

(9,534)

Dividends on common stock ($0.10 per share)

 

 

 

 

(2,465)

 

 

(2,465)

Stock-based compensation expense

 

 

116

 

 

 

116

Balance - September 30, 2022

24,650,239

$

246

$

312,356

$

104,754

$

(27,460)

$

389,896

See accompanying notes to unaudited condensed consolidated financial statements.

4

Table of Contents

PRIMIS FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

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

For the Nine Months Ended September 30, 2023

Accumulated

Additional

Other

Common Stock

Paid in

Retained

Comprehensive

    

Shares

    

Amount

    

Capital

    

Earnings

    

Loss

    

Total

Balance - December 31, 2022

24,680,097

$

246

$

312,722

$

105,247

$

(25,850)

$

392,365

Net income

 

 

 

2,198

 

 

2,198

Other comprehensive loss

(4,621)

(4,621)

Dividends on common stock ($0.30 per share)

 

 

 

(7,406)

 

 

(7,406)

Shares retired to unallocated

(1,033)

Stock option exercises

8,000

 

 

85

 

 

 

85

Restricted stock granted

5,000

Restricted stock forfeited

(5,300)

Repurchase of restricted stock

(12)

(12)

Stock-based compensation expense

 

 

257

 

 

 

257

Balance - September 30, 2023

24,686,764

$

246

$

313,052

$

100,039

$

(30,471)

$

382,866

For the Nine Months Ended September 30, 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

$

97,632

$

1,112

$

410,116

Net income

 

 

 

 

14,509

 

 

14,509

Other comprehensive loss

(28,572)

(28,572)

Dividends on common stock ($0.30 per share)

 

 

 

 

(7,387)

 

 

(7,387)

Shares retired to unallocated

(538)

Stock option exercises

 

27,500

1

278

279

Restricted stock granted

1,500

Repurchase of restricted stock

(8)

(8)

Stock-based compensation expense

 

 

959

 

 

 

959

Shares issued in lieu of bonus

47,158

Balance - September 30, 2022

24,650,239

$

246

$

312,356

$

104,754

$

(27,460)

$

389,896

5

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PRIMIS FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

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

For the Nine Months Ended September 30, 

    

2023

    

2022

Operating activities:

 

  

 

  

Net income

$

2,198

$

14,509

Adjustments to reconcile net income to net cash and cash equivalents (used in) provided by operating activities:

 

  

 

  

Depreciation and amortization

 

6,943

 

4,941

Net amortization of premiums and (accretion of discounts)

 

(710)

 

505

Amortization of FDIC indemnification asset

 

11

 

Provision for credit losses

 

11,136

 

3,411

Origination of loans held for sale

(292,406)

(90,021)

Proceeds from sale of loans held for sale

270,852

97,326

Net gains on mortgage banking

(14,435)

(2,790)

Net gains on sale of loans

(1,111)

Earnings on bank-owned life insurance

 

(1,571)

 

(1,147)

Gain on bank-owned life insurance death benefit

(30)

Stock-based compensation expense

 

257

 

959

Gain on other real estate owned

 

 

(59)

Credit enhancement income

(8,085)

(1,220)

Goodwill impairment

11,150

Deferred income tax benefit

 

(2,939)

 

(700)

Net increase in other assets

 

(33,189)

 

(903)

Net increase (decrease) in other liabilities

 

10,144

 

(1,662)

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

(41,785)

 

23,149

Investing activities:

 

  

 

  

Purchases of securities available-for-sale

 

(10,487)

 

(32,486)

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

 

23,496

 

27,650

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

 

1,518

 

8,478

Net decrease (increase) of FRB and FHLB stock

13,019

(1,168)

Net increase in loans

 

(206,714)

 

(396,983)

Proceeds from bank-owned life insurance death benefit

873

352

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

181

Purchases of bank premises and equipment

 

 

(706)

Business acquisition, net of cash acquired

 

 

(4,554)

Net cash and cash equivalents used in investing activities

 

(178,295)

 

(399,236)

Financing activities:

 

  

 

Net (decrease) increase in deposits

 

571,026

 

(54,896)

Cash dividends paid on common stock

 

(7,406)

 

(7,387)

Proceeds from exercised stock options

 

85

 

279

Repurchase of restricted stock

(12)

(8)

Repayment of short-term FHLB advances

(325,000)

25,000

Repayment of short-term borrowings

(19,254)

Decrease in securities sold under agreements to repurchase

 

(2,607)

 

(76)

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

 

236,086

 

(56,342)

Net change in cash and cash equivalents

 

16,006

 

(432,429)

Cash and cash equivalents at beginning of period

 

77,859

 

530,167

Cash and cash equivalents at end of period

$

93,865

$

97,738

Supplemental disclosure of cash flow information

 

  

 

Cash payments for:

 

  

 

Interest

$

65,430

$

12,286

Income taxes

$

3,908

$

3,035

Non-cash investing and financing activities:

Initial recognition of operating lease right-of-use assets

$

6,067

$

Loans held for investment transferred to loans held for sale

$

8,755

$

See accompanying notes to unaudited condensed consolidated financial statements.

6

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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 September 30, 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 an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia. Primis Mortgage Company, a residential mortgage lender headquartered in Wilmington, North Carolina, is also a consolidated subsidiary of Primis Bank.

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. A discussion of the Company’s material accounting policies are located in our 2022 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) .

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.

Operating Segments

The Company, through its Bank subsidiary, provides a broad range of financial services. While the Company’s chief operating decision maker monitors 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.

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Table of Contents

Basis of Presentation

The unaudited condensed 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 condensed 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 the 2022 Form 10-K.

Use of Estimates

The preparation of the condensed 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.

Interest Rate Swaps

The Company is subject to interest rate risk exposure in the normal course of business through its core lending operations. Primarily to help mitigate interest rate risk associated with its loan portfolio, the Company entered into interest rate swaps in May and August 2023 with a large U.S. financial institution as the counterparty. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate on a notional principal amount and receives a fixed-rate payment on the same notional principal, or vice versa, for a fixed period of time. Interest rate swaps change in value with movements in benchmark interest rates, such as Prime or the Secured Overnight Financing Rate (“SOFR”). Interest rate swaps subject the Company to market risk associated with changes in interest rates, changes in interest rate volatility, as well as the credit risk that the counterparty will fail to perform. The Company’s interest rate swaps are pay-fixed and receive-floating whereby the Company receives a variable rate of interest based on SOFR.

The Company’s interest rate swaps meet the definition of derivative instruments under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, and are accounted for both initially and subsequently at its fair value. The Company assessed the derivative instruments at inception and determined they met the requirements under ASC 815 to be accounted for as fair value hedges. Fair value hedge relationships mitigate exposure to the change in fair value of the hedged risk in an asset, liability or firm commitment. The Company’s interest rate swaps are fair value hedges that are accounted for using the portfolio layer method, which allows the Company to hedge the interest rate risk of prepayable loans by designating as the hedged item a stated amount of a closed portfolio of consumer and commercial loans that are expected to be outstanding for the designated hedge periods. Under the fair value hedging model, gains or losses attributable to the change in fair value of the derivative instruments, as well as the gains and losses attributable to the change in fair value of the hedged items, are recognized in interest income in the same income statement line item with the hedged item in the period in which the change in fair value occurs. The corresponding adjustment to the hedged asset or liability are included in the basis of the hedged items, while the corresponding change in the fair value of the derivative instruments are recorded as an adjustment to other assets or other liabilities, as applicable.

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The following table represents the carrying value of the portfolio layer method hedged assets and the cumulative fair value hedging adjustments included in the carrying value of the hedged assets as of September 30, 2023 and December 31, 2022:

September 30, 2023

December 31, 2022

(dollars in thousands)

Amortized Cost Basis

Hedged Asset

Basis Adjustment

Amortized Cost Basis

Hedged Asset

Basis Adjustment

Fixed rate assets

$

971,810

$

244,646

$

(5,354)

$

$

$

Goodwill

Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. The Company’s reporting units for goodwill are its two primary operating segments, Primis Bank and Primis Mortgage Company. The Company completed the annual goodwill impairment testing for its two reporting units as of September 30, 2023. The testing for Primis Mortgage Company concluded that the fair value of the reporting unit was in excess of its carrying amount and no impairment charge was required. The Company’s testing of the Primis Bank reporting unit revealed that its carrying amount was in excess of its calculated fair value as of September 30, 2023, resulting in an impairment charge.

The Company’s impairment testing included the use of three approaches, each receiving various weightings to determine an ultimate fair value estimate: (1) the comparable transactions method that is based on comparison to pricing ratios recently paid in the sale or merger of comparable banking institutions; (2) the public market peers control premium approach that is based on market pricing ratios of public banking companies adjusted for an industry based control premium, and (3) a discounted cash flow method (an income method), taking into consideration expectations of the Company’s growth and profitability going forward. The results of the combined weighted approaches indicated that the Primis Bank reporting unit’s fair value was approximately 2.4% less than its book value, resulting in a goodwill impairment charge of $11.2 million. This was a non-cash charge to earnings and had no impact on tangible or regulatory capital, cash flows or the Company’s liquidity position.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the goodwill impairment testing as of September 30, 2023 will prove to be an accurate prediction of the future.  Changes in assumptions, market data (for market-based assessments), or the discount rate (for income based assessments) could produce different results that lead to higher or lower fair value determinations compared to the results of the annual impairment testing performed as of September 30, 2023.

Transfers of Financial Assets

The Company follows the guidance in ASC 860, Transfers and Servicing, when accounting for loan participations and other partial loan sales. Transfers of an entire financial asset (i.e. loan sales), a group of entire financial assets, or a participating interest in an entire financial asset (i.e. loan participations sold) are accounted for as sales when control over the assets have been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking that right)  to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Participations or other partial loan sales that do not meet the definition of a participating interest would remain on the balance sheet and the proceeds are recorded as a secured borrowing. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. There were no loan participations that were accounted for as secured borrowings during the period. The Company transferred $25 million of loans to third-parties during the quarter that met the requirements to be accounted for as a sale.  

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The Company retained servicing rights on the loans sold and recorded a servicing asset for each of the sold loans at the time of sale.  Subsequent to the date of transfer, the Company has elected to measure servicing assets under the amortization method. Under the amortization method, servicing assets are amortized in proportion to, and over the period of, estimated net servicing income. The amortization of servicing assets is analyzed each reporting period and is adjusted to reflect changes in prepayment speeds, as well as other factors. Servicing assets are evaluated for impairment based on the fair value of those assets. Impairment is determined by assessing the servicing assets based on groupings of predominant risk characteristics, such as interest rate and loan type. If, by servicing asset grouping, the carrying amount of the servicing assets exceeds fair value, a valuation allowance is established through a charge to earnings. The valuation allowance is adjusted as the fair value changes. The Company recorded no impairment of its servicing assets during the three and nine months ended September 30, 2023. Servicing assets are included in other assets in the accompanying condensed consolidated balance sheets. During the three and nine months ended September 30, 2023, the Company had the following activity in regard to its servicing assets (amounts in thousands):

    

For the Three Months Ended September 30, 

    

For the Nine Months Ended September 30, 

(dollars in thousands)

2023

2023

Beginning balance

$

574

$

Assets acquired

183

792

Amortization

(31)

(66)

Ending Balance

$

726

$

726

Retained Earnings Revisions

During the second quarter of 2023, the Company discovered an employee loan fraud with total exposure of approximately $2.5 million. The fraud dated back to the origination of several loans to a customer in 2010. Management believes, on the advice of its counsel, its insurance broker and a third party forensic auditor, that the losses are recoverable under the Company’s insurance policies and is working through the claims process. The Company has evaluated the effect of the error, both qualitatively and quantitatively, and believes the impact to prior years is immaterial to each respective period assessed. However, the Company’s quantitative and qualitative assessments of the fraud losses on its projected 2023 annual earnings was expected to be material at the time the evaluation was performed as of June 30, 2023. Accordingly, the Company made the decision to report the losses in the respective periods in which they were incurred in its future Form 10-Q and Form 10-K filings by revising impacted periods beginning with the Quarterly Report on Form 10-Q as of June 30, 2023. For all of its filings on and after June 30, 2023, the Company will revise opening retained earnings of the earliest period presented for losses incurred in earlier periods and revise all prior periods presented in the filing for losses incurred related to the period. Accordingly, the Company has revised prior periods presented in this Form 10-Q to reflect the fraud losses in the respective period incurred, with any losses incurred prior to January 1, 2022 adjusted in the January 1, 2022 opening retained earnings balance. The revisions resulted in retained earnings as of January 1, 2022 being $2.0 million lower than previously reported in prior periods. Additionally, the revisions resulted in a decrease in loans held for investment of $2.0 million and a decrease in net income for the three and nine months ended September 30, 2022, of $29 thousand and $147 thousand, respectively.

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The table below discloses the net change (increase or (decrease)) included in all the consolidated statements of net income (loss) line items in this Form 10-Q, as a result of the revisions discussed above.

For the Three Months Ended September 30, 

For the Nine Months Ended September 30, 

(dollars in thousands)

2022

2022

Income Statement:

Effect to interest income

$

(35)

$

(89)

Effect to noninterest expenses

92

Effect on income tax expense (benefit)

(6)

(34)

Net effect to net income (loss)

$

(29)

$

(147)

Recent Accounting Pronouncements

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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.

In March 2022, FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method, to expand the current single-layer method of electing hedge accounting to allow multiple hedged layers of a single closed portfolio under the method. To reflect that expansion, the last-of-layer method was renamed the portfolio layer method. The amendments in this update were effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company adopted the update in the second quarter of 2023. The adoption of this standard did not have a material impact on the consolidated financial statements or 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

September 30, 2023

Residential government-sponsored mortgage-backed securities

$

113,087

$

$

(19,222)

$

93,865

Obligations of states and political subdivisions

 

33,876

 

 

(5,564)

 

28,312

Corporate securities

 

16,000

 

 

(2,686)

 

13,314

Collateralized loan obligations

 

5,019

 

 

(64)

 

4,955

Residential government-sponsored collateralized mortgage obligations

 

32,324

 

 

(2,579)

 

29,745

Government-sponsored agency securities

 

16,255

 

 

(3,287)

 

12,968

Agency commercial mortgage-backed securities

 

34,391

(5,111)

 

29,280

SBA pool securities

 

4,494

 

8

 

(66)

 

4,436

Total

$

255,446

$

8

$

(38,579)

$

216,875

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

September 30, 2023

Residential government-sponsored mortgage-backed securities

$

9,357

$

$

(1,219)

$

$

8,138

Obligations of states and political subdivisions

 

2,390

 

 

(153)

 

 

2,237

Residential government-sponsored collateralized mortgage obligations

 

228

 

 

(21)

 

 

207

Total

$

11,975

$

$

(1,393)

$

$

10,582

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

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Available-for-sale investment securities of $5.5 million and $10.5 million, respectively, were purchased during the three and nine months ended September 30, 2023. During the three and nine months ended September 30, 2022, $4.9 million and $32.5 million, respectively, of available-for-sale investment securities were purchased. No held-to-maturity investments were purchased during the three and nine months ended September 30, 2023 and 2022. No investment securities were sold during the three and nine months ended September 30, 2023 and 2022.

The amortized cost and fair value of available-for-sale and held-to-maturity investment securities as of September 30, 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

$

$

$

871

$

861

Due in one to five years

10,027

9,076

580

557

Due in five to ten years

 

34,242

 

28,494

 

939

 

819

Due after ten years

 

26,881

 

21,979

 

 

Residential government-sponsored mortgage-backed securities

 

113,087

 

93,865

 

9,357

 

8,138

Residential government-sponsored collateralized mortgage obligations

 

32,324

 

29,745

 

228

 

207

Agency commercial mortgage-backed securities

 

34,391

 

29,280

 

 

SBA pool securities

 

4,494

 

4,436

 

 

Total

$

255,446

$

216,875

$

11,975

$

10,582

Investment securities with a carrying amount of approximately $183.2 million and $99.4 million at September 30, 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 September 30, 2023, Primis did not have a material allowance for credit losses on held-to-maturity securities.

The unrealized losses related to investment securities available-for-sale as of September 30, 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 as of September 30, 2023

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and 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 September 30, 2023 and December 31, 2022 by duration of time in a loss position (in thousands):

Less than 12 months

12 Months or More

Total

September 30, 2023

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

Available-for-Sale

value

Losses

value

Losses

value

Losses

Residential government-sponsored mortgage-backed securities

$

2,643

$

(81)

$

91,222

$

(19,141)

$

93,865

$

(19,222)

Obligations of states and political subdivisions

5,915

(198)

21,397

(5,366)

27,312

(5,564)

Corporate securities

895

(104)

12,418

(2,582)

13,313

(2,686)

Collateralized loan obligations

4,955

(64)

4,955

(64)

Residential government-sponsored collateralized mortgage obligations

12,186

(281)

17,554

(2,298)

29,740

(2,579)

Government-sponsored agency securities

 

 

 

12,968

 

(3,287)

 

12,968

 

(3,287)

Agency commercial mortgage-backed securities

 

 

 

29,280

 

(5,111)

 

29,280

 

(5,111)

SBA pool securities

 

356

 

 

2,776

 

(66)

 

3,132

 

(66)

Total

$

21,995

$

(664)

$

192,570

$

(37,915)

$

214,565

$

(38,579)

Less than 12 months

12 Months or More

Total

September 30, 2023

    

Fair

    

Unrecognized

    

Fair

    

Unrecognized

    

Fair

    

Unrecognized

Held-to-Maturity

value

Losses

value

Losses

value

Losses

Residential government-sponsored mortgage-backed securities

$

$

$

8,138

$

(1,219)

$

8,138

$

(1,219)

Obligations of states and political subdivisions

 

1,870

 

(86)

 

367

 

(67)

 

2,237

 

(153)

Residential government-sponsored collateralized mortgage obligations

 

 

 

207

 

(21)

 

207

 

(21)

Total

$

1,870

$

(86)

$

8,712

$

(1,307)

$

10,582

$

(1,393)

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)

3.     LOANS AND ALLOWANCE FOR CREDIT LOSSES

The following table summarizes the composition of our loan portfolio as of September 30, 2023 and December 31, 2022 (in thousands):

    

September 30, 2023

    

December 31, 2022

Loans held for sale, at fair value

$

57,511

$

27,626

Loans held for sale, at lower of cost or market

8,755

Total loans held for sale

$

66,266

$

27,626

Loans held for investment

Loans secured by real estate:

 

Commercial real estate - owner occupied

$

431,840

$

459,866

Commercial real estate - non-owner occupied

 

576,881

 

579,733

Secured by farmland

 

5,082

 

5,970

Construction and land development

 

172,005

 

148,690

Residential 1-4 family

 

600,389

 

609,694

Multi-family residential

 

129,586

 

140,321

Home equity lines of credit

 

59,996

 

65,152

Total real estate loans

 

1,975,779

 

2,009,426

Commercial loans

 

592,528

 

520,741

Paycheck Protection Program loans

2,105

4,564

Consumer loans

 

569,463

 

405,278

Total Non-PCD loans

 

3,139,875

 

2,940,009

PCD loans

5,992

6,628

Total loans held for investment

$

3,145,867

$

2,946,637

Accrued Interest Receivable

Accrued interest receivable on loans totaled $24.1 million and $13.7 million at September 30, 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

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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 nine months) of repayment performance by the borrower.

The following tables present the aging of the recorded investment in past due loans by class of loans held for investment as of September 30, 2023 and December 31, 2022 (in thousands):

    

30 - 59

    

60 - 89

    

90 

    

    

    

Days

Days

Days 

Total

Loans Not

Total

September 30, 2023

Past Due

Past Due

or More

Past Due

Past Due

Loans

Commercial real estate - owner occupied

$

801

$

53

$

$

854

$

430,986

$

431,840

Commercial real estate - non-owner occupied

 

225

 

13,066

 

13,291

 

563,590

 

576,881

Secured by farmland

479

479

4,603

5,082

Construction and land development

 

997

682

1,679

170,326

 

172,005

Residential 1-4 family

 

2,152

408

1,178

3,738

596,651

 

600,389

Multi- family residential

129,586

129,586

Home equity lines of credit

 

551

141

 

234

926

59,070

 

59,996

Commercial loans

1,012

1,366

2,378

590,150

592,528

Paycheck Protection Program loans

3

1,771

1,774

331

2,105

Consumer loans

 

3,069

2,308

186

 

5,563

 

563,900

 

569,463

Total Non-PCD loans

8,810

3,592

18,280

30,682

3,109,193

3,139,875

PCD loans

1,201

1,241

2,442

3,550

5,992

Total

$

10,011

$

3,592

$

19,521

$

33,124

$

3,112,743

$

3,145,867

    

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

5,970

5,970

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

517,746

520,741

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

2,906,052

2,940,009

PCD loans

1,328

1,328

5,300

6,628

Total

$

5,136

$

2,111

$

28,038

$

35,285

$

2,911,352

$

2,946,637

16

Table of Contents

The amortized cost, by class, of loans and leases on nonaccrual status at September 30, 2023 and December 31, 2022, were as follows (in thousands):

    

90 

    

Less Than

    

Total

    

Nonaccrual With

Days 

90 Days

Nonaccrual

No Credit

September 30, 2023

or More

Past Due

Loans

Loss Allowance

Commercial real estate - owner occupied

$

$

427

$

427

$

427

Commercial real estate - non-owner occupied

 

13,066

 

 

13,066

 

Secured by farmland

479

479

479

Construction and land development

 

 

24

 

24

 

24

Residential 1-4 family

 

1,178

 

841

 

2,019

 

2,019

Home equity lines of credit

234

483

717

717

Commercial loans

 

1,366

 

47

 

1,413

 

45

Paycheck Protection Program loans

57

57

57

Consumer loans

 

186

 

542

 

728

 

728

Total Non-PCD loans

16,566

2,364

18,930

4,496

PCD loans

1,241

1,241

1,241

Total

$

17,807

$

2,364

$

20,171

$

5,737

    

90 

    

Less Than

    

Total

    

Nonaccrual With

Days 

90 Days

Nonaccrual

No Credit

December 31, 2022

or More

Past Due

Loans

Loss Allowance

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

There were $1.7 million and $3.4 million of Paycheck Protection Program (“PPP”) loans greater than 90 days past due and still accruing as of September 30, 2023 and December 31, 2022, respectively.

17

Table of Contents

The following table presents nonaccrual loans as of September 30, 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

$

$

$

$

$

$

427

$

$

$

427

Commercial real estate - non-owner occupied

 

 

 

 

 

 

13,066

 

 

 

13,066

Secured by farmland

479

479

Construction and land development

 

 

 

 

 

 

24

 

 

 

24

Residential 1-4 family

 

589

44

162

991

233

2,019

Home equity lines of credit

54

646

17

717

Commercial loans

 

 

 

 

2

 

 

1,411

 

 

 

1,413

Paycheck Protection Program loans

 

 

 

 

57

 

 

 

 

 

57

Consumer loans

 

379

345

4

728

Total non-PCD nonaccruals

968

345

107

162

16,452

646

250

18,930

PCD loans

1,241

1,241

Total nonaccrual loans

$

$

968

$

345

$

107

$

162

$

17,693

$

646

$

250

$

20,171

Interest received on nonaccrual loans was zero and $0.6 million for the three months ended September 30, 2023 and 2022, respectively and $0.01 million and $0.9 million for the nine months ended September 30, 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 reductions 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 September 30, 2023, on an amortized cost basis, three other consumer loans totaling $0.3 million were modified to borrowers experiencing financial difficulty. This represents 0.10% of the other consumer loan portfolio.

18

Table of Contents

Two of the other consumer loans, totaling $0.2 million in amortized cost, were to one borrower and received payment deferrals for three months, with principal and interest payments resuming in August 2023. Total contractual payments for these loans for the quarter, prior to modification, would have been approximately $11 thousand. Both loans are current on principal and interest following the deferral period.

The third other consumer loan modified to a borrower experiencing financial difficulty had an amortized cost of $0.1 million and the Company reduced monthly payments on the loan for the remaining 84-month term with no change to the original rate or maturity. The contractual payments for the quarter would have totaled approximately $9 thousand if the modification had not been provided.  The loan is paying as agreed following the modification.

An existing modification of a 1-4 family residential loan in the first quarter of 2023, with an amortized cost of $0.9 million, resumed contractual payments in August following its payment deferral period and has experienced no payment delinquencies since the deferral period ended. This modification is 0.14% of the 1-4 family residential loan portfolio.

Two loans modified in the second quarter of 2023 from our owner occupied commercial real estate portfolio with an amortized cost balance of $0.4 million are paying as agreed following the modifications. These loans represent 0.10% of the owner occupied commercial real estate portfolio.

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 or improbable. Primis had no loans classified as Doubtful as of September 30, 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.

19

Table of Contents

The following table presents weighted-average risk grades for all loans, by class and year of origination/renewal as of September 30, 2023 (in thousands):

Revolving

Loans

Revolving

Converted

2023

2022

2021

2020

 

2019

Prior

Loans

To Term

 

Total

Commercial real estate - owner occupied

Pass

$

22,331

$

89,372

$

61,246

$

18,243

$

21,367

$

199,826

$

2,256

$

6,770

$

421,411

Special Mention

219

5,073

5,292

Substandard

96

5,041

5,137

Doubtful

$

22,331

$

89,372

$

61,465

$

18,243

$

21,463

$

209,940

$

2,256

$

6,770

$

431,840

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

3.45

3.31

3.44

3.39

3.28

3.54

3.83

3.97

3.46

Commercial real estate - nonowner occupied

 

Pass

$

1,581

$

56,242

$

120,282

$

43,124

$

40,817

$

272,053

$

2,421

$

5,067

$

541,587

Special Mention

1,539

20,126

601

22,266

Substandard

13,028

13,028

Doubtful

$

1,581

$

56,242

$

120,282

$

44,663

$

40,817

$

305,207

$

2,421

$

5,668

$

576,881

Current period gross charge offs

$

$

$

$

$

$

183

$

$

$

183

Weighted average risk grade

31.21

3.70

3.08

3.83

3.95

3.80

2.91

3.21

3.72

Secured by farmland

 

Pass

$

512

$

$

11

$

108

$

$

3,535

$

271

$

166

$

4,603

Special Mention

Substandard

479

479

Doubtful

$

512

$

$

11

$

108

$

$

4,014

$

271

$

166

$

5,082

Current period gross charge offs

$

$

$

$

$

$

3

$

$

$

3

Weighted average risk grade

3.86

N/A

4.00

4.00

N/A

4.01

3.99

3.12

3.96

Construction and land development

 

Pass

$

20,833

$

51,205

$

74,119

$

521

$

2,505

$

21,075

$

763

$

5

$

171,026

Special Mention

955

955

Substandard

24

24

Doubtful

$

20,833

$

51,205

$

74,119

$

521

$

2,505

$

22,054

$

763

$

5

$

172,005

Current period gross charge offs

$

$

$

$

$

$

2

$

$

$

2

Weighted average risk grade

3.45

3.27

3.38

3.37

3.29

3.58

3.39

4.00

3.38

Residential 1-4 family

 

Pass

$

23,985

$

160,057

$

152,131

$

41,421

$

56,527

$

155,694

$

2,654

$

2,559

$

595,028

Special Mention

1,036

514

1,550

Substandard

589

44

162

2,510

506

3,811

Doubtful

$

23,985

$

161,682

$

152,131

$

41,465

$

56,689

$

158,718

$

2,654

$

3,065

$

600,389

Current period gross charge offs

$

$

$

$

$

755

$

$

$

$

755

Weighted average risk grade

3.14

3.10

3.04

3.07

3.08

3.23

3.72

3.50

3.12

Multi- family residential

 

Pass

$

$

8,132

$

21,545

$

17,893

$

6,965

$

68,951

$

4,520

$

638

$

128,644

Special Mention

Substandard

653

289

942

Doubtful

$

$

8,132

$

21,545

$

17,893

$

6,965

$

69,604

$

4,520

$

927

$

129,586

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

N/A

3.70

3.00

3.90

3.00

3.35

4.00

4.62

3.41

Home equity lines of credit

 

Pass

$

317

$

486

$

421

$

49

$

50

$

3,087

$

53,795

$

865

$

59,070

Special Mention

113

113

Substandard

54

742

17

813

Doubtful

$

317

$

486

$

421

$

49

$

50

$

3,141

$

54,650

$

882

$

59,996

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

3.03

3.00

3.00

3.00

3.00

3.92

3.07

3.93

3.13

Commercial loans

 

 

 

 

 

 

 

 

 

Pass

$

139,527

$

275,889

$

53,161

$

6,029

$

2,623

$

27,253

$

78,140

$

6,641

$

589,263

Special Mention

11

130

967

347

1,455

Substandard

218

60

1,532

1,810

Doubtful

$

139,527

$

275,889

$

53,161

$

6,258

$

2,813

$

28,785

$

79,107

$

6,988

$

592,528

Current period gross charge offs

$

$

$

$

$

$

1,776

$

$

$

1,776

Weighted average risk grade

2.76

3.10

3.36

3.41

4.01

3.46

3.22

3.81

3.09

20

Table of Contents

Revolving

Loans

Revolving

Converted

2023

2022

2021

2020

 

2019

Prior

Loans

To Term

 

Total

Paycheck Protection Program loans

Pass

$

$

$

1,100

$

948

$

$

$

$

$

2,048

Special Mention

57

57

Substandard

Doubtful

$

$

$

1,100

$

1,005

$

$

$

$

$

2,105

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

N/A

N/A

2.00

2.23

N/A

N/A

N/A

N/A

2.11

Consumer loans

 

Pass

$

272,384

$

257,348

$

26,590

$

1,032

$

127

$

3,904

$

6,444

$

372

$

568,201

Special Mention

67

67

Substandard

75

768

349

3

1,195

Doubtful

$

272,459

$

258,116

$

26,939

$

1,035

$

127

$

3,971

$

6,444

$

372

$

569,463

Current period gross charge offs

$

495

$

6,305

$

1,076

$

$

$

$

$

80

$

7,956

Weighted average risk grade

3.48

2.66

3.60

4.01

3.96

5.79

2.84

4.00

3.12

PCD

 

 

 

Pass

$

$

$

$

$

$

2,875

$

$

$

2,875

Special Mention

1,601

1,601

Substandard

1,516

1,516

Doubtful

$

$

$

$

$

$

5,992

$

$

$

5,992

Current period gross charge offs

$

$

$

$

$

$

$

$

$

Weighted average risk grade

N/A

N/A

N/A

N/A

N/A

4.68

N/A

N/A

4.68

Total

$

481,545

$

901,124

$

511,174

$

131,240

$

131,429

$

811,426

$

153,086

$

24,843

$

3,145,867

Current period gross charge offs

$

495

$

6,305

$

1,076

$

$

755

$

1,964

$

$

80

$

10,675

Weighted average risk grade

3.34

3.05

3.21

3.50

3.40

3.58

3.19

3.71

3.30

21

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

$

$

$

2,279

$

1,697

$

85

$

4,328

Special Mention

649

112

761

Substandard

6

875

881

Doubtful

$

141

$

16

$

110

$

6

$

$

3,803

$

1,697

$

197

$

5,970

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

$

19,830

$

100,407

$

17,381

$

515,937

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

$

21,508

$

102,516

$

17,769

$

520,741

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

22

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

$

742,564

$

180,332

$

34,491

$

2,946,637

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 September 30, 2023

For the nine months ended September 30, 2023

Commercial real estate - owner occupied

$

$

213

Commercial real estate - non-owner occupied

2,057

Residential 1-4 family

124

Commercial loans

 

 

179

Consumer loans

 

187

 

371

Total loans

$

187

$

2,944

The recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure was $0.3 million and $0.1 million as of September 30, 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) Virginia Gross Domestic Product, (ii) Virginia House Price Index, and (iii) Virginia unemployment rates.

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.

23

Table of Contents

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 September 30, 2023 and December 31, 2022, calculated in accordance with ASC 326 (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

 

September 30, 2023

Occupied

Occupied

Farmland

Development

Residential 

Residential 

Credit

Loans

Loans

Loans

Total

Modeled expected credit losses

$

4,394

$

5,686

$

3

$

852

$

4,797

$

1,321

$

354

$

4,424

$

6,652

$

$

28,483

Q-factor and other qualitative adjustments

267

797

28

322

420

442

23

584

2,883

Specific allocations

 

960

1,149

377

1,915

 

4,401

Total

$

4,661

$

7,443

$

31

$

1,174

$

5,217

$

1,763

$

377

$

6,157

$

7,029

$

1,915

$

35,767

    

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.

Activity in the allowance for credit losses by class of loan for the three months ended September 30, 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 September 30, 2023

Occupied

Occupied 

Farmland

Development

Residential

Residential 

Credit

Loans

Loans

Loans

Total

Allowance for credit losses:

  

  

  

  

  

  

  

  

  

  

  

Beginning balance

$

5,015

$

9,439

$

32

$

1,286

$

4,452

$

1,993

$

326

$

6,923

$

7,016

$

1,932

$

38,414

Provision (recovery)

(354)

 

(1,923)

 

2

 

(110)

 

1,250

 

(230)

 

44

 

(766)

 

3,752

 

(17)

1,648

Charge offs

 

 

(183)

 

(3)

 

(2)

 

(486)

 

 

7

 

 

(3,844)

 

 

(4,511)

Recoveries

 

 

110

 

 

 

1

 

 

 

 

105

 

 

216

Ending balance

$

4,661

$

7,443

$

31

$

1,174

$

5,217

$

1,763

$

377

$

6,157

$

7,029

$

1,915

$

35,767

Three Months Ended September 30, 2022

Allowance for credit losses:

Beginning balance

$

4,301

$

7,917

$

49

$

1,024

$

4,272

$

2,160

$

363

$

6,428

$

1,569

$

2,126

$

30,209

Provision (recovery)

532

 

(1,287)

 

(23)

 

116

 

(273)

 

(219)

 

(59)

 

2,256

 

1,884

 

(37)

2,890

Charge offs

 

 

 

 

 

 

 

 

(1,007)

 

(146)

 

 

(1,153)

Recoveries

 

 

 

 

 

1

 

 

1

 

 

8

 

 

10

Ending balance

$

4,833

$

6,630

$

26

$

1,140

$

4,000

$

1,941

$

305

$

7,677

$

3,315

$

2,089

$

31,956

24

Table of Contents

Activity in the allowance for credit losses by class of loan for the nine months ended September 30, 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

Nine Months Ended September 30, 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)

(897)

369

9

(309)

1,719

(438)

46

79

10,715

(157)

11,136

Charge offs

 

 

(183)

 

(3)

 

(2)

 

(755)

 

 

 

(1,776)

 

(7,956)

 

 

(10,675)

Recoveries

 

 

110

 

 

112

 

162

 

 

2

 

1

 

375

 

762

Ending balance

$

4,661

$

7,443

$

31

$

1,174

$

5,217

$

1,763

$

377

$

6,157

$

7,029

$

1,915

$

35,767

Nine Months Ended September 30, 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)

285

(2,900)

(30)

142

354

(1,339)

(120)

4,426

2,785

(192)

3,411

Charge offs

 

(14)

 

 

 

 

 

 

(14)

 

(1,007)

 

(277)

 

 

(1,312)

Recoveries

 

 

502

 

 

 

58

 

 

2

 

170

 

20

 

 

752

Ending balance

$

4,833

$

6,630

$

26

$

1,140

$

4,000

$

1,941

$

305

$

7,677

$

3,315

$

2,089

$

31,956

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 September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023

    

December 31, 2022

Loan

Specific

Loan

Specific

Balance

Allocations

Balance

Allocations

Commercial real estate - owner occupied

$

5,041

$

$

2,795

$

Commercial real estate - non-owner occupied

 

13,066

 

960

 

19,641

 

Secured by farmland

479

525

Residential 1-4 family

2,234

9,636

Multi- family residential

942

996

Home equity lines of credit

21

Commercial loans

 

1,369

 

1,149

 

2,979

 

2,193

Consumer loans

367

377

259

42

Total non-PCD loans

23,498

2,486

36,852

2,235

PCD loans

5,992

1,915

6,628

2,072

Total loans

$

29,490

$

4,401

$

43,480

$

4,307

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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)

    

September 30, 2023

    

(Level 1)

    

(Level 2)

    

(Level 3)

Assets:

Available-for-sale securities

Residential government-sponsored mortgage-backed securities

$

93,865

$

$

93,865

$

Obligations of states and political subdivisions

 

28,312

 

 

28,312

 

Corporate securities

 

13,314

 

 

13,314

 

Collateralized loan obligations

 

4,955

 

 

4,955

 

Residential government-sponsored collateralized mortgage obligations

 

29,745

 

 

29,745

 

Government-sponsored agency securities

 

12,968

 

 

12,968

 

Agency commercial mortgage-backed securities

 

29,280

 

 

29,280

 

SBA pool securities

 

4,436

 

 

4,436

 

 

216,875

 

 

216,875

 

Loans held for investment

244,646

244,646

Loans held for sale

57,511

 

 

57,511

 

Mortgage banking financial assets

244

 

 

 

244

Mortgage banking derivative assets

1,937

 

 

1,937

 

Interest rate swaps

5,307

5,307

Total assets

$

526,520

$

$

281,630

$

244,890

Liabilities:

Mortgage banking derivative liabilities

$

463

$

$

463

$

Total liabilities

$

463

$

$

463

$

26

Table of Contents

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

Mortgage banking derivative assets

1,410

 

 

1,386

 

24

Total assets

$

265,372

$

$

265,327

$

45

Liabilities:

Mortgage banking financial liabilities

$

4

$

$

$

4

Mortgage banking 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)

    

September 30, 2023

    

(Level 1)

    

(Level 2)

    

(Level 3)

Collateral dependent loans

$

28,778

$

$

 

$

28,778

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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Table of Contents

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:

September 30, 2023

December 31, 2022

    

Fair Value

    

Carrying

    

Fair 

    

Carrying

    

Fair 

Hierarchy Level

Amount

Value

Amount

Value

Financial assets:

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

 

Level 1

$

93,865

$

93,865

$

77,859

$

77,859

Securities available-for-sale

 

Level 2

 

216,875

 

216,875

 

236,315

 

236,315

Securities held-to-maturity

 

Level 2

 

11,975

 

10,582

 

13,520

 

12,449

Stock in Federal Reserve Bank and Federal Home Loan Bank

 

Level 2

 

12,796

 

12,796

 

25,815

 

25,815

Preferred investment in mortgage company

 

Level 2

 

3,005

3,005

 

3,005

3,005

Net loans

 

Level 3

 

3,110,100

 

3,000,499

 

2,912,093

 

2,809,163

Loans held for sale

 

Level 2

 

57,511

57,511

 

27,626

27,626

Accrued interest receivable

 

Level 2

 

25,585

 

25,585

 

14,938

 

14,938

Mortgage banking financial assets

Level 3

244

244

21

21

Mortgage banking derivative assets

 

Level 2 and 3

 

1,937

 

1,937

 

1,410

 

1,410

Interest rate swaps

Level 2

5,307

5,307

Credit enhancement

Level 2

5,643

5,643

1,504

1,504

Financial liabilities:

 

  

 

 

 

 

Demand deposits and NOW accounts

 

Level 2

$

1,293,995

$

1,293,995

$

1,200,243

$

1,200,243

Money market and savings accounts

 

Level 2

 

1,547,559

 

1,547,559

 

1,057,078

 

1,057,078

Time deposits

 

Level 3

 

451,850

 

449,733

 

465,057

 

462,376

Securities sold under agreements to repurchase

 

Level 1

 

3,838

 

3,838

 

6,445

 

6,445

FHLB advances

 

Level 1

 

 

 

325,000

 

325,000

Junior subordinated debt

 

Level 2

 

9,818

 

9,070

 

9,781

 

9,181

Senior subordinated notes

 

Level 2

 

85,706

 

83,380

 

85,531

 

84,347

Accrued interest payable

 

Level 2

 

6,464

 

6,464

 

3,261

 

3,261

Mortgage banking financial liabilities

Level 3

4

4

Mortgage banking derivative liabilities

 

Level 2 and 3

 

463

 

463

 

122

 

122

Carrying amount is the estimated fair value for cash and cash equivalents, loans held for sale, accrued interest receivable and payable, mortgage banking financial assets and liabilities, derivative assets and liabilities, interest rate swaps, 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.

28

Table of Contents

5.      LEASES

The Company leases certain premises 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 September 30, 2023 and December 31, 2022, the Company had operating lease liabilities totaling $12.3 million and $5.8 million, respectively, and right-of-use assets totaling $11.4 million and $5.3 million, respectively, reflected in other liabilities and other assets, respectively, in our consolidated balance sheets related to these leases. We do not currently have any financing leases. For the three months ended September 30, 2023 and 2022, our net operating lease costs were $0.7 million and $0.6 million, respectively, and for the nine months ended September 30, 2023 and 2022, our net operating lease costs were $1.9 million and $1.8 million, respectively. These net operating lease costs are reflected in occupancy expenses on our condensed consolidated statements of income and comprehensive income (loss).

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

For the Nine Months Ended

September 30, 2023

September 30, 2022

Other information:

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

7.2

4.5

Weighted-average discount rate - operating leases

 

3.9

%

 

2.8

%

The following table summarizes the maturity of remaining lease liabilities:

As of

(dollars in thousands)

September 30, 2023

Lease payments due:

2023

$

551

2024

2,123

2025

1,972

2026

1,925

2027

1,911

Thereafter

 

5,893

Total lease payments

14,375

Less: imputed interest

(2,028)

Lease liabilities

$

12,347

     As of September 30, 2023, the Company did not have any 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, Federal Reserve Board Discount Window and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions with customers. The balance in repo accounts as of September 30, 2023 and December 31, 2022 was $3.8 million and $6.5 million, respectively.

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As of September 30, 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 $6.3 million and $14.2 million, respectively, to customers who require collateral for overnight repurchase agreements and deposits.

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. As of September 30, 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 $558.9 million from the FHLB.

In June 2023, the Bank began participating in the Federal Reserve discount window borrowing program. As of September 30, 2023, the Bank had borrowing capacity of $548.9 million within the program.

In March 2023, the Federal Reserve established the Bank Term Funding Program (“BTFP”) in response to 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. As of September 30, 2023, we had securities available of $133.8 million for utilization with the BTFP, with no borrowings outstanding under the program as of September 30, 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 September 30, 2023 and December 31, 2022, there was $10.3 million outstanding, net of approximately $0.5 million of debt issuance costs. As of September 30, 2023 and December 31, 2022, the interest rate payable on the trust preferred securities was 8.62% and 7.69%, respectively. As of September 30, 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 CME Term SOFR plus a tenor spread adjustment of 0.26% until maturity or early redemption. As of September 30, 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. As of September 30, 2023, all of these notes qualified as Tier 2 capital.

As of September 30, 2023 and December 31, 2022, the remaining unamortized debt issuance costs related to the senior Subordinated Notes totaled $1.3 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.

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A summary of stock option activity for the nine months ended September 30, 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

Forfeited

 

(4,000)

 

  

 

  

Expired

(121,000)

Exercised

 

(8,000)

Options outstanding, end of period

 

70,300

$

11.48

1.7

Exercisable at end of period

 

70,300

$

11.48

1.7

$

There was no stock-based compensation expense associated with stock options for the three and nine months ended September 30, 2023 and 2022. As of September 30, 2023, we do not have any unrecognized compensation expense associated with the stock options.

A summary of time vested restricted stock awards for the nine months ended September 30, 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

 

Granted

 

5,000

7.58

 

  

 

Vested

 

(24,050)

14.36

 

  

 

Forfeited

 

(5,300)

15.31

 

 

Unvested restricted stock outstanding, end of period

 

44,350

$

13.30

2.2

Stock-based compensation expense for time vested restricted stock awards totaled $0.1 million for the three months ended both September 30, 2023 and 2022, and $0.2 million and $1.0 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, unrecognized compensation expense associated with restricted stock awards was $0.4 million, which is expected to be recognized over a weighted average period of 2.2 years.

A summary of performance-based restricted stock units (the “Units”) for the nine months ended September 30, 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

Forfeited

 

(9,000)

12.89

 

Unvested Units outstanding, end of period

 

144,960

13.03

2.4

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

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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 and nine months ended September 30, 2023 and 2022 because it is not probable that these Units will vest. The potential unrecognized compensation expense associated with these Units was $2.9 million and $1.3 million at September 30, 2023 and 2022, respectively.

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 $10.6 million and $10.7 million as of September 30, 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 (recovery)

 

(392)

 

92

Balance as of June 30,

$

1,024

$

1,069

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

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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 $84.5 million of Primis mortgage loan commitments outstanding as of September 30, 2023, all of which contractually expire within thirty years.

At September 30, 2023 and December 31, 2022, we had unfunded lines of credit and undisbursed construction loan funds totaling $467.3 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 accounts maturing in less than one year was $394.7 million as of September 30, 2023, including $75.0 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 $1.9 million and $3.2 million at September 30, 2023 and December 31, 2022, respectively.

9.      EARNINGS PER SHARE

The following is a reconciliation of the denominators of the basic and diluted (loss) 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 September 30, 2023

Basic EPS

$

(3,567)

 

24,642

$

(0.14)

Effect of dilutive stock options and unvested restricted stock

 

 

 

Diluted EPS

$

(3,567)

 

24,642

$

(0.14)

For the three months ended September 30, 2022

Basic EPS

$

5,025

 

24,577

$

0.21

Effect of dilutive stock options and unvested restricted stock

 

 

111

 

(0.01)

Diluted EPS

$

5,025

 

24,688

$

0.20

For the nine months ended September 30, 2023

 

  

 

  

 

  

Basic EPS

$

2,198

 

24,636

$

0.09

Effect of dilutive stock options and unvested restricted stock

 

 

 

Diluted EPS

$

2,198

 

24,636

$

0.09

For the nine months ended September 30, 2022

 

  

 

  

 

  

Basic EPS

$

14,509

 

24,548

$

0.60

Effect of dilutive stock options and unvested restricted stock

 

 

126

 

(0.01)

Diluted EPS

$

14,509

 

24,674

$

0.59

The Company had 114,650 anti-dilutive options as of September 30, 2023 and did not have any anti-dilutive options as of September 30, 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.

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 three months ended September 30, 2023

As of and for the nine months ended September 30, 2023

    

Primis Mortgage

    

Primis Bank

    

Consolidated

    

Primis Mortgage

    

Primis Bank

    

Consolidated

Interest income

$

873

$

49,613

$

50,486

$

1,971

$

148,308

$

150,279

Interest expense

 

 

23,361

 

23,361

 

 

68,632

 

68,632

Net interest income

 

873

 

26,252

 

27,125

 

1,971

 

79,676

 

81,647

Provision for credit losses

 

1,648

1,648

 

11,136

11,136

Noninterest income

 

4,932

5,010

9,942

 

14,463

15,497

29,960

Noninterest expense

 

5,108

31,966

37,074

 

15,366

79,664

95,030

Income (loss) before income taxes

 

697

 

(2,352)

 

(1,655)

 

1,068

 

4,373

 

5,441

Income tax expense

 

174

1,738

1,912

 

270

2,973

3,243

Net income (loss)

$

523

$

(4,090)

$

(3,567)

$

798

$

1,400

$

2,198

Assets

$

66,384

$

3,747,391

$

3,813,775

$

66,384

$

3,747,391

$

3,813,775

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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 condensed 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 and nine months ended September 30, 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 and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022 for the consolidated statements of income (loss) and comprehensive income (loss). For the consolidated balance sheets, the emphasis of this discussion will be the balances as of September 30, 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, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and the other reports we file with the Securities and Exchange Commission, 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 adverse developments in the banking industry during 2023 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;
fraudulent and negligent acts by loan applicants, mortgage brokers and our employees;
our ability to recover certain losses related to fraudulent loans under the Company's insurance policies and to successfully complete the claims process and minimize the financial impact of these loans;
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 as well as our cost saving project to reduce administrative and branch expenses;
adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions;

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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;
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 impairment of goodwill associated with current or future acquisitions and 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;
our ability to identify and address potential cybersecurity risks on our systems and/or third party vendors and service providers on which we rely, heightened by increased use of our virtual private network platform, including data security breaches, credential stuffing, malware, “denial-of-service” attacks, “hacking” and identity theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage to our systems, increased costs, losses, or adverse effects to our reputation;
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 acquisition of additional 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;
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;
failure to maintain effective internal controls and procedures;

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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
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. As of September 30, 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 an administrative office in 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 Mortgage Company, a residential mortgage lender headquartered in Wilmington, North Carolina, is a consolidated subsidiary of Primis Bank.

As part of a cost saving initiative, the Bank consolidated eight branch locations, reducing total branches from thirty-two to twenty-four, in late October 2023.

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

U.S. economic growth accelerated in the third quarter of 2023, with Real Gross Domestic Product growing by an annualized 4.9%. According to the U.S. Bureau of Labor and Statistics, the rate of unemployment was 3.8% in September 2023 and nonfarm payrolls grew at a robust pace. The Federal Reserve (the “Fed”) has raised interest rates 525 bps in total since March of 2022, a pace that has not been experienced in more than 40 years, and sits at a range of 5.25% to 5.50%. Inflation, while beginning to show signs of moderating, remains higher than the Fed’s long term target rate of 2.0% and

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the Fed appears committed to maintaining high rates until inflation is back at their target rate. The Fed has indicated that future rate adjustments will be data-dependent. Continued higher inflation, as well as strong employment numbers, could lead to at least one more rate increase in 2023 or early 2024.

This higher rate environment is continuing to put strong margin pressure on all banks, including Primis, as the cost of deposits has increased alongside the Fed rate increases while many loans in banks’ portfolios are fixed due to borrowers locking in historic low rates in the past few years. However, loan growth in the current environment will benefit from the higher rates and should assist in partially offsetting growth in deposit costs.  

FINANCIAL HIGHLIGHTS

Net loss for the three months ended September 30, 2023 totaled $3.6 million, or $0.14 basic and diluted loss per share, compared to net income of $5.0 million, or $0.21 basic and $0.20 diluted earnings per share for the three months ended September 30, 2022. Net income for the nine months ended September 30, 2023 totaled $2.2 million, or $0.09 basic and diluted earnings per share, compared to $14.5 million, or $0.60 basic and $0.59 per diluted earnings per share for the nine months ended September 30, 2022.
When excluding the non-cash goodwill impairment charge that was incurred in the three and nine months ended September 30, 2023, we had net income of $7.6 million and $13.3 million, respectively.
Basic and diluted earnings per share for the three months ended September 30, 2023 when excluding the $11.2 million impairment and $200 thousand of fraud related expenses due to an employee fraud discovered in the second quarter, was $0.32 which was an increase of $0.11 compared to the same period in 2022.
Basic and diluted earnings per share for the nine months ended September 30, 2023 when excluding the $11.2 million impairment, $200 thousand of fraud related expenses due to an employee fraud discovered in the second quarter, and $1.5 million of branch consolidation costs in the second quarter, was $0.60 which was a small decrease compared to $0.63 and $0.62 basic and diluted, respectively, in the same period in 2022.
Total assets as of September 30, 2023 were $3.81 billion, an increase of 7% compared to December 31, 2022.
Total loans, excluding Paycheck Protection Program (“PPP”) balances as of September 30, 2023, were $3.14 billion, an increase of $201.7 million, or 7%, from December 31, 2022.
Total deposits were $3.29 billion at September 30, 2023, an increase of 21% compared to December 31, 2022.
Non-time deposits increased to $2.84 billion at September 30, 2023, an increase of $584.2 million, or 26%, compared to December 31, 2022.
The ratio of gross loans to deposits declined to 96% at September 30, 2023, from 108% at December 31, 2022.
Net interest margin of 3.02% in the third quarter of 2023 was down from 3.57% in the third quarter of 2022 and up from 2.65% in the second quarter of 2023.
Allowance for credit losses to total loans was 1.14% at September 30, 2023, compared to 1.17% at December 31, 2022.
We continued to execute on our loan sale strategy during the third quarter, as previously announced, and sold $15 million in loans and realized a pre-tax gain of $0.4 million. Additionally, we transferred another $9 million of loans to held for sale pending finalization of diligence efforts by a potential third-party buyer.
We began to realize costs savings from administrative reductions and other cost controls with noninterest expense, excluding the goodwill impairment charge, of $25.9 million in the third quarter of 2023 versus $30.6 million in the second quarter of 2023.
Asset quality improved meaningfully from year end with nonperforming assets as a percent of total assets (excluding SBA guarantees) at 0.51% at September 30, 2023 compared to 0.98% at December 31, 2022.

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RESULTS OF OPERATIONS

Net Income (Loss)

Three-Month Comparison. Net loss for the three months ended September 30, 2023 totaled $3.6 million, or $0.14 basic and diluted loss per share, compared to net income of $5.0 million, or $0.21 basic and $0.20 diluted earnings per share for the three months ended September 30, 2022. The 171% decrease in net income (loss) during the three months ended September 30, 2023 compared to the three months ended September 30, 2022 was driven by an $11.2 million of goodwill impairment charge in the third quarter.

Net income for the three months ended September 30, 2023, excluding the goodwill impairment charge and $200 thousand of fraud related expenses from an employee fraud previously disclosed in the second quarter, was $7.7 million. Earnings per basic and diluted share was $0.32 when excluding these items, which is an increase of $0.11 per share from the same period last year. The increase from prior year in income and earnings per share when excluding these items was driven by higher mortgage banking income, gains associated with the sale of loans and improved core expense levels when adjusting for mortgage related expenses.

Nine-Month Comparison. Net income for the nine months ended September 30, 2023 totaled $2.2 million, or $0.09 basic and diluted earnings per share, compared to $14.5 million, or $0.60 basic and $0.59 diluted earnings per share for the nine months ended September 30, 2022. The 85% decrease in net income during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily related to a $11.2 million of goodwill impairment charge in the third quarter of 2023. The decrease was also driven by higher noninterest expenses from an increase in employee compensation and benefits expense due to the growth of Primis Mortgage, higher data processing expense driven by the increase in customer accounts and related transactions on our digital deposit platform, and an increase in provision for loan losses associated with several specific loan relationships in the current year, partially offset by higher mortgage banking income due to the growth of Primis Mortgage, net interest income as a result of growth in loans and higher interest rates, and gains associated with the sale of loans in 2023.

Net income for the nine months ended September 30, 2023, excluding the goodwill impairment charge, $200 thousand of fraud related expenses from an employee fraud previously disclosed in the second quarter, and $1.5 million of branch consolidation expenses in the second quarter, was $14.7 million. Earnings per basic and diluted share was $0.60 when excluding these items, compared to $0.63 basic and $0.62 diluted earnings per share from the same period last year. The decrease from the prior year in net income and earnings per share when excluding these items was driven by the previously described factors related to the current year net loss and loss per share inclusive of the goodwill impairment.

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 $27.1 million for the three months ended September 30, 2023, compared to $27.4 million for the three months ended September 30, 2022. Primis’ net interest margin for the three months ended September 30, 2023 was 3.02%, compared to 3.57% for the three months ended September 30, 2022. Net interest margin for three months ended September 30, 2023 compared to the same period in 2022 was affected primarily by the interest spread being less, indicative of the cost of interest bearing liabilities increasing more than the yield on interest bearing assets. We also had interest-bearing liabilities grow, on average, quicker than interest-earning assets over the periods. Total income on interest-earning assets was $50.5 million and $32.6 million for the three months ended September 30, 2023 and 2022, respectively, as average interest-earning assets grew approximately $510 million. The yield on average interest-earning assets was 5.63% and 4.24% for the three months ended September 30, 2023 and 2022, respectively. Increase in yield on average interest-earnings assets was driven by higher rates on cash and loans in the three months ended September 30, 2023 compared to the three months ended September 30, 2022. The cost of average interest-bearing deposits increased 239 basis points to 3.03% for the three months ended September 30, 2023, compared to 0.64% for the three months ended September 30, 2022, as average interest-bearing liabilities grew approximately $727 million. The increase

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was driven by higher costs in every interest-bearing category with the largest driver being an increase in average savings deposits of $485 million with an average increase in cost of these deposits of 3.55%. This increase was primarily a result of the use of our digital deposit platform by new and existing customers which generated approximately $1.0 billion in new deposits during the first quarter.

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 Margin

Analysis For the Three Months Ended

September 30, 2023

September 30, 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

$

55,775

$

873

6.21

%  

$

21,199

$

263

4.92

%  

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

3,175,454

46,898

5.86

%  

2,667,406

30,225

4.50

%  

Investment securities

234,601

1,593

2.69

%  

269,780

1,518

2.23

%  

Other earning assets

93,159

1,122

4.78

%  

90,268

555

2.44

%  

Total earning assets

3,558,989

50,486

5.63

%  

3,048,653

32,561

4.24

%  

Allowance for credit losses

(37,135)

(29,830)

Total non-earning assets

305,300

264,472

Total assets

$

3,827,154

$

3,283,295

Liabilities and stockholders' equity

  

  

  

  

Interest-bearing liabilities:

  

  

  

  

NOW and other demand accounts

$

806,339

$

4,460

2.19

%  

$

660,387

$

536

0.32

%  

Money market accounts

850,892

6,555

3.06

%  

803,860

1,667

0.82

%  

Savings accounts

703,809

6,760

3.81

%  

219,167

141

0.26

%  

Time deposits

460,961

3,801

3.27

%  

343,986

943

1.09

%  

Total interest-bearing deposits

2,822,001

21,576

3.03

%  

2,027,400

3,287

0.64

%  

Borrowings

99,104

1,785

7.15

%  

166,621

1,859

4.43

%  

Total interest-bearing liabilities

2,921,105

23,361

3.17

%  

2,194,021

5,146

0.93

%  

Noninterest-bearing liabilities:

  

  

  

  

Demand deposits

472,485

665,020

Other liabilities

37,741

23,832

Total liabilities

3,431,331

2,882,873

Stockholders' equity

395,823

400,422

Total liabilities and stockholders' equity

$

3,827,154

$

3,283,295

Net interest income

$

27,125

$

27,415

Interest rate spread

2.46

%  

3.31

%  

Net interest margin

3.02

%  

3.57

%  

(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.

Nine-Month Comparison. Net interest income was $81.6 million for the nine months ended September 30, 2023, compared to $74.8 million for the nine months ended September 30, 2022. Primis’ net interest margin for the nine months ended September 30, 2023 was 2.93%, compared to 3.28% for the nine months ended September 30, 2022. The combination in the industry of growth in deposit account rates and consumer preferences shifting from non-interest bearing to higher rate products impacted interest expense and net interest income during the period. Net interest margin was further affected by excess cash balances during the first half of the year, that are part of average other earning assets that earned lower rates compared to the rates earned by our loan portfolio and paid on the related deposits that brought the cash onto the balance sheet. Total income on interest-earning assets was $150.3 million and $87.4 million for the nine months ended September 30, 2023 and 2022, respectively, driven by average interest-earning asset growth of $676 million. The yield on

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average interest-earning assets was 5.40% and 3.83% for the nine months ended September 30, 2023 and 2022, respectively. Increase in yield on average interest-earnings assets was driven by higher rates on cash and loans in 2023 compared to 2022. The cost of average interest-bearing deposits increased 233 basis points to 2.84% for the nine months ended September 30, 2023, compared to 0.51% for the nine months ended September 30, 2022 as average interest-bearing liabilities grew approximately $804 million. The increase was driven by higher costs in every interest-bearing category with the largest driver being an increase in average savings deposits of $553 million with an average increase in cost of those deposits of 3.52%. This increase was primarily a result of the aforementioned growth of the digital deposit platform. Average loans during the nine months ended September 30, 2023 were $3.13 billion, compared to $2.52 billion during the nine months ended September 30, 2022.

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 Margin

Analysis For the Nine Months Ended

September 30, 2023

September 30, 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

$

43,384

$

1,964

6.05

%  

$

9,456

$

356

5.03

%  

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

3,089,010

131,083

5.67

%  

2,512,388

81,192

4.32

%  

Investment securities

240,525

4,728

2.63

%  

286,525

4,393

2.05

%  

Other earning assets

348,831

12,504

4.79

%  

237,299

1,409

0.79

%  

Total earning assets

3,721,750

150,279

5.40

%  

3,045,668

87,350

3.83

%  

Allowance for credit losses

(35,654)

(29,640)

Total non-earning assets

296,351

259,826

Total assets

$

3,982,447

$

3,275,854

Liabilities and stockholders' equity

  

  

Interest-bearing liabilities:

  

  

NOW and other demand accounts

$

785,480

$

11,070

1.88

%  

$

723,857

$

1,758

0.32

%  

Money market accounts

844,752

17,587

2.78

%  

808,013

3,464

0.57

%  

Savings accounts

775,024

21,915

3.78

%  

222,032

432

0.26

%  

Time deposits

481,813

10,831

3.01

%  

341,160

2,317

0.91

%  

Total interest-bearing deposits

2,887,069

61,403

2.84

%  

2,095,062

7,971

0.51

%  

Borrowings

160,601

7,229

6.02

%  

148,549

4,558

4.10

%  

Total interest-bearing liabilities

3,047,670

68,632

3.01

%  

2,243,611

12,529

0.75

%  

Noninterest-bearing liabilities:

  

  

Demand deposits

500,456

602,872

Other liabilities

34,589

22,985

Total liabilities

3,582,715

2,869,468

Stockholders' equity

399,732

406,386

Total liabilities and stockholders' equity

$

3,982,447

$

3,275,854

Net interest income

$

81,647

$

74,821

Interest rate spread

2.39

%

3.09

%  

Net interest margin

2.93

%

3.28

%  

(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 for current expected losses in the loan portfolio based on an evaluation of the loan portfolio, current economic conditions,

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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 and nine months ended September 30, 2023 of $1.6 million and $11.1 million, respectively, compared to a provision for credit losses for the three and nine months ended September 30, 2022 of $2.9 million and $3.4 million, respectively. The provision during 2023 included amounts calculated in our normal reserve process for a portfolio of third party-managed loans that includes a credit enhancement from the third-party for losses on the portfolio which totaled $2.0 million and $8.1 million during the three and nine months ended September 30, 2023, respectively. As a result of the credit enhancement, this portion of the provision is fully offset by a gain recorded in noninterest income and has no effect on net income. Excluding the provision amounts related to the third-party managed portfolio, we would have recorded a recovery for credit losses of $0.4 million for the three months ended September 30, 2023 and a provision for credit losses of $3.1 million for the nine months ended September 30, 2023. We had charge-offs totaling $4.5 million and $1.2 million during the three months ended September 30, 2023 and 2022, respectively, and $10.7 million and $1.3 million during nine months ended September 30, 2023 and 2022, respectively. During the three and nine months ended September 30, 2023, the charge-offs were mostly related to the third-party managed loans with a credit enhancement and a majority of the remaining were related to the partial resolution of the assisted living relationship that had been reserved for in prior quarters. There were recoveries totaling $0.2 million and $0.01 million during three months ended September 30, 2023 and 2022, respectively, and $0.8 million during both nine months ended September 30, 2023 and 2022.

The Financial Condition section of this MD&A 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 September 30, 2023 and 2022:

For the Three Months Ended

September 30, 

(dollars in thousands)

    

2023

    

2022

     

Change

Account maintenance and deposit service fees

$

1,503

$

1,525

 

$

(22)

Income from bank-owned life insurance

 

787

 

394

 

393

Mortgage banking income

 

4,922

 

2,197

 

2,725

Gain on sale of loans

451

451

Credit enhancement income

2,047

1,220

827

Other noninterest income

 

232

 

284

 

(52)

Total noninterest income

$

9,942

$

5,620

$

4,322

Noninterest income increased 77% to $9.9 million for the three months ended September 30, 2023, compared to $5.6 million for the three months ended September 30, 2022. The increase in noninterest income was primarily related to $2.7 million of higher mortgage banking income and $0.8 million of increased credit enhancement income. The Company began accounting for certain third party credit enhancements on consumer lending during the third quarter of 2022. During that time, the portfolio of third-party managed loans was materially smaller with a higher percentage of newly originated loans than it was during the third quarter of 2023 with a larger portfolio and more seasoning. We purchased Primis Mortgage on May 31, 2022, which had smaller operations at that time compared to the third quarter of 2023. In the first nine months of 2023, Primis Mortgage grew significantly, resulting in materially more loan origination and sales volume.  During the third quarter of 2023, the Bank also realized $0.4 million of gains associated with the sale of Panacea commercial and consumer loans. Noninterest income also increased during the three months ended September 30, 2023

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compared to September 30, 2022 due to increased BOLI income, partially due to a death benefit recognized during the third quarter.

The following table presents the major categories of noninterest income for the nine months ended September 30, 2023 and 2022:

For the Nine Months Ended

September 30, 

(dollars in thousands)

    

2023

    

2022

    

Change

Account maintenance and deposit service fees

$

4,149

$

4,318

 

$

(169)

Income from bank-owned life insurance

 

1,601

 

1,147

 

454

Mortgage banking income

 

14,435

 

2,790

 

11,645

Gain on sale of loans

1,111

1,111

Credit enhancement income

8,085

1,220

6,865

Other noninterest income

 

579

 

865

 

(286)

Total noninterest income

$

29,960

$

10,340

 

$

19,620

Noninterest income increased 190% to $30.0 million for the nine months ended September 30, 2023, compared to $10.3 million for the nine months ended September 30, 2022. The increase in noninterest income was primarily related to $11.6 million of higher mortgage banking income and $6.9 million of credit enhancement income during the nine months ended September 30, 2023. The increase in the mortgage banking income is related to the purchase of Primis Mortgage in May 2022, resulting in only four months of operations in the results of last year compared to a full nine months in 2023,  coupled with meaningful growth in the business in the year since the purchase. Mortgage banking income includes fair value adjustments, origination income, and gains on sales of mortgage loans held for sale. The increase in the credit enhancement income was due to the significant increase in the consumer loan portfolio that receives the enhancement when comparing 2023 to 2022 and the increase in charge-offs in that portfolio over that time. Increase in noninterest income was also attributable to $1.1 million of gains associated with the sale of loans in 2023, primarily related to Panacea commercial and consumer loans.

Noninterest Expense

The following table presents the major categories of noninterest expense for the three months ended September 30, 2023 and 2022:

For the Three Months Ended

September 30, 

(dollars in thousands)

    

2023

    

2022

    

Change

Salaries and benefits

$

13,809

$

12,594

$

1,215

Occupancy expenses

 

1,633

 

1,402

 

231

Furniture and equipment expenses

 

1,537

 

1,455

 

82

Amortization of core deposit intangible

 

317

 

326

 

(9)

Virginia franchise tax expense

 

849

 

813

 

36

FDIC insurance assessment

820

199

621

Data processing expense

 

2,250

 

1,528

 

722

Marketing expense

377

938

(561)

Telephone and communication expense

 

356

 

342

 

14

Net loss on bank premises and equipment

64

(64)

Professional fees

 

1,118

 

1,261

 

(143)

Credit enhancement costs

337

337

Goodwill impairment

11,150

11,150

Other operating expenses

 

2,521

 

2,839

 

(318)

Total noninterest expenses

$

37,074

$

23,761

$

13,313

Noninterest expenses were $37.1 million during the three months ended September 30, 2023, compared to $23.8 million during the three months ended September 30, 2022. The 56% increase in noninterest expenses was primarily

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related to a $11.2 million of goodwill impairment charge in the third quarter of 2023. Increase in noninterest expense was also driven by a $1.2 million increase in employee compensation in the third quarter of 2023 related to increased head count at the Bank, Primis Mortgage, and Panacea compared to the third quarter of 2022, along with personnel costs incurred related to the cost savings initiative announced at the end of the second quarter of 2023. We also experienced an increase in occupancy expenses of $0.2 million in the third quarter of 2023 compared to 2022 primarily due to the impact of expenses related to new leases for Primis Mortgage and the Company’s new headquarters. The increase in noninterest expense during the three months ended September 30, 2023 was also attributable to a $0.7 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 2023. Noninterest expense for the three months ended September 30, 2023 included $0.3 million of credit enhancement costs related to servicing and other expenses for the third-party managed loan portfolio which were immaterial in the prior year period due to the relatively small size of the portfolio during the same period in 2022. Other notable drivers of the change in noninterest expense was higher other operating expenses in the third quarter of 2023 that was driven higher by FDIC insurance costs due to the significant growth in deposits partially offset by a decline in marketing expense.

When excluding the non-cash goodwill impairment charge, total noninterest expenses increased 6% from the three months ended September 30, 2022, compared to the 56% increase described above that includes the impairment charge. The increase was driven by higher salaries and benefits, FDIC insurance, and data processing expenses, partially offset by lower marketing and other operating expenses along with less professional fees.

The following table presents the major categories of noninterest expense for the nine months ended September 30, 2023 and 2022:

For the Nine Months Ended

September 30, 

(dollars in thousands)

    

2023

    

2022

    

Change

Salaries and benefits

$

44,120

$

32,792

$

11,328

Occupancy expenses

 

4,671

 

4,277

 

394

Furniture and equipment expenses

 

4,966

 

3,683

 

1,283

Amortization of core deposit intangible

 

952

 

1,008

 

(56)

Virginia franchise tax expense

 

2,546

 

2,440

 

106

FDIC insurance assessment

2,254

658

1,596

Data processing expense

 

7,329

 

4,311

 

3,018

Marketing expense

1,467

2,134

(667)

Telephone and communication expense

 

1,149

 

1,090

 

59

Net (gain) loss on other real estate owned

 

 

(59)

 

59

Net loss on bank premises and equipment

684

(684)

Professional fees

 

3,055

 

3,182

 

(127)

Credit enhancement costs

1,725

1,725

Goodwill impairment

11,150

11,150

Other operating expenses

 

9,646

 

7,070

 

2,576

Total noninterest expenses

$

95,030

$

63,270

$

31,760

Noninterest expenses were $95.0 million during the nine months ended September 30, 2023, compared to $63.3 million during the nine months ended September 30, 2022. The 50% increase in noninterest expenses was primarily attributable to a $11.2 million of goodwill impairment charge in the third quarter of 2023 and $11.3 million increase in employee compensation and benefits expense mainly related to increased head count at the Bank, Primis Mortgage and Panacea in the nine months ended September 30, 2023 compared to 2022 and also due to expenses associated with the branch consolidation announced in the second quarter of 2023. The increase in noninterest expense during the nine months ended September 30, 2023 was also driven by a $3.0 million increase in data processing expense in 2023 driven by substantially higher application volume on the digital deposit platform as a result of a savings account rate promotion offered during 2023. Noninterest expense for the nine months ended September 30, 2023 included $1.7 million of credit enhancement costs related to servicing and other expenses for a third-party managed loan portfolio due to significant growth and charge-offs in that loan portfolio during 2023. Furniture and equipment expenses increased $1.3 million due to growth in the Bank, Primis Mortgage, and Panacea, and also due to write-downs of assets related to the cost savings initiative announced

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in the second quarter of 2023. Other operating expenses increased during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, largely driven by higher expenses related to Primis Mortgage as its operations grew meaningfully since 2022 and included nine months of activity in the current year period compared to only four months in the prior year period and higher FDIC insurance costs in 2023.

When excluding the non-cash goodwill impairment charge and the $1.5 million of branch consolidation expenses incurred in the second quarter, total noninterest expenses were $82.5 million, which is an increase of approximately 30% from the nine months ended September 30, 2022 compared to the 50% increase described above when including these items. The increase was driven by higher salaries and benefits, FDIC insurance, data processing, furniture and equipment, and credit enhancement expenses, partially offset by lower marketing costs and less losses on premises and equipment as previously described in the discussion of the results not excluding the goodwill and branch consolidation costs.

FINANCIAL CONDITION

The following illustrates key balance sheet categories as of September 30, 2023 and December 31, 2022 (in thousands):

    

September 30, 

    

December 31, 

    

2023

2022

Change

(in thousands, except per share amounts)

Total cash and cash equivalents

$

93,865

$

77,859

$

16,006

Securities available-for-sale

 

216,875

 

236,315

 

(19,440)

Securities held-to-maturity

 

11,975

13,520

(1,545)

Loans held for sale

 

8,755

8,755

Net loans

 

3,110,100

2,912,093

198,007

Other assets

 

372,205

329,712

42,493

Total assets

$

3,813,775

$

3,569,499

$

244,276

Total deposits

$

3,293,404

$

2,722,378

$

571,026

Borrowings

99,362

426,757

(327,395)

Other liabilities

38,143

27,999

10,144

Total liabilities

3,430,909

3,177,134

253,775

Total stockholders' equity

382,866

392,365

(9,499)

Total liabilities and stockholders' equity

$

3,813,775

$

3,569,499

$

244,276

Loans

Total loans were $3.15 billion and $2.95 billion at September 30, 2023 and December 31, 2022, respectively. PPP loans totaled $2.1 million at September 30, 2023 and $4.6 million at December 31, 2022, respectively. Excluding PPP loans, loans outstanding increased $201.7 million, or 7%, since December 31, 2022.

As of September 30, 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.

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The composition of our loans held for investment portfolio consisted of the following at September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023

December 31, 2022

    

Amount

    

Percent

    

Amount

    

Percent

    

Loans secured by real estate:

 

  

 

  

 

  

 

  

 

Commercial real estate - owner occupied

$

431,840

 

13.7

%  

$

459,866

 

15.6

%  

Commercial real estate - non-owner occupied

 

576,881

 

18.3

%  

 

579,733

 

19.7

%  

Secured by farmland

 

5,082

 

0.2

%  

 

5,970

 

0.2

%  

Construction and land development

 

172,005

 

5.5

%  

 

148,690

 

5.0

%  

Residential 1-4 family

 

600,389

 

19.1

%  

 

609,694

 

20.7

%  

Multi- family residential

 

129,586

 

4.1

%  

 

140,321

 

4.8

%  

Home equity lines of credit

 

59,996

 

1.9

%  

 

65,152

 

2.2

%  

Total real estate loans

 

1,975,779

 

62.8

%  

 

2,009,426

 

68.2

%  

Commercial loans

 

592,528

 

18.8

%  

 

520,741

 

17.7

%  

Paycheck protection program loans

2,105

0.1

%  

4,564

0.2

%  

Consumer loans

 

569,463

 

18.1

%  

 

405,278

 

13.8

%  

Total Non-PCD loans

 

3,139,875

 

99.8

%  

 

2,940,009

 

99.8

%  

PCD loans

5,992

0.2

%  

6,628

0.2

%  

Total loans

$

3,145,867

100.0

%  

$

2,946,637

100.0

%  

 

 

 

 

  

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 September 30, 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

$

27,431

$

111,535

$

20,049

$

101,970

$

103,185

$

2,293

$

65,377

$

431,840

Commercial real estate - non-owner occupied

17,328

192,171

39,581

62,609

67,710

1,374

196,108

576,881

Secured by farmland

1,544

853

288

223

864

1,310

5,082

Construction and land development

123,815

24,637

15,430

748

5,068

677

1,630

172,005

Residential 1-4 family

17,545

44,730

8,239

28,556

53,692

71,436

376,191

600,389

Multi- family residential

9,391

61,921

11,709

1,351

18,422

26,792

129,586

Home equity lines of credit

6,322

3,294

9,929

49

2,250

30

38,122

59,996

Total real estate loans

203,376

439,141

105,225

195,506

251,191

75,810

705,530

1,975,779

Commercial loans

110,201

 

114,276

136,474

178,077

49,586

1,120

2,794

592,528

Paycheck protection program loans

24

1,887

194

2,105

Consumer loans

3,800

265,179

111,417

87,371

99,567

2,106

23

569,463

Total Non-PCD loans

317,401

820,483

353,116

461,148

400,344

79,036

708,347

3,139,875

PCD loans

 

3,036

1,320

1,241

395

-

 

5,992

Total loans

$

320,437

$

821,803

$

353,116

$

461,148

$

401,585

$

79,431

$

708,347

$

3,145,867

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Asset Quality

While the financial impact of COVID-19 largely subsided in 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. Despite this economic uncertainty, our asset quality remained strong during 2023 and improved from December 31, 2022. 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, and recessionary concerns.

Total calculated reserves increased by $1.2 million to $35.7 million at the end of September 30, 2023 compared to $34.5 million at December 31, 2022, driven by growth in the third-party managed loan portfolio and secondarily due to the $199.2 million in overall loan growth experienced in 2023.

The following table presents a comparison of nonperforming assets as of September 30, 2023 and December 31, 2022 (in thousands):

    

September 30, 

December 31, 

2023

    

2022

    

Nonaccrual loans

$

20,171

$

35,484

Loans past due 90 days and accruing interest

 

1,714

 

3,361

Total nonperforming assets

 

21,885

 

38,845

SBA guaranteed amounts included in nonperforming loans

$

2,290

$

3,969

Allowance for credit losses to total loans

 

1.14

%  

 

1.17

%  

Allowance for credit losses to nonaccrual loans

 

177.32

%  

 

97.35

%  

Allowance for credit losses to nonperforming loans

 

163.44

%  

 

88.93

%  

Nonaccrual to total loans

 

0.64

%  

 

1.20

%  

Nonperforming assets excluding SBA guaranteed loans to total assets

 

0.51

%  

 

0.98

%  

Nonaccrual loans decreased 43% to $20.2 million (excluding $0.6 million of loans fully covered by SBA guarantees) as of September 30, 2023, compared to $35.5 million (excluding $0.6 million of loans fully covered by SBA guarantees) as of December 31, 2022. Included in the Bank’s nonperforming assets is one remaining assisted living problem credit outstanding as of September 30, 2023 related to the relationship discussed in previous quarters and with a book balance of $13.1 million. This credit was resolved in early October 2023, bringing pro forma nonperforming assets to $6.5 million as of September 30, 2023.

As of September 30, 2023, our total substandard loans were $28.8 million, compared to $41.0 million at December 31, 2022, a 30% decline. Included in the total substandard loans were SBA guarantees of $0.8 million in both periods. Special mention loans totaled $33.3 million as of September 30, 2023 and $32.3 million as of December 31, 2022.

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For the quarter ended September 30, 2023, on an amortized cost basis, three other consumer loans totaling $0.3 million were modified to borrowers experiencing financial difficulty. This represents 0.10% of the other consumer loan portfolio.

Two of the loans, totaling $0.2 million in amortized cost, were to one borrower and received payment deferrals for three months, with principal and interest payments resuming August 2023. Total contractual payments for these loans for the quarter, prior to modification, would have been approximately $11 thousand. Both loans are current on principal and interest following the deferral period.

The third other consumer loan modified to a borrower experiencing financial difficulty, had an amortized cost of $0.1 million and the Company reduced monthly payments on the loan for the remaining 84-month term with no change to the original rate or maturity. The contractual payments for the quarter would have totaled approximately $9 thousand if the modification had not been provided. The loan is paying as agreed following the modification.

An existing modification of a 1-4 family residential loan in the first quarter of 2023, with an amortized cost of $0.9 million, resumed contractual payments in August following its payment deferral period and has experienced no payment delinquencies since the deferral period ended. This modification is 0.14% of the 1-4 family residential loan portfolio.

Two loans modified in the second quarter of 2023 from our owner occupied commercial real estate portfolio with an amortized cost balance of $0.4 million are paying as agreed following the modifications. These loans represent 0.10% of the owner occupied commercial real estate portfolio.

Investment Securities

Our investment securities portfolio provides us with required liquidity and collateral to pledge 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. Our portfolio of available-for-sale securities currently contains a material amount of unrealized mark-to-market adjustments due to increases in market interest rates since the original purchase of many of these securities. We have the intention to hold these securities until maturity or recovery of the value and do not anticipate realizing any losses on the investments.

Investment securities, available-for-sale and held-to-maturity, totaled $228.9 million as of September 30, 2023, a decrease of 8% from $249.8 million as of December 31, 2022, primarily due to paydowns, maturities, and calls of the investments over the past nine months.

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Table of Contents

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).

September 30, 

December 31, 

    

2023

    

2022

Available-for-sale investment securities:

 

  

 

  

Residential government-sponsored mortgage-backed securities

$

93,865

$

102,881

Obligations of states and political subdivisions

 

28,312

 

29,178

Corporate securities

 

13,314

 

14,828

Collateralized loan obligations

 

4,955

 

4,876

Residential government-sponsored collateralized mortgage obligations

 

29,745

 

26,595

Government-sponsored agency securities

 

12,968

 

14,616

Agency commercial mortgage-backed securities

 

29,280

 

37,417

SBA pool securities

 

4,436

 

5,924

Total

$

216,875

$

236,315

Held-to-maturity investment securities:

 

  

 

  

Residential government-sponsored mortgage-backed securities

$

9,357

$

10,522

Obligations of states and political subdivisions

 

2,390

 

2,721

Residential government-sponsored collateralized mortgage obligations

 

228

 

277

Total

$

11,975

$

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 and nine months ended September 30, 2023 and no credit losses during the three and nine months ended September 30, 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, as well as nationally through 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 21% to $3.29 billion as of September 30, 2023 from $2.72 billion as of December 31, 2022. The increase in deposits from year-end was primarily driven by the substantial growth in the Bank’s digital deposit platform in 2023. The majority of the overall deposit growth was in savings accounts with the remainder largely in NOW accounts (both largely coming from the digital platform). Savings accounts increased 204% from $245.7 million as of December 31, 2022 to $746.6 million as of September 30, 2023. NOW accounts increased 30% from $617.7 million as of December 31, 2022 to $803.3 million as of September 30, 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 $1.11 billion, or 34% of total deposits, at September 30, 2023. Liquidity sources represent almost 185% of uninsured or unsecured deposits, up substantially from December 31, 2022.

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.

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Table of Contents

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 $75 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.

As of September 30, 2023, we had substantial liquidity on the balance sheet with cash and equivalents of $93.9 million versus $77.9 million as of December 31, 2022 largely due to the growth in digital platform deposits described above.

As of September 30, 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 $6.4 million and $14.2 million, respectively, to customers who require collateral for overnight repurchase agreements and deposits.

The balance in repo accounts as of September 30, 2023 and December 31, 2022 was $3.8 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. As of September 30, 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 $558.9 million from the FHLB.

In June 2023, the Bank began participating in the Federal Reserve discount window borrowing program. As of September 30, 2023, the Bank had borrowing capacity of $548.9 million within the program. Since we began participating we have not utilized any of our available capacity.

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. As of September 30, 2023, we had securities available of $133.8 million for utilization with the BTFP, with no borrowings outstanding under the program as of September 30, 2023.

The Bank also utilizes institutional and brokered certificates of deposit to supplement customer funding. As of September 30, 2023, we had $75.0 million of brokered deposits outstanding, which are schedule to mature in the fourth quarter of 2023. We had remaining brokered CD capacity under internal policy of approximately $321.0 million.

As of September 30, 2023, we had $467.3 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

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Table of Contents

$394.7 million as of September 30, 2023, including $75.0 million of brokered CDs as discussed above. Management anticipates that funding requirements for these commitments can be met in the normal course of our operations.

As of September 30, 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 September 30, 2023, Primis has no material commitments for capital expenditures.

Stockholder’s equity

Stockholder’s equity balances decreased $4.6 million from December 31, 2022 to September 30, 2023 as a result of an increase in unrealized mark-to-market adjustments on the Company’s available-for-sale securities portfolio due to increases in market interest rates during the nine months ended September 30, 2023 and dividends on common stock exceeding earnings in the period. The Company has the intent and ability to hold the available-for-sale securities that are currently in an unrealized loss position until maturity or recovery of the value and does not anticipate realizing any losses on the investments.

Capital Resources

Capital management consists of providing equity to support both current and future operations. Primis Financial Corp. and its subsidiary, Primis 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. As of September 30, 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 September 30, 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. These ratios were not impacted by the goodwill impairment charge incurred during the period because goodwill is not a component of the calculations:

Minimum

 

Required for

 

Capital

To Be

Actual Ratio at

 

Adequacy

 Categorized as

September 30, 

December 31, 

    

Purposes

    

 Well Capitalized (1)

    

2023

    

2022

 

Primis Financial Corp.

 

  

 

  

 

 

  

Leverage ratio

 

4.00

%  

n/a

 

8.78

%  

9.68

%  

Common equity tier 1 capital ratio

 

4.50

%  

n/a

 

9.64

%  

10.30

%  

Tier 1 risk-based capital ratio

 

6.00

%  

n/a

 

9.94

%  

10.63

%  

Total risk-based capital ratio

 

8.00

%  

n/a

 

13.37

%  

14.57

%  

Primis Bank

 

 

Leverage ratio

 

4.00

%  

5.00

%  

10.60

%  

11.39

%  

Common equity tier 1 capital ratio

 

7.00

%  

6.50

%  

12.27

%  

12.64

%  

Tier 1 risk-based capital ratio

 

8.50

%  

8.00

%  

12.27

%  

12.64

%  

Total risk-based capital ratio

 

10.50

%  

10.00

%  

13.42

%  

13.84

%  

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Table of Contents

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

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 5.22% as of September 30, 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 changes in our significant accounting policies since year end and the effects of new accounting pronouncements are included in “Note 1. Accounting Policies” in this Form 10-Q.

As required under U.S. GAAP, we test goodwill for impairment at least annually and more frequently if there are indications that goodwill could be impaired. Our annual goodwill impairment testing date is September 30 and accordingly, we performed testing as of September 30, 2023 of our two reporting units that include goodwill. For our assessment of goodwill as of September 30, 2023, we performed a step one quantitative assessment to determine if the fair value of the Primis Bank reporting unit and the Primis Mortgage reporting units were less than their carrying amount. As part of the testing, we engaged an independent valuation firm to quantitatively estimate the fair value of each reporting unit so that it could be compared to the carrying value in assisting us in determining if impairment existed. The results of the quantitative assessment of the Primis Mortgage reporting unit indicated that its fair value was in excess of its carrying value, thus no goodwill impairment was necessary.

Our assessment of the Primis Bank reporting unit included the use of three approaches, each receiving various weightings to determine an ultimate fair value estimate: (1) the comparable transactions method that is based on comparison to pricing ratios recently paid in the sale or merger of comparable banking institutions; (2) the public market peers control premium approach that is based on market pricing ratios of public banking companies adjusted for an industry based control premium, and (3) a discounted cash flow method (an income method), taking into consideration expectations of the Company’s growth and profitability going forward. The assessment included use of various assumptions and inputs into the modeling approaches, including creating a baseline and conservative scenarios that stressed certain assumptions such as projected cash flows and the discount rate. We considered the modeled results of each scenario and in light of the sustained depressed stock price during the third quarter compared to our book value we determined it was reasonable to leverage the results of a scenario that utilized more stressed inputs and assumptions. Ultimately, the result of the quantitative assessment indicated the Primis Bank reporting unit’s book value was more than its estimated fair value. Accordingly, we took an impairment charge to Primis Bank’s goodwill of $11.2 million during the three and nine months ended September 30, 2023

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the goodwill impairment testing as of September 30, 2023 will prove to be an accurate prediction of the future.  Changes in assumptions, market data (for market-based assessments), or the discount rate (for income based assessments) could produce different results that lead to higher or lower fair value determinations compared to the results of our annual impairment testing performed as of September 30, 2023. Further, because the use of inputs and assumptions are highly judgmental an analysis

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Table of Contents

performed to assess the fair value of our reporting units by others may results in higher, lower, or the same fair value determination and goodwill impairment decision through the use of their judgment in application of similar inputs and assumptions as we used.

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 points, measured in 100 basis point increments) as of September 30, 2023 and December 31, 2022. All changes are within our Asset/Liability Risk Management Policy guidelines.

Sensitivity of Economic Value of Equity

 

As of September 30, 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

$

520,349

$

(62,585)

 

(10.74)

%  

13.64

%  

135.91

%

Up 300

 

532,343

 

(50,591)

 

(8.68)

%  

13.96

%  

139.04

%

Up 200

 

544,038

 

(38,896)

 

(6.67)

%  

14.27

%  

142.10

%

Up 100

 

570,057

 

(12,877)

 

(2.21)

%  

14.95

%  

148.89

%

Base

 

582,934

 

 

%  

15.28

%  

152.26

%

Down 100

 

583,336

 

402

 

0.07

%  

15.30

%  

152.36

%

Down 200

 

567,995

 

(14,939)

 

(2.56)

%  

14.89

%  

148.35

%

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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

%

Down 200

 

513,948

 

(30,597)

 

(5.62)

%  

14.40

%  

130.99

%

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 as of September 30, 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 as of September 30, 2023 and December 31, 2022.

Sensitivity of Net Interest Income

As of September 30, 2023

Adjusted Net Interest Income

Change in Interest Rates

$ Change

in Basis Points (Rate Shock)

    

Amount

    

From Base

(dollar amounts in thousands)

Up 400

$

104,691

$

(14,577)

Up 300

 

107,573

 

(11,695)

Up 200

 

110,454

 

(8,814)

Up 100

 

115,369

 

(3,899)

Base

 

119,268

 

Down 100

 

121,676

 

2,408

Down 200

 

122,186

 

2,918

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.

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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. There were no changes in our internal controls over financial reporting that occurred during the three and nine months ended September 30, 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 September 30, 2023.

ITEM 1A – RISK FACTORS

In addition to the other information set forth in this Report, in evaluating an investment in the Company’s securities, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A of our 2022 Form 10-K, and as disclosed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, which could materially affect the Company's business, financial position, results of operations, cash flows, or future results. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations, or the trading price of our securities.

There are no material changes during the period covered by this Report to the risk factors previously disclosed in our 2022 Form 10-K or our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Not applicable.

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ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

Pursuant to Item 408(a) of Regulation S-K, none of the Company's directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2023.

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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 June 30, 2021 (incorporated herein by reference to Exhibit 3.1 to Primis Financial Corp.’s Current Report on Form 8-K filed on June 30, 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 June 30, 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 September 30, 2023, formatted in Inline XBRL (Extensible Business Reporting Language), filed herewith: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (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)

November 9, 2023

/s/ Dennis J. Zember, Jr.

(Date)

Dennis J. Zember, Jr.

President and Chief Executive Officer

November 9, 2023

/s/ Matthew Switzer

(Date)

Matthew Switzer

Executive Vice President and Chief Financial Officer

59