Primis Financial (FRST) 8-K Completion of Acquisition or Disposition of Assets

Exhibit 99.1

PRIMIS FINANCIAL CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On October 31, 2024, Primis Bank (the “Bank”), a wholly-owned subsidiary of Primis Financial Corp. (the “Company”), completed the first closing of its previously announced sale of its Life Premium Finance divison to EverBank, N.A. (“EverBank”). The second closing and full transfer of the business, including employees, is scheduled for January 31, 2025.

The unaudited pro forma condensed consolidated financial information is based on our historical financial statements, and gives effect to the sale of the division in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2024 and the year ended December 31, 2023 give effect to the sale of the division as if it had occurred on January 1, 2023, while the unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 gives effect to the sale as if it had occurred on that day.

The unaudited pro forma condensed consolidated financial statements (i) do not necessarily reflect what the Company's financial condition or results of operations would have been had the sale of the division occurred on the dates indicated, (ii) are based upon available information and assumptions that management considers to be reasonable to give effect, on a pro forma basis, to the sale of the division and (iii) are intended for informational purposes only. In addition, the unaudited pro forma condensed consolidated financial statements should not be considered to be indicative of our future consolidated financial performance or results of operations and should be read in conjunction with our audited consolidated financial statements, and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2023 and in our Form 10-Q for the three and nine-months ended September 30, 2024.

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PRIMIS FINANCIAL CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET 

	September 30, 2024
	Historical			Adjustments			Pro Forma
ASSETS
Cash and cash equivalents:
Cash and due from financial institutions	$	10,854		$	373,916	(a)	$	384,770
Interest-bearing deposits in other financial institutions		66,420						66,420
Total cash and cash equivalents		77,274			373,916			451,190
Securities available-for-sale, at fair value (amortized cost of $264,151 and $255,891, respectively)		242,543						242,543
Securities held-to-maturity, at amortized cost (fair value of $9,162 and $10,839, respectively)		9,766						9,766
Loans held for sale, at fair value		96,897						96,897
Loans held for sale, at lower of cost or market		361,825			(361,825	)(b)		0
Total loans held for sale		458,722			(361,825	)		96,897
Loans held for investment, collateralizing secured borrowings		17,591						17,591
Loans held for investment		2,956,132						2,956,132
Less: allowance for credit losses		(51,132	)		435	(c)		(50,697	)
Net loans		2,922,591			435			2,923,026
Stock in Federal Reserve Bank (FRB) and Federal Home Loan Bank (FHLB)		20,875						20,875
Bank premises and equipment, net		19,668						19,668
Assets held for sale		9,864			(5,966	)(d)		3,898
Operating lease right-of-use assets		10,465						10,465
Cloud computing arrangement assets, net		8,460						8,460
Goodwill		93,459						93,459
Intangible assets, net		985						985
Bank-owned life insurance		66,750						66,750
Deferred tax assets, net		25,582						25,582
Consumer Program derivative asset		7,146						7,146
Other assets		50,197						50,197
Total assets	$	4,024,347		$	6,560		$	4,030,907
LIABILITIES AND STOCKHOLDERS' EQUITY
Noninterest-bearing demand deposits	$	421,231					$	421,231
Interest-bearing deposits:
NOW accounts		748,833						748,833
Money market accounts		835,099						835,099
Savings accounts		873,810						873,810
Time deposits		427,458						427,458
Total interest-bearing deposits		2,885,200						2,885,200
Total deposits		3,306,431						3,306,431
Securities sold under agreements to repurchase		3,677						3,677
Secured borrowings		17,495						17,495
FHLB advances		165,000						165,000
Junior subordinated debt		9,867						9,867
Senior subordinated notes		85,941						85,941
Operating lease liabilities		11,704						11,704
Other liabilities		27,169			2,563	(e)		29,732
Total liabilities		3,627,284			2,563			3,629,847
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; 24,722,734 and 24,693,172 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		247						247
Additional paid in capital		314,066						314,066
Retained earnings		83,854			3,997	(f)		87,851
Accumulated other comprehensive loss		(17,145	)					(17,145	)
Total Primis stockholders' equity		381,022			3,997			385,019
Noncontrolling interests		16,041						16,041
Total stockholders' equity		397,063			3,997			401,060
Total liabilities and stockholders' equity	$	4,024,347		$	6,560		$	4,030,907

(a)	Reflects the receipt of cash consideration at the closing of the transaction.
(b)	Reflects the loan balances being sold net of unearned income.
(c)	Reflects the recovery of allowance for credit losses on sold loans.
(d)	Reflects the payment of accrued interest.
(e)	Reflects accruals for transaction costs and income tax expense recorded at closing.
(f)	Reflects the gain recorded at the closing of the transaction, net of transaction costs, recognition of unearned income, recovery of allowance for credit losses and income tax expense.

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PRIMIS FINANCIAL CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME 

	For the Nine Months Ended September 30, 2024								For the Year Ended December 31, 2023
	Historical		Adjustments			Pro Forma			Historical			Adjustments			Pro Forma
Interest and dividend income:
Interest and fees on loans	$	151,581	$	(16,610	)(g)	$	134,971		$	172,788		$	(14,635	)(g)	$	158,153
Interest and dividends on taxable securities		5,022		—			5,022			5,966			—			5,966
Interest and dividends on tax exempt securities		297		—			297			407			—			407
Interest and dividends on other earning assets		2,756		—			2,756			13,457			—			13,457
Total interest and dividend income		159,656		(16,610	)		143,046			192,618			(14,635	)		177,983
Interest expense:
Interest on deposits		72,987		—			72,987			83,690			—			83,690
Interest on other borrowings		8,524		(10,527	)(g)		(2,003	)		10,217			(10,356	)(g)		(139	)
Total interest expense		81,511		(10,527	)		70,984			93,907			(10,356	)		83,551
Net interest income		78,145		(6,083	)		72,062			98,711			(4,279	)		94,432
Provision for credit losses		17,138		(277	)(g)		16,861			32,540			(60	)(g)		32,480
Net interest income after provision for credit losses		61,007		(5,806	)		55,201			66,171			(4,219	)		61,952
Noninterest income:
Account maintenance and deposit service fees		4,722		(5	)(g)		4,717			5,733			1	(g)		5,734
Income from bank-owned life insurance		1,975		—			1,975			2,021			—			2,021
Mortgage banking income		18,779		—			18,779			17,645			—			17,645
Gain on other investments		393		—			393			184			—			184
Consumer Program derivative gains (losses)		3,392		—			3,392			18,120			—			18,120
Other noninterest income		1,180		—			1,180			1,547			—			1,547
Gain on Disposal		—		4,500	(h)		4,500			—			4,500	(h)		4,500
Total noninterest income		30,441		4,495			34,936			45,250			4,501			49,751
Noninterest expenses:
Salaries and benefits		48,587		(494	)(g)		48,093			58,765			(377	)(g)		58,388
Occupancy expenses		3,988		—			3,988			6,239			—			6,239
Furniture and equipment expenses		5,288		(10	)(g)		5,278			6,381			(113	)(g)		6,268
Amortization of intangible assets		952		—			952			1,269			—			1,269
Virginia franchise tax expense		1,894		—			1,894			3,395			—			3,395
FDIC insurance assessment		1,744		—			1,744			2,929			—			2,929
Data processing expense		7,130		—			7,130			9,545			(1	)		9,544
Marketing expense		1,407		(3	)(g)		1,404			1,819			(1	)(g)		1,818
Telephone and communication expense		1,017		(3	)(g)		1,014			1,507			—	(g)		1,507
Loss on bank premises and equipment and assets held for sale		—		—			—			476			—			476
Professional fees		7,255		(67	)(g)		7,188			4,641			—	(g)		4,641
Goodwill impairment		—		—			—			11,150			—			11,150
Fraud losses		59		—			59			3,311			—			3,311
Miscellaneous lending expenses		1,835		—			1,835			3,006			—			3,006
Other operating expenses		7,123		(54	)(g)		7,069			8,167			(38	)(g)		8,129
Total noninterest expenses		88,279		(631	)		87,648			122,600			(529	)		122,071
Income (loss) before income taxes		3,169		(680	)		2,489			(11,179	)		811			(10,368	)
Income tax expense (benefit)		1,679		(143	)(i)		1,536			(1,067	)		170	(i)		(897	)
Net income (loss)		1,490		(537	)		953			(10,112	)		641			(9,471	)
Net income attributable to noncontrolling interests		5,640		—			5,640			2,280			—			2,280
Net income (loss) attributable to Primis' common stockholders	$	7,130	$	(537	)	$	6,593		$	(7,832	)	$	641		$	(7,191	)
Other comprehensive income (loss):
Unrealized loss on available-for-sale securities		5,863		—			5,863			5,250			—			5,250
Tax benefit		1,231		—			1,231			1,177			—			1,177
Other comprehensive loss		4,632		—			4,632			4,073			—			4,073
Comprehensive income (loss)	$	11,762	$	(537	)	$	11,225		$	(3,759	)	$	641		$	(3,118	)
Earnings (loss) per share, basic	$	0.29	$	(0.02	)	$	0.27		$	(0.32	)	$	0.03		$	(0.29	)
Earnings (loss) per share, diluted	$	0.29	$	(0.02	)	$	0.27		$	(0.32	)	$	0.03		$	(0.29	)
Weighted average basic common shares		24,683,556		24,683,556			24,683,556			24,638,609			24,638,609			24,638,609
Weighted average diluted common shares		24,710,345		24,710,345			24,710,345			24,638,609			24,638,609			24,638,609

(g)	Reflects the elimination of revenues and expenses associated with the division for the nine months ended September 30, 2024 and the year ended December 31, 2023.
(h)	Reflects the pre-tax gain recorded at the closing of the transaction, net of transaction costs.
(i)	Reflects the estimated tax impact of the transaction accounting adjustments.

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PRIMIS FINANCIAL CORP.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(1) Basis of Presentation

The unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2024 and the year ended December 31, 2023 give effect to the sale of the division as if it had occurred on January 1, 2023, while the unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 gives effect to the sale as if it had occurred on that day.

(2) Adjustments to the Unaudited Pro Forma Condensed Consolidated Financial Statements

The following is a summary of the transaction accounting adjustments reflected in the unaudited pro forma condensed consolidated financial statements:

(a) Reflects the receipt of cash consideration at the closing of the transaction.

(b) Reflects the loan balances being sold net of unearned income.

(c) Reflects the recovery of allowance for credit losses on sold loans.

(d) Reflects the payment of accrued interest.

(e) Reflects accruals for transaction costs and income tax expense recorded at closing.

(f) Reflects the gain recorded at the closing of the transaction, net of transaction costs, recognition of unearned income, recovery of allowance for credit losses and income tax expense.

(g) Reflects the elimination of revenues and expenses associated with the division for the nine months ended September 30, 2024 and the year ended December 31, 2023.

(h) Reflects the pre-tax gain recorded at the closing of the transaction, net of transaction costs.

(i) Reflects the estimated tax impact of the transaction accounting adjustments.

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