Primis Financial 10Q/A 2023 Q1 Quarterly report (amended)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.1)

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

For the Quarterly Period Ended March 31, 2023

Commission File No. 001-33037

PRIMIS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)


Virginia	20-1417448
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

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 October 17, 2024, there were 24,722,734 shares of common stock, $0.01 par value, outstanding.

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EXPLANATORY NOTE

Primis Financial Corp (“we”, “us”, “our”, the “Company” or “Primis”), is filing this Amendment No. 1 to Form 10-Q (this “Amendment” or “Form 10-Q/A ”) to amend and restate certain items in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 originally filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2023 (the “Original 10-Q”, and, as amended by this Amendment, the “Quarterly Report”) to reflect the restatement of the Company’s financial statements as of and for the quarters ended March 31, 2023 and 2022 contained in the Original 10-Q (the “Restatement”).

This Form 10-Q/A is also being updated to reflect the recognition of fraud losses in the appropriate periods, including opening equity in the earliest period presented, for the employee loan fraud discovered by the Company in June of 2023 as initially described in the Company’s Form 8-K filed with the SEC on July 27, 2023.

Background of the Restatement

As previously reported in the Company’s Form 8-K filed on March 1, 2024, as part of the Company’s year-end reporting process in the first quarter of 2024, the Company determined that the transfer of certain loans from Primis Bank to other financial institutions in the first quarter of 2023 did not qualify for sales treatment under Generally Accepted Accounting Principles (“ U.S. GAAP”) and should have been accounted for as secured borrowings.

Also, as previously reported in the Company’s Form 8-K filed on August 12, 2024, the Company completed its initial consultation process with the Office of the Chief Accountant of the SEC related to a portion of our consumer loans originated using a third party that sources and subsequently manages the portfolio of loans (the “Consumer Program”). The Company received a non-objection from the SEC to the Company’s accounting conclusions required to correct the prior accounting for the Consumer Program. As a result, in consultation with the Company’s Audit Committee to its Board of Directors and its independent registered public accounting firm, Forvis Mazars, LLP, management determined that the corrections to the Consumer Program accounting was material to the financial statements as of and for the three months ended March 31, 2023, which are also being restated in this Form 10-Q/A. The correction to the Consumer Program accounting in the financial statements as of and for the three months ended March 31, 2022 was not deemed to be material, but for comparison purposes to the current period in this Form 10-Q/A the Company has revised the prior period amounts as applicable.

For a more detailed description of the financial impact of the Restatement, see the “Restatement of Previously Issued Condensed Consolidated Financial Statements” section of Note 1 – Accounting Policies, to the unaudited condensed consolidated financial statements contained in this Amendment and “Restatement of Previously Issued Financial Statements” under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in this Amendment.

Items Amended in the Form 10-Q/A

The following items are amended and restated in their entirety in this Amendment: (i) Part I, Item 1, “Financial Statements”; Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and Item 4, “Controls and Procedures”; and (ii) Part II, Item 6, “Exhibits”.

Pursuant to Rule 12b-15 promulgated under the Securities Act of 1934, as amended (the “Exchange Act”), this Amendment also contains new currently dated certifications by the Company's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.

Except as described above, this Amendment does not amend, update or change any other disclosures in the Original 10-Q. In addition, the information contained in this Amendment does not reflect events occurring after the filing of the Original 10-Q and does not modify or update the disclosures therein. Among other things, forward-looking statements made in the Original 10-Q have not been revised to reflect events, results or developments that occurred or facts that became known to the Company after the date of the Original 10-Q, other than with respect to the Restatement, and such forward-looking statements should be read in conjunction with the Company's filings with the SEC, including those subsequent to the filing of the Original 10-Q. Unless otherwise stated or unless the context otherwise requires, defined terms used throughout this Amendment have the meanings ascribed to them in the Original 10-Q.

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The Company has also updated its corporate address on the cover page to reflect its current location as of the date of the filing which is different than the original filing.

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PRIMIS FINANCIAL CORP.

FORM 10-Q/A

March 31, 2023

TABLE OF CONTENTS		PAGE
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements (Revised and Restated)

Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 (Revised and Restated)		2
Condensed Consolidated Statements of Income and Comprehensive Income (Loss) for the three months ended March 31, 2023 and 2022 (Revised and Restated)		3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2023 and 2022 (Revised and Restated)		4
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Revised and Restated)		5
Notes to Condensed Unaudited Consolidated Financial Statements (Revised and Restated)		6

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations (Revised and Restated)		38

Item 3 – Quantitative and Qualitative Disclosures about Market Risk		54

Item 4 – Controls and Procedures (Restated)		56

PART II - OTHER INFORMATION

Item 1 – Legal Proceedings		57

Item 1A – Risk Factors (Restated)		57

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		59

Item 3 – Defaults Upon Senior Securities		59

Item 4 – Mine Safety Disclosures		59

Item 5 – Other Information		59

Item 6 - Exhibits (Restated)		60

Signatures (Restated)		61

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PRIMIS FINANCIAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)


	March 31,		December 31,
	2023		2022
ASSETS	(unaudited) (Revised and
Cash and cash equivalents:	Restated)
Cash and due from financial institutions	$	7,078	$	6,868
Interest-bearing deposits in other financial institutions		600,047		70,991
Total cash and cash equivalents		607,125		77,859

Securities available-for-sale, at fair value		231,468		236,315

Securities held-to-maturity, at amortized cost (fair value of $12,230 and $12,449, respectively)		13,115		13,520

Loans held for sale, at fair value		42,011		27,626

Loans held for investment, collateralizing secured borrowings		15,141		—
Loans held for investment		3,040,664		2,946,637
Less: allowance for credit losses		(35,803)		(34,544)
Net loans		3,020,002		2,912,093

Stock in Federal Reserve Bank (FRB) and Federal Home Loan Bank (FHLB)		12,083		25,815
Bank premises and equipment, net		25,136		25,257
Assets held for sale		3,115		3,115
Operating lease right-of-use assets		9,352		5,335
Goodwill		104,609		104,609
Intangible assets, net		2,930		3,254
Bank-owned life insurance		67,591		67,201
Deferred tax assets, net		21,015		19,874
Consumer Program derivative asset		10,041		—
Other assets		49,389		44,791
Total assets	$	4,218,982	$	3,566,664

LIABILITIES AND STOCKHOLDERS' EQUITY
Noninterest-bearing demand deposits	$	497,555	$	582,572
Interest-bearing deposits:
NOW accounts		835,348		617,687
Money market accounts		865,115		811,365
Savings accounts		971,512		245,786
Time deposits		498,564		465,057
Total interest-bearing deposits		3,170,539		2,139,895
Total deposits		3,668,094		2,722,467

Securities sold under agreements to repurchase - short term		4,346		6,445
Secured borrowings		15,038		—
FHLB advances		—		325,000
Junior subordinated debt - long term		9,794		9,781
Senior subordinated notes - long term		85,588		85,531
Operating lease liabilities		9,799		5,767
Consumer Program derivative liability		—		473
Other liabilities		28,905		22,232
Total liabilities		3,821,564		3,177,696

Commitments and contingencies (See Note 8)

Stockholders' equity:
Preferred stock, $0.01 par value. Authorized 5,000,000 shares; no shares issued and outstanding		—		—
Common stock, $0.01 par value. Authorized 45,000,000 shares; 24,685,064 and 24,680,097 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		246		246
Additional paid in capital		312,903		312,722
Retained earnings		107,744		101,850
Accumulated other comprehensive loss		(23,475)		(25,850)
Total stockholders' equity		397,418		388,968
Total liabilities and stockholders' equity	$	4,218,982	$	3,566,664

See accompanying notes to unaudited condensed consolidated financial statements.

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

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



	For the Three Months Ended March 31,
	2023		2022
Interest and dividend income:		(Revised and Restated)		(Revised)
Interest and fees on loans	$	38,450	$	24,701
Interest and dividends on taxable securities		1,483		1,325
Interest and dividends on tax exempt securities		101		105
Interest and dividends on other earning assets		4,224		406
Total interest and dividend income		44,258		26,537
Interest expense:
Interest on deposits		15,044		2,373
Interest on other borrowings		3,892		1,371
Total interest expense		18,936		3,744
Net interest income		25,322		22,793
Provision for credit losses		5,263		99
Net interest income after provision for credit losses		20,059		22,694

Noninterest income:
Account maintenance and deposit service fees		1,224		1,351
Income from bank-owned life insurance		420		375
(Loss) gain on other investments		(39)		195
Mortgage banking income		4,315		—
Gain on sale of loans		51		—
Consumer Program derivative		11,443		54
Other noninterest income		256		170
Total noninterest income		17,670		2,145

Noninterest expenses:
Salaries and benefits		15,028		9,625
Occupancy expenses		1,445		1,457
Furniture and equipment expenses		1,577		1,100
Amortization of intangible assets		317		341
Virginia franchise tax expense		849		813
Data processing expense		2,251		1,490
Marketing expense		569		465
Telephone and communication expense		377		382
Net gain on other real estate owned		—		(59)
Professional fees		862		1,094
Miscellaneous lending expenses		885		390
Other operating expenses		2,794		1,955
Total noninterest expenses		26,954		19,053
Income before income taxes		10,775		5,786
Income tax expense		2,412		1,267
Net income	$	8,363	$	4,519
Other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale securities	$	3,006	$	(13,376)
Tax (benefit) expense		631		(2,809)
Other comprehensive income (loss)		2,375		(10,567)
Comprehensive income (loss)	$	10,738	$	(6,048)
Earnings per share, basic	$	0.34	$	0.18
Earnings per share, diluted	$	0.34	$	0.18

See accompanying notes to unaudited condensed consolidated financial statements.

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

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


	For the Three Months Ended March 31, 2023
									Accumulated
					Additional				Other
	Common Stock				Paid in		Retained		Comprehensive
	Shares		Amount		Capital		Earnings		Income (loss)		Total
Balance December 31, 2022		24,680,097	$	246	$	312,722	$	101,850	$	(25,850)	$	388,968
Net income		—		—		—		8,363		—		8,363
Changes in other comprehensive income on investment securities (net of tax expense, $631)		—		—		—		—		2,375		2,375
Dividends on common stock ($0.10 per share)		—		—		—		(2,469)		—		(2,469)
Shares retired to unallocated		(1,033)		—		—		—		—		—
Stock option exercises		8,000		—		85		—		—		85
Restricted stock forfeited		(2,000)		—		—		—		—		—
Repurchase of restricted stock		—		—		(12)		—		—		(12)
Stock-based compensation expense		—		—		108		—		—		108
Balance - March 31, 2023		24,685,064	$	246	$	312,903	$	107,744	$	(23,475)	$	397,418

		For the Three Months Ended March 31, 2022
									Accumulated
					Additional				Other
	Common Stock				Paid in		Retained		Comprehensive
	Shares		Amount		Capital		Earnings		Income (Loss)		Total
Balance December 31, 2021		24,574,619	$	245	$	311,127	$	97,555	$	1,112	$	410,039
Net income		—		—		—		4,519		—		4,519
Changes in other comprehensive loss on investment securities (net of tax benefit, $2,809)		—		—		—		—		(10,567)		(10,567)
Dividends on common stock ($0.10 per share)		—		—		—		(2,457)		—		(2,457)
Shares retired to unallocated		(538)		—		—		—		—		—
Restricted stock granted		1,500		—		—		—		—		—
Repurchase of restricted stock		—		—		(6)		—		—		(6)
Stock-based compensation expense		—		—		751		—		—		751
Shares issued in lieu of bonus		47,158		—		—		—		—		—
Balance - March 31, 2022		24,622,739	$	245	$	311,872	$	99,617	$	(9,455)	$	402,279

See accompanying notes to unaudited condensed consolidated financial statements.

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

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


	For the Three Months Ended March 31,
	2023		2022
Operating activities:		(Revised and Restated)		(Revised)
Net income	$	8,363	$	4,519
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Depreciation and amortization		2,138		1,596
Net amortization (accretion) of premiums and discounts		(794)		166
Provision for credit losses		5,263		99
Proceeds from sales of loans held for sale		107,749		—
Origination of loans held for sale		(123,165)		—
Net gains on mortgage banking		(4,315)		—
Net gains on sale of loans		(51)		—
Earnings on bank-owned life insurance		(390)		(375)
Gain on bank-owned life insurance death benefit		(30)		—
Stock-based compensation expense		108		751
Gain on other real estate owned		—		(59)
Provision (benefit) for deferred income taxes		(1,772)		(28)
Net change in fair value of Consumer Program derivative		(10,514)		14
Net decrease in other assets		(645)		395
Net increase (decrease) in other liabilities		6,126		(4,079)
Net cash and cash equivalents (used in) provided by operating activities		(11,929)		2,998
Investing activities:
Purchases of securities available-for-sale		—		(22,585)
Proceeds from paydowns, maturities and calls of securities available-for-sale		7,599		8,516
Proceeds from paydowns, maturities and calls of securities held-to-maturity		395		6,775
Net decrease of FRB and FHLB stock		13,732		3,594
Net increase in loans		(112,113)		(53,204)
Proceeds from bank-owned life insurance death benefit		873		—
Proceeds from sales of other real estate owned, net of improvements		—		181
Purchases of bank premises and equipment		(461)		(47)

Net cash and cash equivalents used in investing activities		(89,975)		(56,769)
Financing activities:
Net (decrease) increase in deposits		945,627		(76,972)
Cash dividends paid on common stock		(2,469)		(2,457)
Proceeds from exercised stock options		85		—
Proceeds from secured borrowings, net of repayments		15,038		—
Repurchase of restricted stock		(12)		(6)
Repayment of short-term borrowings		(325,000)		(100,000)
Increase (decrease) in securities sold under agreements to repurchase		(2,099)		1,269
Net cash and cash equivalents provided by financing activities		631,170		(178,166)
Net change in cash and cash equivalents		529,266		(231,937)
Cash and cash equivalents at beginning of period		77,859		530,167
Cash and cash equivalents at end of period	$	607,125	$	298,230
Supplemental disclosure of cash flow information
Cash payments for:
Interest	$	16,420	$	4,259
Income taxes	$	—	$	5
Non-cash investing and financing activities:
Initial recognition of operating lease right-of-use assets	$	4,017	$	—

See accompanying notes to unaudited condensed consolidated financial statements.

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PRIMIS FINANCIAL CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

1. ACCOUNTING POLICIES (Revised and Restated)

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

The accounting policies and practices of Primis and its subsidiaries conform to U.S. generally accepted accounting principles (“U.S. GAAP”) and to general practice within the banking industry. Major policies and practices are described below and have not changed significantly from the policies and practices disclosed in the Company’s restated Annual Report on Form 10-K/A for the year ended December 31, 2022, except where specifically highlighted below.

Principles of Consolidation

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

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

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

The table below illustrates the unaudited pro forma revenue and net income of the combined entities had the acquisition taken place on January 1, 2022. The unaudited combined pro forma revenue and net income combines the historical results of SeaTrust with the Company's consolidated statements of operations for the periods listed below and, while no material adjustments were made for the estimated effect of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition actually taken place on January 1, 2022. The pro forma

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financial information does not include the impact of possible business model changes, nor does it consider any potential impacts of current market conditions or revenues, expense efficiencies or other factors.



(dollars in thousands)	For the three months ended March 31, 2022
Total revenues	$	30,817

Net income	$	4,376

Operating Segments

The Company, through its Bank subsidiary, provides a broad range of financial services. While the Company’s chief operating decision makers monitor the revenue streams of the various financial products and services, operations are managed and financial performance is evaluated on an organization-wide basis. Management has determined that the Company has two reportable operating segments: Primis Mortgage and Primis Bank, as discussed in Note 11 – Segment Information.

Basis of Presentation

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

Reclassifications

In certain instances, amounts reported in the prior year annual audited consolidated financial statements or the interim condensed consolidated financial statements have been reclassified to conform to the current financial statement presentation.

Use of Estimates

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

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 initially recorded at fair value which corresponds to the proceeds received

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for the transfer of the assets, and any failed sale discount is amortized into income over the life of the related asset. The Company retains servicing rights on loans transferred under secured borrowings, but in accordance with U.S. GAAP does not record a servicing asset. The Company transferred $15.1 million in principal balance of loans to another financial institution during the three months ended March 31, 2023 that were accounted for as secured borrowings. As of March 31, 2023 the amortized cost of those loans recorded in loans held for investment in our balance sheet was $15.1 million. None of the loans were past due or on nonaccrual as of March 31, 2023 and we had no charge-offs of these loans during the three months ended March 31, 2023. See Note 7 – Debt and Other Borrowings – for additional information on transfers accounted for as secured borrowings.

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 revised opening retained earnings of the earliest period presented for losses incurred in earlier periods and revised 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/A 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 as previously reported in the Company’s restated Annual Report on Form 10-K/A for the year ended December 31, 2022.

The table below discloses the net change (increase or (decrease)) included in each condensed consolidated statements of income and comprehensive income (loss) line items in this Form 10-Q/A, as a result of the revisions discussed above. The revisions to the three months ended March 31, 2023 and 2022 resulted in no change on previously reported basic and diluted EPS from continuing operations.



	For the Three Months Ended March 31,
(dollars in thousands)	2023		2022
Income Statement:
Decrease in interest income	$	(45)	$	(25)
Increase in noninterest expenses		9		45
Decrease in income tax expense		(11)		(14)
Net decrease in net income from continuing operations	$	(43)	$	(56)

Restatement and Revision of Previously Issued Condensed Consolidated Financial Statements

On February 26, 2024, the Audit Committee of the Board of Directors of the Company and the Company’s management team concluded, following discussions with the Company’s independent registered public accounting firm, Forvis Mazars, LLP (“Forvis”), that the Company’s previously issued unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2023 should no longer be relied upon.

The accounting matters underlying the Company’s conclusion related to transfers of loans by the Company’s subsidiary, Primis Bank, of approximately $15.1 million (the “Transferred Loans”) to another financial institution during the first quarter of 2023. As part of the Company’s 2023 year-end reporting process in the first quarter of 2024, the Company determined that the transfer of the Transferred Loans from Primis Bank to the other financial institution did not qualify for sales treatment under U.S. GAAP and should have been accounted for as secured borrowings. The Company’s management team then undertook extensive discussions with Forvis regarding the effect of the mischaracterization of the

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transfers on the Company’s reported financial results, and ultimately determined that the Impacted Financial Statements should be restated.

Additionally, during the 2023 annual independent audit of the Company by Forvis, the Company pursued a pre-clearance process with the Office of the Chief Accountant of the SEC related accounting for the Consumer Program loan portfolio as more fully described in its Annual Report on Form 10-K for the year ended December 31, 2023. The Company received a non-objection from the SEC to the Company’s accounting conclusions required to correct the prior accounting for the Consumer Program. As a result, in consultation with the Company’s Audit Committee to its Board of Directors and its independent registered public accounting firm, Forvis, management determined that the corrections to the Consumer Program accounting was material to the financial statements as of and for the three months ended March 31, 2023, which are also being restated in this Form 10-Q/A. The correction to the Consumer Program accounting in the financial statements as of and for the three months ended March 31, 2022 was not deemed to be material, but for comparison purposes to the current period in this Form 10-Q/A the Company has revised the prior period amounts as applicable.

The primary effects of the restatements for the failed loan sale and Consumer Program as of March 31, 2023, and for the three-month period then ended are shown below.


As of and for the quarter ended March 31, 2023
(In thousands, expect per share data)
			As Revised¹,
Condensed Consolidated Balance Sheet	As Reported		As Restated
Loans held for investment	$	3,043,732	$	3,040,664
Loans held for investment, collateralizing secured borrowings		—		15,141
Allowance for credit losses		(35,727)		(35,803)
Net loans		3,008,005		3,020,002
Deferred tax assets, net		18,825		21,015
Consumer Program derivative asset		—		10,041
Other assets		60,041		49,389
Total assets		4,205,406		4,218,982
Total deposits		3,667,997		3,668,094
Secured borrowings		—		15,038
Other liabilities		27,617		28,905
Total liabilities		3,805,141		3,821,564
Retained earnings		110,591		107,744
Stockholders' equity	$	400,265	$	397,418
Condensed Consolidated Statement of Income and Comprehensive Income (Loss)
Interest and fees on loans	$	41,351	$	38,450
Total interest and dividend income		47,159		44,258
Interest on other borrowings		3,705		3,892
Total interest expense		18,749		18,936
Net interest income		28,410		25,322
Provision for credit losses		5,187		5,263
Net interest income after provision for credit losses		23,223		20,059
Consumer program derivative		—		11,443
Credit enhancement income		4,886		—
Gain on sale of loans		478		51
Other noninterest income		217		256
Total noninterest income		11,532		17,670
Credit enhancement costs		873		—
Miscellaneous lending expenses		—		885
Other operating expenses		3,249		2,794

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Total noninterest expenses		27,397		26,954
Income before income taxes		7,358		10,775
Income tax expense		1,583		2,412
Net income	$	5,775	$	8,363
Comprehensive income	$	8,150	$	10,738
EPS – Basic	$	0.23	$	0.34
EPS – Diluted	$	0.23	$	0.34
Condensed Consolidated Statement of Changes in Stockholders’ Equity
Net income, three months ended March 31, 2023	$	5,775	$	8,363
Retained earnings, March 31, 2023		110,591		107,744
Total stockholders' equity, March 31, 2023	$	400,265	$	397,418
Condensed Consolidated Statement of Cash Flows
Operating activities
Net income	$	5,775	$	8,363
Provision for credit losses		5,187		5,263
Net change in fair value of Consumer program derivative		—		(10,514)
Net gains on sale of loans		(478)		(51)
Credit enhancement income		(4,886)		—
Provision (benefit) for deferred income taxes		(1,167)		(1,772)
Net (increase) decrease in other assets		(1,726)		(645)
Net increase (decrease) in other liabilities		4,839		6,126
Net cash and cash equivalents (used in) provided by operating activities		(11,155)		(11,929)
Investing activities
Net (increase) decrease in loans	$	(97,841)	$	(112,113)
Net cash and cash equivalents used in investing activities		(75,703)		(89,975)
Financing activities
Change in secured borrowings		—		15,038
Net cash and cash equivalents provided by financing activities	$	616,124	$	631,170
Supplemental disclosure of cash flow information
Cash payment for interest		16,288		16,420

¹ These balances include revisions from the Company’s original Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 to reflect adjustments related to the fraud losses, as described in the Company’s restated Annual Report on Form 10-K/A as of and for the year ended December 31, 2022.

The primary effects of the revisions related to the Consumer Program as of March 31, 2022, and for the three-month period then ended are shown below.

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As of and for the quarter ended March 31, 2022
(In thousands, expect per share data)
		As Reported	As Revised¹
Condensed Consolidated Statement of Income and Comprehensive Income (Loss)
Interest and fees on loans	$	24,749	$	24,701
Total interest and dividend income		26,585		26,537
Interest on other borrowings		1,358		1,371
Total interest expense		3,731		3,744
Net interest income		22,854		22,793
Net interest income after provision for credit losses		22,755		22,694
Consumer program derivative		—		54
Other noninterest income		364		170
Total noninterest income		2,090		2,145
Miscellaneous lending expenses		—		390
Other operating expenses		2,279		1,955
Total noninterest expenses		18,987		19,053
Income before income taxes		5,858		5,786
Income tax expense		1,265		1,267
Net income	$	4,593	$	4,519
Comprehensive income (loss)	$	(5,974)	$	(6,048)
EPS – Basic	$	0.19	$	0.18
EPS – Diluted	$	0.19	$	0.18
Condensed Consolidated Statement of Changes in Stockholders’ Equity
Net income, three months ended March 31, 2022	$	4,593	$	4,519
Retained earnings, March 31, 2022		101,533		99,617
Total stockholders' equity, March 31, 2022	$	404,195	$	402,279
Condensed Consolidated Statement of Cash Flows
Operating activities
Net income	$	4,593	$	4,519
Net change in fair value of Consumer program derivative		—		14
Provision (benefit) for deferred income taxes		—		(28)
Net (increase) decrease in other assets		469		395
Net increase (decrease) in other liabilities		(4,197)		(4,079)
Net cash and cash equivalents (used in) provided by operating activities		3,043		2,998
Investing activities
Net (increase) decrease in loans	$	(53,248)	$	(53,204)
Net cash and cash equivalents used in investing activities		(56,814)		(56,769)

¹ These balances include revisions from the Company’s original Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 to reflect adjustments related to the fraud losses, as described in the Company’s restated Annual Report on Form 10-K/A as of and for the year ended December 31, 2022.

Recent Accounting Pronouncements

In March 2022, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 2022-02, Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors in ASC 310-40 and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under FASB ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancing and restructurings for borrowers experiencing financial difficulty. The Company adopted the guidance in the

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first quarter of 2023, which did not have a material impact on the Company’s consolidated financial statements and disclosures.

2. INVESTMENT SECURITIES

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


	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
March 31, 2023
Residential government-sponsored mortgage-backed securities	$	116,844	$	—	$	(14,927)	$	101,917
Obligations of states and political subdivisions		34,026		21		(4,047)		30,000
Corporate securities		16,000		—		(1,922)		14,078
Collateralized loan obligations		5,021		—		(130)		4,891
Residential government-sponsored collateralized mortgage obligations		27,388		26		(1,779)		25,635
Government-sponsored agency securities		17,731		—		(2,631)		15,100
Agency commercial mortgage-backed securities		38,871		—		(4,274)		34,597
SBA pool securities		5,302		11		(63)		5,250
Total	$	261,183	$	58	$	(29,773)	$	231,468


	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
December 31, 2022
Residential government-sponsored mortgage-backed securities	$	119,371	$	1	$	(16,491)	$	102,881
Obligations of states and political subdivisions		34,103		2		(4,927)		29,178
Corporate securities		16,000		—		(1,172)		14,828
Collateralized loan obligations		5,022		—		(146)		4,876
Residential government-sponsored collateralized mortgage obligations		28,643		—		(2,048)		26,595
Government-sponsored agency securities		17,719		—		(3,103)		14,616
Agency commercial mortgage-backed securities		42,180		—		(4,763)		37,417
SBA pool securities		5,998		13		(87)		5,924
Total	$	269,036	$	16	$	(32,737)	$	236,315

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


	Amortized		Gross Unrecognized				Allowance for		Fair
	Cost		Gains		Losses		Credit Losses		Value
March 31, 2023
Residential government-sponsored mortgage-backed securities	$	10,146	$	—	$	(841)	$	—	$	9,305
Obligations of states and political subdivisions		2,722		4		(32)		—		2,694
Residential government-sponsored collateralized mortgage obligations		247		—		(16)		—		231
Total	$	13,115	$	4	$	(889)	$	—	$	12,230

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	Amortized		Gross Unrecognized				Allowance for		Fair
	Cost		Gains		Losses		Credit Losses		Value
December 31, 2022
Residential government-sponsored mortgage-backed securities	$	10,522	$	—	$	(1,007)	$	—	$	9,515
Obligations of states and political subdivisions		2,721		3		(46)		—		2,678
Residential government-sponsored collateralized mortgage obligations		277		—		(21)		—		256
Total	$	13,520	$	3	$	(1,074)	$	—	$	12,449

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

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


	Available-for-Sale				Held-to-Maturity
	Amortized				Amortized
	Cost		Fair Value		Cost		Fair Value
Due within one year	$	1,500	$	1,493	$	—	$	—
Due in one to five years		10,021		9,258		868		868
Due in five to ten years		29,178		25,747		1,519		1,491
Due after ten years		32,079		27,571		335		335
Residential government-sponsored mortgage-backed securities		116,844		101,917		10,146		9,305
Residential government-sponsored collateralized mortgage obligations		27,388		25,635		247		231
Agency commercial mortgage-backed securities		38,871		34,597		—		—
SBA pool securities		5,302		5,250		—		—
Total	$	261,183	$	231,468	$	13,115	$	12,230

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

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

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

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

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


	Less than 12 months				12 Months or More				Total
March 31, 2023	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Available-for-Sale	value		Losses		value		Losses		value		Losses
Residential government-sponsored mortgage-backed securities	$	5,551	$	(232)	$	96,257	$	(14,695)	$	101,808	$	(14,927)
Obligations of states and political subdivisions		4,246		(24)		22,042		(4,023)		26,288		(4,047)
Corporate securities		5,684		(316)		8,394		(1,606)		14,078		(1,922)
Collateralized loan obligations		—		—		4,891		(130)		4,891		(130)
Residential government-sponsored collateralized mortgage obligations		5,793		(149)		15,087		(1,630)		20,880		(1,779)
Government-sponsored agency securities		—		—		15,100		(2,631)		15,100		(2,631)
Agency commercial mortgage-backed securities		1,114		(7)		33,483		(4,267)		34,597		(4,274)
SBA pool securities		23		(0)		3,322		(63)		3,345		(63)
Total	$	22,411	$	(728)	$	198,576	$	(29,045)	$	220,987	$	(29,773)


	Less than 12 months				12 Months or More				Total
March 31, 2023	Fair		Unrecognized		Fair		Unrecognized		Fair		Unrecognized
Held-to-Maturity	value		Losses		value		Losses		value		Losses
Residential government-sponsored mortgage-backed securities	$	626	$	(28)	$	8,679	$	(813)	$	9,305	$	(841)
Obligations of states and political subdivisions		504		(1)		403		(30)		907		(32)
Residential government-sponsored collateralized mortgage obligations		61		(2)		170		(14)		231		(16)
Total	$	1,191	$	(31)	$	9,253	$	(857)	$	10,443	$	(889)


	Less than 12 months				12 Months or More				Total
December 31, 2022	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Available-for-Sale	value		Losses		value		Losses		value		Losses
Residential government-sponsored mortgage-backed securities	$	23,484	$	(2,268)	$	79,283	$	(14,223)	$	102,767	$	(16,491)
Obligations of states and political subdivisions		10,026		(388)		17,609		(4,539)		27,635		(4,927)
Corporate securities		14,828		(1,172)		—		—		14,828		(1,172)
Collateralized loan obligations		—		—		4,876		(146)		4,876		(146)
Residential government-sponsored collateralized mortgage obligations		22,343		(1,375)		4,252		(673)		26,595		(2,048)
Government-sponsored agency securities		1,484		(16)		13,132		(3,087)		14,616		(3,103)
Agency commercial mortgage-backed securities		13,031		(371)		24,386		(4,392)		37,417		(4,763)
SBA pool securities		529		(38)		3,243		(49)		3,772		(87)
Total	$	85,725	$	(5,628)	$	146,781	$	(27,109)	$	232,506	$	(32,737)

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	Less than 12 months				12 Months or More				Total
December 31, 2022	Fair		Unrecognized		Fair		Unrecognized		Fair		Unrecognized
Held-to-Maturity	value		Losses		value		Losses		value		Losses
Residential government-sponsored mortgage-backed securities	$	9,457	$	(1,002)	$	58	$	(5)	$	9,515	$	(1,007)
Obligations of states and political subdivisions		1,255		(46)		—		—		1,255		(46)
Residential government-sponsored collateralized mortgage obligations		75		(4)		181		(17)		256		(21)
Total	$	10,787	$	(1,052)	$	239	$	(22)	$	11,026	$	(1,074)

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


	Unrealized Holding
	Gains (Losses) on
For the three months ended March 31, 2023	Available-for-Sale
Beginning balance	$	(25,850)
Current period other comprehensive income (loss)		2,375
Ending balance	$	(23,475)


	Unrealized Holding
	Gains on
For the three months ended March 31, 2022	Available-for-Sale
Beginning balance	$	1,112
Current period other comprehensive income (loss)		(10,567)
Ending balance	$	(9,455)

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3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (Revised and Restated)

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


	March 31, 2023		December 31, 2022
Loans held for sale	$	42,011	$	27,626
Loans held for investment
Loans secured by real estate:
Commercial real estate - owner occupied¹	$	463,850	$	459,866
Commercial real estate - non-owner occupied		576,065		579,733
Secured by farmland		4,946		5,970
Construction and land development		151,880		148,690
Residential 1-4 family		606,293		609,694
Multi-family residential		139,978		140,321
Home equity lines of credit		64,606		65,152
Total real estate loans		2,007,618		2,009,426

Commercial loans²		555,080		520,741
Paycheck Protection Program loans		2,603		4,564
Consumer loans		484,383		405,278
Total Non-PCD loans		3,049,684		2,940,009
PCD loans		6,121		6,628
Total loans held for investment	$	3,055,805	$	2,946,637

¹ Includes $4.8 million related to loans collateralizing secured borrowings.

² Includes $10.3 million related to loans collateralizing secured borrowings.

Accrued Interest Receivable

Accrued interest receivable on loans totaled $13.0 million and $10.8 million at March 31, 2023 and December 31, 2022, respectively, and is included in other assets in the consolidated balance sheets.

Nonaccrual and Past Due Loans

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

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


	30 - 59		60 - 89		90
	Days		Days		Days		Total		Loans Not		Total
March 31, 2023	Past Due		Past Due		or More		Past Due		Past Due		Loans
Commercial real estate - owner occupied	$	54	$	103	$	—	$	157	$	463,693	$	463,850
Commercial real estate - non-owner occupied		—		15		19,336		19,351		556,714		576,065
Secured by farmland		514		1,146		—		1,660		3,286		4,946
Construction and land development		971		—		—		971		150,909		151,880
Residential 1-4 family		2,742		286		573		3,601		602,692		606,293
Multi- family residential		—		—		—		—		139,978		139,978
Home equity lines of credit		378		199		244		821		63,785		64,606
Commercial loans		—		599		1,366		1,965		553,115		555,080
Paycheck Protection Program loans		64		10		1,625		1,699		904		2,603
Consumer loans		2,653		1,197		1		3,851		480,532		484,383
Total Non-PCD loans		7,376		3,555		23,145		34,076		3,015,608		3,049,684
PCD loans		—		—		1,261		1,261		4,860		6,121
Total	$	7,376	$	3,555	$	24,406	$	35,337	$	3,020,468	$	3,055,805


	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

Table of Contents

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


	90			Less Than	Total		Nonaccrual With
	Days			90 Days	Nonaccrual		No Credit
March 31, 2023	or More			Past Due	Loans ⁽¹⁾		Loss Allowance ⁽²⁾
Commercial real estate - owner occupied	$	—	$	501	$	501	$	501
Commercial real estate - non-owner occupied		19,336		—		19,336		14,538
Secured by farmland		—		517		517		517
Construction and land development		—		26		26		27
Residential 1-4 family		573		8,782		9,355		9,354
Home equity lines of credit		244		297		541		541
Commercial loans		1,366		86		1,452		82
Consumer loans		1		407		408		408
Total Non-PCD loans		21,520		10,616		32,136		25,968
PCD loans		1,261		—		1,261		1,261
Total	$	22,781	$	10,616	$	33,397	$	27,229

	90			Less Than	Total		Nonaccrual With
	Days			90 Days	Nonaccrual		No Credit
December 31, 2022	or More			Past Due	Loans ⁽¹⁾		Loss Allowance ⁽²⁾
Commercial real estate - owner occupied	$	—	$	509	$	509	$	509
Commercial real estate - non-owner occupied		19,641		—		19,641		19,641
Secured by farmland		—		713		713		713
Construction and land development		—		29		29		29
Residential 1-4 family		304		8,995		9,299		9,299
Home equity lines of credit		249		301		550		550
Commercial loans		2,956		121		3,077		121
Paycheck Protection Program loans		—		4		4		4
Consumer loans		200		134		334		299
Total Non-PCD loans		23,350		10,806		34,156		31,165
PCD loans		1,328		—		1,328		1,328
Total	$	24,678	$	10,806	$	35,484	$	32,493

(1)	Nonaccrual loans include SBA guaranteed amounts totaling $0.6 million at both March 31, 2023 and December 31, 2022.

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

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

Table of Contents

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



															Revolving
															Loans
													Revolving		Converted
	2023		2022		2021		2020		2019		Prior		Loans		To Term		Total
Commercial real estate - owner occupied	$	—	$	—	$	—	$	—	$	—	$	501	$	—	$	—	$	501
Commercial real estate - non-owner occupied		—		—		149		—		—		19,187		—		—		19,336
Secured by farmland		—		—		—		—		3		514		—		—		517
Construction and land development		—		—		—		—		—		26		—		—		26
Residential 1-4 family		—		281		—		—		7,962		836		—		276		9,355
Home equity lines of credit		—		—		—		—		—		54		467		20		541
Commercial loans		—		—		—		4		—		1,448		—		—		1,452
Consumer loans		—		230		143		—		—		—		35		—		408
Total non-PCD nonaccruals		—		511		292		4		7,965		22,566		502		296		32,136
PCD loans		—		—		—		—		—		1,261		—		—		1,261
Total nonaccrual loans	$	—	$	511	$	292	$	4	$	7,965	$	23,827	$	502	$	296	$	33,397

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

Modifications Provided to Borrowers Experiencing Financial Difficulty

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

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

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

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

Table of Contents

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

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

Credit Quality Indicators

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

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

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

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

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

Table of Contents

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


															Revolving
															Loans
														Revolving	Converted
	2023		2022		2021		2020		2019		Prior		Loans		To Term		Total
Commercial real estate - owner occupied
Pass	$	8,862	$	116,519	$	58,757	$	18,861	$	21,735	$	224,374	$	3,753	$	6,902	$	459,763
Special Mention		—		—		220		—		—		917		—		—		1,137
Substandard		—		—		—		—		—		2,950		—		—		2,950
Doubtful		—		—		—		—		—		—		—		—		—
	$	8,862	$	116,519	$	58,977	$	18,861	$	21,735	$	228,241	$	3,753	$	6,902	$	463,850
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		3.77		3.24		3.47		3.38		3.27		3.49		3.61		3.96		3.42
Commercial real estate - nonowner occupied
Pass	$	2,187	$	28,404	$	125,141	$	44,144	$	41,243	$	284,940	$	4,111	$	3,046	$	533,216
Special Mention		—		—		—		1,557		—		21,355		—		601		23,513
Substandard		—		—		149		—		—		19,187		—		—		19,336
Doubtful		—		—		—		—		—		—		—		—		—
	$	2,187	$	28,404	$	125,290	$	45,701	$	41,243	$	325,482	$	4,111	$	3,647	$	576,065
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		3.43		3.37		3.08		3.82		3.95		3.84		2.87		3.33		3.65
Secured by farmland
Pass	$	—	$	100	$	14	$	110	$	—	$	2,530	$	1,488	$	187	$	4,429
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		3		514		—		—		517
Doubtful		—		—		—		—		—		—		—		—		—
	$	—	$	100	$	14	$	110	$	3	$	3,044	$	1,488	$	187	$	4,946
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		N/A		4.00		4.00		4.00		N/A		4.02		3.98		3.13		3.98
Construction and land development
Pass	$	3,513	$	54,072	$	63,604	$	838	$	3,199	$	24,851	$	809	$	12	$	150,898
Special Mention		—		—		—		—		—		955		—		—		955
Substandard		—		—		—		—		—		27		—		—		27
Doubtful		—		—		—		—		—		—		—		—		—
	$	3,513	$	54,072	$	63,604	$	838	$	3,199	$	25,833	$	809	$	12	$	151,880
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		3.75		3.19		3.05		3.60		3.43		3.59		3.37		4.00		3.22
Residential 1-4 family
Pass	$	6,938	$	151,893	$	157,220	$	43,273	$	59,156	$	171,404	$	1,747	$	3,157	$	594,788
Special Mention		—		—		—		—		—		181		—		—		181
Substandard		—		281		—		—		7,962		2,334		—		747		11,324
Doubtful		—		—		—		—		—		—		—		—		—
	$	6,938	$	152,174	$	157,220	$	43,273	$	67,118	$	173,919	$	1,747	$	3,904	$	606,293
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	175	$	—	$	—	$	175
Weighted average risk grade		3.09		3.09		3.04		3.07		3.42		3.22		3.98		3.60		3.15
Multi- family residential
Pass	$	—	$	11,190	$	21,793	$	18,195	$	7,029	$	76,582	$	3,549	$	662	$	139,000
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		685		—		293		978
Doubtful		—		—		—		—		—		—		—		—		—
	$	—	$	11,190	$	21,793	$	18,195	$	7,029	$	77,267	$	3,549	$	955	$	139,978
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		N/A		3.77		3.00		3.90		3.00		3.31		4.00		4.61		3.39
Home equity lines of credit
Pass	$	—	$	495	$	435	$	51	$	50	$	4,286	$	57,804	$	945	$	64,066
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		54		466		20		540
Doubtful		—		—		—		—		—		—		—		—		—
	$	—	$	495	$	435	$	51	$	50	$	4,340	$	58,270	$	965	$	64,606
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		N/A		3.00		3.00		3.00		3.00		3.90		3.05		3.89		3.12
Commercial loans
Pass	$	65,433	$	278,838	$	56,018	$	6,984	$	5,385	$	28,120	$	104,379	$	7,157	$	552,314
Special Mention		—		—		—		13		62		—		661		374		1,110
Substandard		—		—		—		4		66		1,586		—		—		1,656
Doubtful		—		—		—		—		—		—		—		—		—
	$	65,433	$	278,838	$	56,018	$	7,001	$	5,513	$	29,706	$	105,040	$	7,531	$	555,080
Current period gross charge offs	$	—	$	—	$	—	$	—	$		$	159	$	1,590	$	—	$	1,749
Weighted average risk grade		2.64		3.11		3.37		3.36		3.89		3.61		3.42		3.82		3.19

Table of Contents



															Revolving
															Loans
														Revolving	Converted
	2023		2022		2021		2020		2019		Prior		Loans		To Term		Total
Paycheck Protection Program loans
Pass	$	—	$	—	$	1,558	$	1,045	$	—	$	—	$	—	$	—	$	2,603
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
	$	—	$	—	$	1,558	$	1,045	$	—	$	—	$	—	$	—	$	2,603
Current period gross charge offs	$	—	$	—	$	—	$	17	$	—	$	—	$	—	$	—	$	17
Weighted average risk grade		N/A		N/A		2.00		2.00		N/A		N/A		N/A		N/A		2.00
Consumer loans
Pass	$	216,886	$	228,234	$	27,779	$	1,344	$	274	$	4,608	$	4,561	$	—	$	483,686
Special Mention		—		—		—		—		—		65		—		—		65
Substandard		—		232		365		—		—		—		35		—		632
Doubtful		—		—		—		—		—		—		—		—		—
	$	216,886	$	228,466	$	28,144	$	1,344	$	274	$	4,673	$	4,596	$	—	$	484,383
Current period gross charge offs	$	60	$	2,222	$	201	$	—	$	—	$	—	$	—	$	—	$	2,483
Weighted average risk grade		4.01		2.79		3.71		3.99		3.98		4.01		3.08		N/A		3.41
PCD
Pass	$	—	$	—	$	—	$	—	$	—	$	3,264	$	—	$	—	$	3,264
Special Mention		—		—		—		—		—		1,312		—		—		1,312
Substandard		—		—		—		—		—		1,545		—		—		1,545
Doubtful		—		—		—		—		—		—		—		—		—
	$	—	$	—	$	—	$	—	$	—	$	6,121	$	—	$	—	$	6,121
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		N/A		N/A		N/A		N/A		N/A		4.62		N/A		N/A		4.62
Total	$	303,819	$	870,258	$	513,053	$	136,419	$	146,164	$	878,626	$	183,363	$	24,103	$	3,055,805
Current period gross charge offs	$	60	$	2,222	$	201	$	17	$	—	$	334	$	1,590	$	—	$	4,424
Weighted average risk grade		3.69		3.06		3.17		3.50		3.54		3.57		3.31		3.78		3.35

Table of Contents

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


															Revolving
															Loans
														Revolving	Converted
	2022		2021		2020		2019		2018		Prior		Loans		To Term		Total
Commercial real estate - owner occupied
Pass	$	116,545	$	58,202	$	19,178	$	21,985	$	27,397	$	202,484	$	3,389	$	6,740	$	455,920
Special Mention		—		—		—		—		—		988		—		—		988
Substandard		—		—		—		—		—		2,958		—		—		2,958
Doubtful		—		—		—		—		—		—		—		—		—
	$	116,545	$	58,202	$	19,178	$	21,985	$	27,397	$	206,430	$	3,389	$	6,740	$	459,866
Weighted average risk grade		3.25		3.45		3.38		3.27		3.43		3.50		3.52		3.96		3.42
Commercial real estate - nonowner occupied
Pass	$	28,128	$	126,291	$	44,696	$	41,631	$	55,702	$	228,735	$	4,173	$	3,065	$	532,421
Special Mention		—		—		1,566		—		926		24,580		—		601		27,673
Substandard		—		—		—		—		13,066		6,573		—		—		19,639
Doubtful		—		—		—		—		—		—		—		—		—
	$	28,128	$	126,291	$	46,262	$	41,631	$	69,694	$	259,888	$	4,173	$	3,666	$	579,733
Weighted average risk grade		3.36		3.16		3.82		3.95		4.01		3.82		2.87		3.33		3.68
Secured by farmland
Pass	$	141	$	16	$	110	$	—	$	—	$	3,425	$	551	$	85	$	4,328
Special Mention		—		—		—		—		—		649		—		112		761
Substandard		—		—		—		6		—		875		—		—		881
Doubtful		—		—		—		—		—		—		—		—		—
	$	141	$	16	$	110	$	6	$	—	$	4,949	$	551	$	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	$	6,768	$	6,369	$	9,228	$	20,883	$	100,207	$	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	$	6,837	$	6,533	$	9,228	$	22,561	$	102,316	$	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

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															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	$	139,364	$	149,995	$	156,531	$	744,763	$	178,986	$	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 March 31, 2023		For the three months ended March 31, 2022
Commercial real estate - owner occupied	$	216	$	—
Secured by farmland		—		95
Residential 1-4 family		155		257
Home equity lines of credit		—		746
Commercial loans		—		181
Total loans	$	371	$	1,279

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

Allowance For Credit Losses – Loans

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

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

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

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

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


	Commercial		Commercial										Home
	Real Estate		Real Estate				Construction						Equity
	Owner		Non-owner		Secured by		and Land		1-4 Family		Multi-Family		Lines Of		Commercial		Consumer		PCD
March 31, 2023	Occupied		Occupied		Farmland		Development		Residential		Residential		Credit		Loans		Loans		Loans		Total
Modeled expected credit losses	$	4,909		6,203		2		872		3,890		1,723		328		4,798		6,798		—	$	29,523
Q-factor and other qualitative adjustments		395		727		19		408		453		364		22		869		4		—		3,261
Specific allocations		—		231		—		—		—		—		—		843		—		1,945		3,019
Total	$	5,304	$	7,161	$	21	$	1,280	$	4,343	$	2,087	$	350	$	6,510	$	6,802	$	1,945	$	35,803

	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 March 31, 2023 and 2022 is summarized below (in thousands):


	Commercial		Commercial
	Real Estate		Real Estate				Construction						Home Equity
	Owner		Non-owner		Secured by		and Land		1-4 Family		Multi-Family		Lines Of		Commercial		Consumer		PCD
Three Months Ended March 31, 2023	Occupied		Occupied		Farmland		Development		Residential		Residential		Credit		Loans		Loans		Loans		Total
Allowance for credit losses:
Beginning balance	$	5,558	$	7,147	$	25	$	1,373	$	4,091	$	2,201	$	329	$	7,853	$	3,895	$	2,072	$	34,544
Provision (recovery)		(254)		14		(4)		(205)		266		(114)		21		423		5,243		(127)		5,263
Charge offs		—		—		—		—		(175)		—		—		(1,766)		(2,483)		—		(4,424)
Recoveries		—		—		—		112		161		—		—		—		147		—		420
Ending balance	$	5,304	$	7,161	$	21	$	1,280	$	4,343	$	2,087	$	350	$	6,510	$	6,802	$	1,945	$	35,803

Three Months Ended March 31, 2022
Allowance for credit losses:
Beginning balance	$	4,562	$	9,028	$	56	$	998	$	3,588	$	3,280	$	437	$	4,088	$	787	$	2,281	$	29,105
Provision (recovery)		(389)		(115)		(7)		31		243		(991)		(47)		1,208		276		(110)		99
Charge offs		—		—		—		—		—		—		(14)		—		(47)		—		(61)
Recoveries		—		—		—		—		57		—		—		170		9		—		236
Ending balance	$	4,173	$	8,913	$	49	$	1,029	$	3,888	$	2,289	$	376	$	5,466	$	1,025	$	2,171	$	29,379

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

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


	March 31, 2023				December 31, 2022
	Loan		Specific		Loan		Specific
	Balance ⁽¹⁾		Allocations		Balance ⁽¹⁾		Allocations
Commercial real estate - owner occupied	$	2,790	$	—	$	2,795	$	—
Commercial real estate - non-owner occupied		19,187		231		19,641		—
Secured by farmland		514		—		525		—
Construction and land development		—		—		—		—
Residential 1-4 family		9,903		—		9,636		—
Multi- family residential		978		—		996		—
Home equity lines of credit		—		—		21		—
Commercial loans		1,370		843		2,979		2,193
Consumer loans		-		—		259		42
Total non-PCD loans		34,742		1,074		36,852		2,235
PCD loans		6,121		1,945		6,628		2,072
Total loans	$	40,863	$	3,019	$	43,480	$	4,307

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

4. DERIVATIVES (Restated)

Consumer Program Derivative

The Company has a derivative instrument in connection with its agreement with a third-party that originates loans that are held on the Company’s balance sheet. The third-party provides credit support and reimbursement for lost interest under the agreement and the Company provides performance fees to the third-party on performing loans. Specifically, a portion of the originated loans are originated with a promotional period where interest accrues on the loans but is not owed to the Company unless and until the loan begins to amortize. If the borrower prepays the principal on the loan prior to the end of the promotional period the accrued interest is waived, but becomes due to the Company from the third-party under the agreement. This expected payment of waived interest to the Company along with performance fees due to the third-party comprise the value of the derivative.

The fair value of the derivative instrument was an asset of $10.0 million recorded in the consolidated balance sheets in “Consumer Program derivative asset” as of March 31, 2023 and a liability of $0.5 million recorded in the consolidated balance sheets in “Consumer Program derivative liability” as of December 31, 2022. The underlying expected cash flows were $12.9 million and $0.6 million as of March 31, 2023 and December 31, 2022, respectively. The Company calculates the fair value of this derivative using a discounted cash flow model using inputs that are inherently judgmental and reflect management’s best estimates of the assumptions a market participant would use to calculate the fair value. The most significant inputs and assumptions in determining the value of the derivative are noted below ($ in thousands).

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	March 31, 2023
					Weighted
	Low		High		Average
Remaining cumulative charge-offs	$	878	$	17,062	$	n/a
Remaining cumulative promotional prepayments	$	38,496	$	70,355	$	46,214
Average life (years)		n/a		n/a		1.8
Discount rate		4.12%		14.15%		14.07%

	December 31, 2022
					Weighted
	Low		High		Average
Remaining cumulative charge-offs	$	—	$	6,777	$	n/a
Remaining cumulative promotional prepayments	$	26,211	$	47,902	$	30,251
Average life (years)		n/a		n/a		2.2
Discount rate		4.21%		14.25%		8.53%

During the three months ended March 31, 2023 and 2022, the total Consumer Program derivative income was $11.4 million and $54 thousand, respectively, and was recorded in noninterest income in the Consolidated Statements of Income and Comprehensive Income (Loss). The $11.4 million in 2023 was comprised of $10.5 million of fair value gains on the derivative valuation adjustments and income of $0.9 million related to the credit support and reimbursement of lost interest due from the third-party under the agreement. The $54 thousand in 2022 was comprised of $68 thousand of income related to the credit support and reimbursement of lost interest due from the third-party under the agreement, net of fair value losses of $14 thousand related to derivative valuation adjustments.

Mortgage Banking Derivatives and Financial Instruments

The Company enters into IRLCs (“interest rate lock commitments”) to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time (generally between 30 and 90 days), with borrowers who have applied for a loan and have met certain credit and underwriting criteria. The IRLCs are adjusted for estimated costs to originate the loan as well as the probability that the mortgage loan will fund within the terms of the IRLC (the pullthrough rate). Estimated costs to originate include loan officer commissions and overrides. The pullthrough rate is estimated on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. The Company obtains an analysis from a third party on a monthly basis to support the reasonableness of the pullthrough estimate.

Best efforts and mandatory forward loan sale commitments are commitments to sell individual mortgage loans using both best efforts and mandatory delivery at a fixed price to an investor at a future date. Forward loan sale commitments that are mandatory delivery are accounted for as derivatives and carried at fair value, determined as the amount that would be necessary to settle the derivative financial instrument at the balance sheet date. Forward loan sale commitments that are best efforts are not derivatives but can be and have been accounted for at fair value, determined in a similar manner to those that are mandatory delivery. Forward loan sale commitments are recorded on the balance sheet as derivative assets and derivative liabilities with changes in their fair values recorded in mortgage banking income in the statement of operations.

The key unobservable inputs used in determining the fair value of IRLCs are as follows for the three months ended March 31, 2023:


	Inputs
Average pullthrough rates	88.98%
Average costs to originate	1.36%

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The following summarizes derivative and non-derivative financial instruments as of March 31, 2023 and December 31, 2022:


	March 31, 2023
	Fair		Notional
Derivative financial instruments:	Value		Amount
Derivative assets ⁽¹⁾	$	1,355	$	44,903
Derivative liabilities	$	453	$	55,000
⁽¹⁾Pullthrough rate adjusted
	March 31, 2023
	Fair		Notional
Non-derivative financial instruments:	Value		Amount
Best efforts assets	$	78	$	8,600



	December 31, 2022
	Fair		Notional
Derivative financial instruments:	Value		Amount
Derivative assets ⁽¹⁾	$	921	$	25,368
Derivative liabilities	$	98	$	25,028
⁽¹⁾Pullthrough rate adjusted
	December 31, 2022
	Fair		Notional
Non-derivative financial instruments:	Value		Amount
Best efforts assets	$	18	$	2,658

The notional amounts of mortgage loans held for sale not committed to investors was $17.0 million and $20.0 million as of March 31, 2023 and December 31, 2022, respectively.

The Company has exposure to credit loss in the event of contractual non-performance by its trading counterparties in derivative instruments that the Company uses in its rate risk management activities. The Company manages this credit risk by selecting only counterparties that the Company believes to be financially strong, spreading the risk among multiple counterparties, by placing contractual limits on the amount of unsecured credit extended to any single counterparty and by entering into netting agreements with counterparties, as appropriate.

5. FAIR VALUE (Revised and Restated)

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

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Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability

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


			Fair Value Measurements Using
					Significant
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
	Total at		Identical Assets		Inputs		Inputs
(dollars in thousands)	March 31, 2023		(Level 1)		(Level 2)		(Level 3)
Assets:
Available-for-sale securities
Residential government-sponsored mortgage-backed securities	$	101,917	$	—	$	101,917	$	—
Obligations of states and political subdivisions		30,000		—		30,000		—
Corporate securities		14,078		—		14,078		—
Collateralized loan obligations		4,891		—		4,891		—
Residential government-sponsored collateralized mortgage obligations		25,635		—		25,635		—
Government-sponsored agency securities		15,100		—		15,100		—
Agency commercial mortgage-backed securities		34,597		—		34,597		—
SBA pool securities		5,250		—		5,250		—
		231,468		—		231,468		—
Loans held for sale		42,011		—		42,011		—
Consumer Program derivative		10,041				—		10,041
Mortgage banking financial assets		78		—		—		78
Mortgage banking derivative assets		1,355		—		—		1,355
Total assets	$	284,953	$	—	$	273,479	$	11,474

Liabilities:
Mortgage banking derivative liabilities	$	453	$	—	$	—	$	453
Total liabilities	$	453	$	—	$	—	$	453

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			Fair Value Measurements Using
					Significant
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
	Total at		Identical Assets		Inputs		Inputs
(dollars in thousands)	December 31, 2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Available-for-sale securities
Residential government-sponsored mortgage-backed securities	$	102,881	$	—	$	102,881	$	—
Obligations of states and political subdivisions		29,178		—		29,178		—
Corporate securities		14,828		—		14,828		—
Collateralized loan obligations		4,876		—		4,876		—
Residential government-sponsored collateralized mortgage obligations		26,595		—		26,595		—
Government-sponsored agency securities		14,616		—		14,616		—
Agency commercial mortgage-backed securities		37,417		—		37,417		—
SBA pool securities		5,924		—		5,924		—
		236,315		—		236,315		—
Loans held for sale		27,626		—		27,626		—
Mortgage banking financial assets		21		—		—		21
Mortgage banking derivative assets		945		—		921		24
Total assets	$	264,907	$	—	$	264,862	$	45

Liabilities:
Consumer Program derivative	$	473	$	—	$	—	$	473
Mortgage banking financial liabilities		4		—		—	$	4
Mortgage banking derivative liabilities		122		—		115		7
Total liabilities	$	599	$	—	$	115	$	484

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

(dollars in thousands)

March 31, 2023

(Level 1)

(Level 2)

(Level 3)

Collateral dependent loans

40,453

—

40,453

Assets held for sale

3,115

—

3,115

Fair Value Measurements Using

Significant

Quoted Prices in

Other

Significant

Active Markets for

Observable

Unobservable

Total at

Identical Assets

Inputs

(dollars in thousands)

December 31, 2022

(Level 1)

(Level 2)

(Level 3)

Collateral dependent loans

47,832

—

47,832

Assets held for sale

3,115

—

3,115

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Fair Value of Financial Instruments

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


		March 31, 2023				December 31, 2022
	Fair Value	Carrying		Fair		Carrying		Fair
	Hierarchy Level	Amount		Value		Amount		Value
Financial assets:
Cash and cash equivalents	Level 1	$	607,125	$	607,125	$	77,859	$	77,859
Securities available-for-sale	Level 2		231,468		231,468		236,315		236,315
Securities held-to-maturity	Level 2		13,115		12,230		13,520		12,449
Stock in Federal Reserve Bank and Federal Home Loan Bank	Level 2		12,083		12,083		25,815		25,815
Preferred investment in mortgage company	Level 2		3,005		3,005		3,005		3,005
Net loans	Level 3		3,020,002		2,923,102		2,912,093		2,809,163
Loans held for sale	Level 2		42,011		42,011		27,626		27,626
Accrued interest receivable	Level 2		14,153		14,153		12,004		12,004
Consumer Program derivative	Level 3		10,041		10,041		—		—
Mortgage banking financial assets	Level 3		78		78		21		21
Mortgage banking derivative assets	Level 2 and 3		1,355		1,355		945		945

Financial liabilities:
Demand deposits and NOW accounts	Level 2	$	1,332,903	$	1,332,903	$	1,200,259	$	1,200,259
Money market and savings accounts	Level 2		1,836,627		1,836,627		1,057,151		1,057,151
Time deposits	Level 3		498,564		496,343		465,057		462,376
Securities sold under agreements to repurchase	Level 1		4,346		4,346		6,445		6,445
FHLB advances	Level 1		—		—		325,000		325,000
Junior subordinated debt	Level 2		9,794		8,734		9,781		9,181
Senior subordinated notes	Level 2		85,588		83,987		85,531		84,347
Secured borrowings	Level 3		15,038		15,038		—		—
Accrued interest payable	Level 2		5,767		5,767		3,261		3,261
Consumer Program derivative	Level 3		—		—		473		473
Mortgage banking financial liabilities	Level 3		—		—		4		4
Mortgage banking derivative liabilities	Level 2 and 3		453		453		122		122

Carrying amount is the estimated fair value for cash and cash equivalents (including federal funds sold), loans held for sale, accrued interest receivable and payable, mortgage banking financial assets and liabilities, mortgage banking derivative assets and liabilities, Consumer Program derivative asset and liability, demand deposits, savings accounts, money market accounts and FHLB advances, secured borrowings, and securities sold under agreements to repurchase.

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

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6. LEASES

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

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


	For the Three Months Ended
(in thousands except for percent and period data)	March 31, 2023			March 31, 2022
Other information:
Weighted-average remaining lease term - operating leases, in years		7.6			4.4
Weighted-average discount rate - operating leases		3.7	%		2.5	%

The following table summarizes the maturity of remaining lease liabilities:



	As of
(dollars in thousands)	March 31, 2023
Lease payments due:
2023	$	1,572
2024		1,655
2025		1,230
2026		1,169
2027		1,133
Thereafter		4,810
Total lease payments		11,569
Less: imputed interest		(1,770)
Lease liabilities	$	9,799

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

7. DEBT AND OTHER BORROWINGS (Restated)

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

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

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

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commercial mortgage loans, and investment securities supporting borrowing capacity of approximately $541.6 million from the FHLB.

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

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

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

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

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

Secured Borrowings

The Company transferred $15.1 million in principal balance of loans to another financial institution during the three months ended March 31, 2023 that were accounted for as secured borrowings. The balance of secured borrowings was $15.0 million as of March 31, 2023 and the remaining amortized cost balance of the underlying loans was $15.1 million. None of the loans underlying the secured borrowings were past due 30 days or greater or on nonaccrual as of March 31, 2023 and were all internally rated as "pass" loans as presented in our "credit quality indicators" section of Note 3 - Loans and Allowance for Credit Losses. The loans were included in our allowance for credit losses process and an allowance was calculated on the loans as part of their inclusion in a pool with other loans with similar credit risk characteristics. There were no charge - offs of the loans underlying the secured borrowings during the three months ended March 31, 2023. The underlying loans collateralize the borrowings and cannot be sold or pledged by the Company.

8. 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 three months ended March 31, 2023 follows:


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise		Contractual	Value
	Shares	Price		Term	(in thousands)
Options outstanding, beginning of period	203,300	$	11.41	1.3	$	102
Expired	(12,000)
Exercised	(8,000)
Options outstanding, end of period	183,300	$	11.47	1.1	$	4

Exercisable at end of period	183,300	$	11.47	1.1464		4

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

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


		Weighted		Weighted
		Average		Average
		Grant-Date		Remaining
		Fair Value		Contractual
	Shares	Per Share		Term
Unvested restricted stock outstanding, beginning of period	68,700	$	14.24	2.4
Vested	(17,850)		15.12
Forfeited	(2,000)		15.43
Unvested restricted stock outstanding, end of period	48,850	$	13.87	2.3

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

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


			Weighted	Weighted
			Average	Average
			Grant-Date	Remaining
			Fair Value	Contractual
	Shares		Per Share	Term
Unvested Units outstanding, beginning of period	153,960	$	13.02	3.6
Granted	—		—
Vested	—		—
Unvested Units outstanding, end of period	153,960	$	13.02	2.9

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

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

9. COMMITMENTS AND CONTINGENCIES (Restated)

Financial Instruments with Off-Balance Sheet Risk

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

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

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

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

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


	2023		2022
Balance as of January 1	$	1,416	$	977
Credit loss expense		98		260
Balance as of March 31,	$	1,514	$	1,237

Commitments

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

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

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At March 31, 2023 and December 31, 2022, we had unfunded lines of credit and undisbursed construction loan funds totaling $526.3 million and $540.6 million, respectively, not all of which will ultimately be drawn. Virtually all of our unfunded lines of credit and undisbursed construction loan funds are variable rate. The amount of certificate of deposit accounts maturing in less than one year was $380.3 million as of March 31, 2023, including $100.0 million of brokered CDs. Management anticipates that funding requirements for these commitments can be met in the normal course.

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

10. EARNINGS PER SHARE (Restated)

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


			Weighted
			Average
	Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount

For the three months ended March 31, 2023
Basic EPS	$	8,363	24,626	$	0.34
Effect of dilutive stock options and unvested restricted stock		—	59		—
Diluted EPS	$	8,363	24,685	$	0.34


For the three months ended March 31, 2022
Basic EPS	$	4,519	24,504	$	0.18
Effect of dilutive stock options and unvested restricted stock		—	159		—
Diluted EPS	$	4,519	24,663	$	0.18

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

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11. SEGMENT INFORMATION (Restated)

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

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

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

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

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


	As of and for the year ended March 31, 2023
	Primis Mortgage		Primis Bank		Consolidated

Interest income	$	396	$	43,862	$	44,258
Interest expense		—		18,936		18,936
Net interest income		396		24,926		25,322
Provision for loan losses		—		5,263		5,263
Noninterest income		4,315		13,355		17,670
Noninterest expense		4,988		21,966		26,954
Income before income taxes		(277)		11,052		10,775
Income tax expense (benefit)		(65)		2,477		2,412
Net income (loss)	$	(212)	$	8,575	$	8,363
Assets	$	46,877	$	4,172,105	$	4,218,982

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Revised and Restated)

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

Restatement and Revision of Previously Issued Financial Statements

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) has been amended and restated to give effect to the Restatement, as more fully described in the “Restatement and Revision of Previously Issued Condensed Consolidated Financial Statements” section of Note 1 – Accounting Policies to the Company's accompanying unaudited condensed consolidated financial statements contained elsewhere in this Amendment. For further detail regarding the Restatement, see “Explanatory Note” and Part I, Item 4, “Controls and Procedures” contained in this Amendment. We have also revised this MD&A, where applicable, for effects of the revisions discussed in the “Retained Earnings Revisions” and “Restatement and Revision of Previously Issued Condensed Consolidated Financial Statements” sections of Note 1 – Accounting Policies.

FORWARD-LOOKING STATEMENTS (Restated)

Statements and financial discussion and analysis contained in this Quarterly Report on Form 10-Q/A 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/A, as well as the Risk Factors previously disclosed in our restated Annual Report on Form 10-K/A for the year ended December 31, 2022, factors that could contribute to those differences include, but are not limited to:

●

the effects of future economic, business and market conditions and disruptions in the credit and financial markets, domestic and foreign;

●

the ongoing impact of COVID-19 pandemic on our assets, business, cash flows, financial condition, liquidity, prospects and results of operations; 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;

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●

our ability to implement our various strategic and growth initiatives, including our Panacea Financial and Life Premium Finance Divisions, new digital banking platform, V1BE fulfillment service and Primis Mortgage Company;

●

adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions;

●

changes in the local economies in our market areas which adversely affect our customers and their ability to transact profitable business with us, including the ability of our borrowers to repay their loans according to their terms or a change in the value of the related collateral;

●

changes in interest rates, inflation, loan demand, real estate values, or competition, as well as labor shortages, supply chain disruptions, the threat of recession and volatile equity capital markets;

●

changes in the availability of funds resulting in increased costs or reduced liquidity, as well as the adequacy of our cash flow from operations and borrowings to meet our short-term liquidity needs;

●

a deterioration or downgrade in the credit quality and credit agency ratings of the investment securities in our investment securities portfolio;

●

impairment concerns and risks related to our investment securities portfolio of collateralized mortgage obligations, agency mortgage-backed securities and obligations of states and political subdivisions;

●

the incurrence and possible impairment of goodwill associated with current or future acquisitions and possible adverse short-term effects on our results of operations;

●

increased credit risk in our assets and increased operating risk caused by a material change in commercial, consumer and/or real estate loans as a percentage of our total loan portfolio, including as a result of the financial impact of COVID-19, 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 level of concentration in unsecured consumer loans;

●

risk related to a third-party’s ability to satisfy its contractual obligation to reimburse us for waived interest on loans with promotional features that pay off early;

●

failure to prevent a breach to our Internet-based system and online commerce security;

●

changes in the levels of loan prepayments and the resulting effects on the value of our loan portfolio;

●

the failure of assumptions and estimates underlying the establishment of and provisions made to the allowance for credit losses;

●

our ability to expand and grow our business and operations, including the establishment of additional branches and acquisition of additional branches and banks, and our ability to realize the cost savings and revenue enhancements we expect from such activities;

●

government intervention in the U.S. financial system, including the effects of legislative, tax, accounting and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Jumpstart Our Business Startups Act, the Consumer Financial Protection Bureau, the capital ratios of Basel III as adopted by the federal banking authorities, the Tax Cuts and Jobs Act of 2017 and the CARES Act, as well as the possibility that the U.S. could default on its debt obligations and the risk of inflation and interest rate increases resulting from monetary and fiscal stimulus response, which may have unanticipated adverse effects on our customers, and our financial condition and results of operations;

●

uncertainty related to the transition away from the London Inter-bank Offered Rate (“LIBOR”);

●

increased competition for deposits and loans adversely affecting rates and terms;

●

the continued service of key management personnel;

●

the potential payment of interest on demand deposit accounts to effectively compete for customers;

●

potential environmental liability risk associated with properties that we assume upon foreclosure;

●

increased asset levels and changes in the composition of assets and the resulting impact on our capital levels and regulatory capital ratios;

●

risks of current or future mergers and acquisitions, including the related time and cost of implementing transactions and the potential failure to achieve expected gains, revenue growth or expense savings;

●

increases in regulatory capital requirements for banking organizations generally, which may adversely affect our ability to expand our business or could cause us to shrink our business;

●

acts of God or of war or other conflicts, including the current Ukraine/Russia conflict, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions;

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●

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;

●

any inability or failure to implement and maintain effective internal control over financial reporting and/or disclosure control or inability to remediate our existing material weaknesses in our internal controls deemed ineffective;

●

fraudulent and negligent acts by loan applicants, mortgage brokers and our employees;

●

failure to maintain effective internal controls and procedures;

●

the risk that our deferred tax assets could be reduced if future taxable income is less than currently estimated, if corporate tax rates in the future are less than current rates, or if sales of our capital stock trigger limitations on the amount of net operating loss carryforwards that we may utilize for income tax purposes;

●

our ability to attract and retain qualified employees, including as a result of heightened labor shortages;

●

risks related to environmental, social and governance ("ESG") strategies and initiatives, the scope and pace of which could alter our reputation and shareholder, associate, customer and third-party affiliations;

●

negative publicity and the impact on our reputation;

●

our ability to realize the value of derivative assets that are recorded at fair value due to changes in fair value driven by actual results being materially different than our assumptions; 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/A 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/A (or an earlier date to the extent applicable). Except as required by applicable law, we undertake no obligation to update publicly these statements in light of new information or future events.

OVERVIEW

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

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

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Current Economic Environment

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

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FINANCIAL HIGHLIGHTS (Revised and Restated)

●

Net income of $8.4 million for the three months ended March 31, 2023, or $0.34 basic and diluted earnings per share, compared to $4.5 million, or $0.18 basic and diluted earnings per share, for the three months ended March 31, 2022.

●

Total assets as of March 31, 2023 were $4.2 billion, an increase of 18% compared to December 31, 2022.

●

Total cash and cash equivalents grew to $607.1 million, up from $77.9 million at December 31, 2022.

●

Total loans, excluding Paycheck Protection Program (“PPP”) balances as of March 31, 2023, were $3.1 billion, an increase of $111 million, or 3.78%, from December 31, 2022.

●

Total deposits were $3.7 billion at March 31, 2023, an increase of 35% compared to December 31, 2022.

●

Non-time deposits increased to $3.2 billion at March 31, 2023, an increase of $912.2 million, or 40%, compared to December 31, 2022.

●

The ratio of gross loans to deposits has declined to 82% at March 31, 2023, from 108% at December 31, 2022.

●

Net interest margin of 2.81% in the first quarter of 2023 was down from 2.96% in the first quarter of 2022.

●

Allowance for credit losses to total loans was 1.17% at March 31, 2023, compared to 1.17% at December 31, 2022.

RESULTS OF OPERATIONS (Revised and Restated)

Net Income

Net income for the three months ended March 31, 2023 was $8.4 million, or $0.34 basic and diluted earnings per share, compared to $4.5 million, or $0.18 basic and diluted earnings per share, for the three months ended March 31, 2022. The 85% increase in net income during the three months ended March 31, 2023 compared to the three months ended March 31, 2022 was driven by Consumer Program derivative income, higher mortgage banking income, and an increase in net interest income in the first quarter of 2023. These increases were partially offset by higher noninterest expenses mainly from an increase in employee compensation and benefits expense in the first quarter of 2023 related to increased head count at the Bank, Primis Mortgage and Panacea and higher provision for credit losses.

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.

Net interest income was $25.3 million for the three months ended March 31, 2023, compared to $22.8 million for the three months ended March 31, 2022. Primis’ net interest margin for the three months ended March 31, 2023 was 2.81%, compared to 2.96% for the three months ended March 31, 2022. Net interest margin was significantly impacted by the successful launch of the Bank’s digital deposit platform along with increased competition in the Company’s core banking markets which increased the cost of deposits in the first quarter of 2023 compared to the first quarter of 2022. Total income on interest-earning assets was $44.3 million and $26.5 million for the three months ended March 31, 2023 and 2022, respectively. The yield on average interest-earning assets was 4.92% and 3.44% for the three months ended March 31, 2023 and 2022, respectively. Increase in yield on average interest-earnings assets was driven by higher rates on cash and loans in the first quarter of 2023. Average interest-bearing liabilities was $2.9 billion compared to $2.4 billion for the three months ended March 31, 2023 and 2022, respectively. The cost of average interest-bearing deposits increased 188 basis points to 2.32% for the three months ended March 31, 2023, compared to 0.44% cost on average interest-bearing deposits for the three months ended March 31, 2022. This increase was driven by the benchmark interest rate increases which in turn drove the increase in interest-bearing deposit pricing. Average rates on our interest-bearing deposits increased in all categories but the largest increases were seen in money market, savings, and time deposits which also had an aggregate increase in average balances of $523 million year-over-year. This was a primary driven in the interest rate spread decreasing to 2.28% for the three months ended March 31, 2023 from 2.80% for the three months ended March 31, 2022.

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


	Average Balance Sheets and Net Interest
	Analysis For the Three Months Ended
	March 31, 2023						March 31, 2022
			Interest						Interest
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate

	(Dollar amounts in thousands)

Assets
Interest-earning assets:
Loans held for sale	$	25,346	$	391	6.26	%	$	—	$	—	—	%
Loans, net of deferred fees ^{(1) (2)}		2,989,925		38,059	5.16	%		2,358,674	$	24,701	4.25	%
Investment securities		246,402		1,584	2.61	%		302,431		1,430	1.92	%
Other earning assets		388,327		4,224	4.41	%		466,952		406	0.35	%
Total earning assets		3,650,000		44,258	4.92	%		3,128,057		26,537	3.44	%
Allowance for credit losses		(34,099)						(29,238)
Investments in mortgage affiliate - held for sale		—						—
Total non-earning assets		284,339						255,900
Total assets	$	3,900,240					$	3,354,719

Liabilities and stockholders' equity
Interest-bearing liabilities:
NOW and other demand accounts	$	722,583	$	2,267	1.27	%	$	817,430	$	666	0.33	%
Money market accounts		824,541		4,801	2.36	%		809,460		858	0.43	%
Savings accounts		593,896		4,750	3.24	%		224,789		149	0.27	%
Time deposits		489,066		3,226	2.68	%		350,368		700	0.81	%
Total interest-bearing deposits		2,630,086		15,044	2.32	%		2,202,047		2,373	0.44	%
Borrowings		285,113		3,892	5.54	%		171,293		1,371	3.25	%
Total interest-bearing liabilities		2,915,199		18,936	2.63	%		2,373,340		3,744	0.64	%
Noninterest-bearing liabilities:
Demand deposits		556,495						545,530
Other liabilities		28,545						23,059
Total liabilities		3,500,239						2,941,929
Stockholders' equity		400,002						412,790
Total liabilities and stockholders' equity	$	3,900,241					$	3,354,719
Net interest income			$	25,322					$	22,793
Interest rate spread					2.28	%					2.80	%
Net interest margin					2.81	%					2.96	%

(1)	Includes loan fees in both interest income and the calculation of the yield on loans.

(2)	Calculations include non-accruing loans in average loan amounts outstanding.

Provision for Credit Losses

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

The Company recorded a provision for credit losses for the three months ended March 31, 2023 and 2022 of $5.3 million and $0.1 million, respectively. Of this provision in the first quarter of 2023, $4.8 million was due to charge-offs and additional reserve calculated in our normal reserve process related to the Consumer Program loans. Excluding this provision amount, the provision for credit losses would have been $0.5 million at March 31, 2023. We had charge-offs totaling $4.4 million and $0.1 million during the three months ended March 31, 2023 and 2022, respectively. Charge-offs

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related to the Consumer Program loans were $2.0 million and $100 thousand during the three months ended March 31, 2023 and 2022, respectively. There were recoveries totaling $0.4 million and $0.2 million during the three months ended March 31, 2023 and 2022, respectively.

The Financial Condition Section of 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 March 31, 2023 and 2022:


	For the Three Months Ended
	March 31,
(dollars in thousands)	2023		2022		Change
Account maintenance and deposit service fees	$	1,224	$	1,351	$	(127)
Income from bank-owned life insurance		420		375		45
(Loss) gain on other investments		(39)		195		(234)
Mortgage banking income		4,315		—		4,315
Gain on sale of loans		51		—		51
Consumer Program derivative		11,443		54		11,389
Other noninterest income		256		170		86
Total noninterest income	$	17,670	$	2,145	$	15,525

Noninterest income increased 724% to $17.7 million for the three months ended March 31, 2023, compared to $2.1 million for the three months ended March 31, 2022. The increase in noninterest income was primarily related to $11.4 million of income on the Consumer Program derivative and $4.3 million of mortgage banking income in the first quarter of 2023. The Consumer Program derivative income was comprised of $10.5 million of fair value adjustment gains and $0.9 million of income related to credit loss reimbursements from the derivative counterparty under the Consumer Program agreement. The increase in mortgage banking income was a result of our purchase of Primis Mortgage in May 2022 and the normal mortgage activities now reflected in our income statement during the first quarter of 2023, which included the fair value adjustments and gains on sales of mortgage loans held for sale.

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Noninterest Expense

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


	For the Three Months Ended
	March 31,
(dollars in thousands)	2023		2022		Change
Salaries and benefits	$	15,028	$	9,625	$	5,403
Occupancy expenses		1,445		1,457		(12)
Furniture and equipment expenses		1,577		1,100		477
Amortization of core deposit intangible		317		341		(24)
Virginia franchise tax expense		849		813		36
Data processing expense		2,251		1,490		761
Marketing expense		569		465		104
Telephone and communication expense		377		382		(5)
Net (gain) loss on other real estate owned		—		(59)		59
Professional fees		862		1,094		(232)
Miscellaneous lending expenses		885		390		495
Other operating expenses		2,794		1,955		839
Total noninterest expenses	$	26,954	$	19,053	$	7,901

Noninterest expenses were $27.0 million during the three months ended March 31, 2023, compared to $19.1 million during the three months ended March 31, 2022. The 41% increase in noninterest expenses was primarily due to a $5.4 million increase in employee compensation in the first quarter of 2023 related to increased head count at the Bank, Primis Mortgage and Panacea compared to 2022. The increase in noninterest expense during the three months ended March 31, 2023 was also attributable to a $0.8 million increase in data processing expense driven by substantially higher application volume on the digital deposit platform as a result of a savings account rate promotion offered during the quarter. A significant driver of the increase in other operating expenses were higher expenses related to Primis Mortgage in the first quarter of 2023. Other notable drivers of the increase in other operating expenses in the quarter include higher FDIC insurance costs and increased fraud losses, primarily driven by increased check fraud activity. Increases in noninterest expense were offset by a decline in professional fees due to expenses associated with bringing certain V1BE activities in-house in the first quarter of 2022.

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FINANCIAL CONDITION (Revised and Restated)

Balance Sheet Overview

Total assets were $4.2 billion as of March 31, 2023 and $3.6 billion as of December 31, 2022. Total cash and cash equivalents were $607.1 million as of March 31, 2023 and $77.9 million as of December 31, 2022. Investment securities decreased from $249.8 million as of December 31, 2022 to $244.6 million as of March 31, 2023. Total loans increased 4%, from $2.9 billion at December 31, 2022 to $3.1 billion at March 31, 2023. Total deposits were $3.7 billion at March 31, 2023, compared to $2.7 billion at December 31, 2022 and total equity was $397.4 million and $389.0 million at March 31, 2023 and December 31, 2022, respectively.

Stockholder’s equity balances increased $8.4 million from December 31, 2022 to March 31, 2023 as a result of a decrease in unrealized mark-to-market adjustments on the Company’s available-for-sale securities portfolio due to marginal increases in market interest rates during the first quarter of 2023 coupled with $8.4 million of net income. The Company has the intention to hold these securities until maturity or recovery of the value and does not anticipate realizing any losses on the investments.

Loans

Total loans were $3.1 billion and $2.9 billion at March 31, 2023 and December 31, 2022, respectively. PPP loans totaled $2.6 million at March 31, 2023 and $4.6 million at December 31, 2022, respectively. Excluding PPP loans, loans outstanding increased $111 million, or 4%, since December 31, 2022.

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

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


	March 31, 2023				December 31, 2022
	Amount		Percent		Amount		Percent
Loans secured by real estate:
Commercial real estate - owner occupied	$	463,850	15.2	%	$	459,866	15.6	%
Commercial real estate - non-owner occupied		576,065	18.9	%		579,733	19.7	%
Secured by farmland		4,946	0.2	%		5,970	0.2	%
Construction and land development		151,880	5.0	%		148,690	5.0	%
Residential 1-4 family		606,293	19.8	%		609,694	20.7	%
Multi- family residential		139,978	4.6	%		140,321	4.8	%
Home equity lines of credit		64,606	2.1	%		65,152	2.2	%
Total real estate loans		2,007,618	65.7	%		2,009,426	68.2	%

Commercial loans		555,080	18.2	%		520,741	17.7	%
Paycheck protection program loans		2,603	0.1	%		4,564	0.2	%
Consumer loans		484,383	15.9	%		405,278	13.8	%
Total Non-PCD loans		3,049,684	99.8	%		2,940,009	99.8	%
PCD loans		6,121	0.2	%		6,628	0.2	%
Total loans	$	3,055,805	100.0	%	$	2,946,637	100.0	%

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Consumer Program Loans

The Company has $197.0 million and $134.4 million of loans outstanding in the Consumer Program as of March 31, 2023 and December 31, 2022, respectively, or 6% and 5% of our total gross loan portfolio as of each date. Loans in the Consumer Program are included within the Consumer Loan category disclosures in this footnote. As of March 31, 2023, 40% of the loans were in a promotional period requiring no payment of interest on their loans with 21% of these promotional loan periods ending in the next 12 months and the remaining ending within 24 months of March 31, 2023. As of December 31, 2022, 44% of the loans were in a promotional period requiring no payment of interest on their loans with 21% and 79% of these promotional loan periods ending in 2023 and 2024, respectively.

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


			After 1 Year				After 5 Years
			Through 5 Years				Through 15 Years				After 15 Years
	One Year		Fixed		Floating		Fixed		Floating		Fixed		Floating
	or Less		Rate		Rate		Rate		Rate		Rate		Rate		Total
Loans secured by real estate:
Commercial real estate - owner occupied	$	34,006	$	122,770	$	17,621	$	121,828	$	2,336	$	70,342	$	94,947	$	463,850
Commercial real estate - non-owner occupied		32,343		182,392		25,529		55,872		1,393		219,393		59,143		576,065
Secured by farmland		836		1,206		78		1,079		—		1,355		392		4,946
Construction and land development		97,144		35,342		11,562		5,335		807		1,655		35		151,880
Residential 1-4 family		19,500		49,985		7,825		53,020		74,645		371,901		29,417		606,293
Multi- family residential		8,526		57,132		20,460		19,019		—		27,708		7,133		139,978
Home equity lines of credit		9,977		1,182		11,750		5,037		71		36,589		-		64,606
Total real estate loans		202,332		450,009		94,825		261,190		79,252		728,943		191,067		2,007,618
Commercial loans		137,299		90,996		117,783		37,259		1,137		13,153		157,453		555,080
Paycheck protection program loans		24		2,369		—		—		—		—		210		2,603
Consumer loans		1,885		269,618		51,117		70,749		2,443		5		88,566		484,383
Total Non-PCD loans		341,540		812,992		263,725		369,198		82,832		742,101		437,296		3,049,684
PCD loans		3,098		1,353		—		1,129		400		141		-		6,121
Total loans	$	344,638	$	814,345	$	263,725	$	370,327	$	83,232	$	742,242	$	437,296	$	3,055,805

The following table sets forth the contractual maturity ranges of our Consumer Program loan portfolio as of March 31, 2023, which is only originated at fixed rates (in thousands):


					After Five
	One Year or		After One Year		Through Ten
	Less		to Five Years		Years		After 10 Years		Total
Consumer Program Loans	$	68	$	129,757	$	63,522	$	3,625	$	196,972

The following table describes the period over which our Consumer Program loans that are currently in a no interest promotional period will exit that promotional period and begin to amortize. All of these promotional loans amortize over four years from the date they exit the promotional period if not prepaid before the end of the promotional period (in thousands):

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	Amount ending		Amount ending
	No Interest		No Interest
	Promo Period		Promo Period		Total No
	in next 12		in next 13-24		Interest promo
	months		months		as of 3/31/23
Consumer Program Loans	$	16,838	$	62,091	$	78,929

During the three months ended March 31, 2023, $600 thousand of promotional loans paid off prior to the end of their promotional periods while $258 thousand of promotional loans reached the end of the promotional period and entered amortization.

Asset Quality

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

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

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

Total calculated reserves increased by $1.3 million to $35.8 million at the end of March 31, 2023 compared to $34.5 million at December 31, 2022, primarily due to the $109.2 million in total loan growth experienced in the first quarter of 2023.

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


	March 31,			December 31,
	2023			2022
Nonaccrual loans	$	33,397		$	35,484
Loans past due 90 days and accruing interest		1,625			3,361
Total nonperforming assets		35,022			38,845

SBA guaranteed amounts included in nonperforming loans	$	2,206		$	3,969

Allowance for credit losses to total loans		1.17	%		1.17	%
Allowance for credit losses to nonaccrual loans		107.20	%		97.35	%
Allowance for credit losses to nonperforming loans		102.23	%		88.93	%
Nonaccrual to total loans		1.10	%		1.20	%
Nonperforming assets excluding SBA guaranteed loans to total assets		0.78	%		0.98	%

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

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

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Investment Securities

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

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

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

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


	March 31,		December 31,
	2023		2022
Available-for-sale investment securities:
Residential government-sponsored mortgage-backed securities	$	101,917	$	102,881
Obligations of states and political subdivisions		30,000		29,178
Corporate securities		14,078		14,828
Collateralized loan obligations		4,891		4,876
Residential government-sponsored collateralized mortgage obligations		25,635		26,595
Government-sponsored agency securities		15,100		14,616
Agency commercial mortgage-backed securities		34,597		37,417
SBA pool securities		5,250		5,924
Total	$	231,468	$	236,315

Held-to-maturity investment securities:
Residential government-sponsored mortgage-backed securities	$	10,146	$	10,522
Obligations of states and political subdivisions		2,722		2,721
Residential government-sponsored collateralized mortgage obligations		247		277
Total	$	13,115	$	13,520

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

Deposits and Other Borrowings

Deposits

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

Total deposits increased 35% to $3.7 billion at March 31, 2023 from $2.7 billion at December 31, 2022. The increase in deposits from year-end was primarily driven by the substantial growth in the Bank’s new digital deposit platform in the

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first quarter of 2023. The majority of the growth was in savings accounts with the remainder largely in NOW accounts. Savings accounts increased 295% from $245.8 million as of December 31, 2022 to $971.5 million at March 31, 2023. NOW accounts increased 35% from $617.7 million at December 31, 2022 to $835.3 million at March 31, 2023. Our deposits are diversified in type and by underlying customer and lack significant concentrations to any type of customer (i.e. commercial, consumer, government) or industry.

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

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

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

Other Borrowings

We use other borrowed funds to support our liquidity needs and to temporarily satisfy our funding needs from increased loan demand and for other shorter term purposes. We are a member of the FHLB and are authorized to obtain advances from the FHLB from time to time as needed. The FHLB has a credit program for members with different maturities and interest rates, which may be fixed or variable. We are required to collateralize our borrowings from the FHLB with purchases of FHLB stock and other collateral acceptable to the FHLB. As of March 31, 2023 and December 31, 2022, total FHLB borrowings were $0 and $325.0 million, respectively. The decrease in FHLB borrowings was a result of the deposit growth during the first quarter of 2023 that primarily funded our loan growth and supported other funding needs and allowing us to repay our FHLB advances. As of March 31, 2023, we had $541.6 million of unused and available FHLB lines of credit.

Other borrowings can consist of federal funds purchased, secured borrowings due to failed loan sales, and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions with customers. The balance in repo accounts was $4.3 million and $6.4 million at March 31, 2023 and December 31, 2022, respectively.

We had secured borrowings of $15.0 million as of March 31, 2023 related to loan transfers to another financial institution during the three months ended March 31, 2023 that did not meet the criteria to be treated as a sale under relevant accounting guidance. These borrowings reflect the cash received for transferring the loans to the other financial institution and any unamortized sale premium and are secured by approximately the same amount of loans held for investment that are recorded in our balance sheet. We retained the servicing of the loans that were transferred and accordingly receive principal and interest from the borrower as contractually required and transfer the interest to the other financial institution net of our contractually agreed upon servicing fee. The loans transferred have an average maturity of approximately ten years which will be the time over which the principal balance of the loans in our balance sheet and secured borrowings will pay down, absent borrower prepayments. For additional information on secured borrowings refer to “Note 1 –Accounting Policies” in this Form 10-Q/A.

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Liquidity and Funds Management

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

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

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

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

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

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

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

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

Capital Resources

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

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

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


	Minimum
	Required for
	Capital		To Be		Actual Ratio at
	Adequacy		Categorized as		March 31,		December 31,
	Purposes		Well Capitalized⁽¹⁾		2023		2022
Primis Financial Corp.
Leverage ratio	4.00	%	n/a		8.53	%	9.52	%
Common equity tier 1 capital ratio	4.50	%	n/a		9.86	%	10.07	%
Tier 1 risk-based capital ratio	6.00	%	n/a		10.18	%	10.40	%
Total risk-based capital ratio	8.00	%	n/a		13.99	%	14.33	%

Primis Bank
Leverage ratio	4.00	%	5.00	%	10.15	%	11.24	%
Common equity tier 1 capital ratio	7.00	%	6.50	%	12.18	%	12.40	%
Tier 1 risk-based capital ratio	8.50	%	8.00	%	12.18	%	12.40	%
Total risk-based capital ratio	10.50	%	10.00	%	13.37	%	13.59	%

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

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

Primis Financial Corp. and Primis Bank remain well-capitalized under Basel III capital requirements. Primis Bank had a capital conservation buffer of 5.37% at March 31, 2023, which exceeded the 2.50% minimum requirement below which the regulators may impose limits on distributions.

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

CRITICAL ACCOUNTING POLICIES (Restated)

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

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Revised and Restated)

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 March 31, 2023 and December 31, 2022. All changes are within our Asset/Liability Risk Management Policy guidelines.


	Sensitivity of Economic Value of Equity
	As of March 31, 2023
							Economic Value of
	Economic Value of Equity						Equity as a % of
Change in Interest Rates			$ Change		% Change		Total		Equity
in Basis Points (Rate Shock)	Amount		From Base		From Base		Assets		Book Value

	(dollar amounts in thousands)
Up 400	$	345,671	$	(26,491)	(7.12)	%	8.19	%	86.98	%
Up 300		351,887		(20,275)	(5.45)	%	8.34	%	88.54	%
Up 200		357,100		(15,062)	(4.05)	%	8.46	%	89.86	%
Up 100		371,689		(473)	(0.13)	%	8.81	%	93.53	%
Base		372,162		—	—	%	8.82	%	93.64	%
Down 100		356,560		(15,602)	(4.19)	%	8.45	%	89.72	%
Down 200		322,713		(49,449)	(13.29)	%	7.65	%	81.20	%

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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)	%	13.49	%	123.70	%
Up 300		496,136		(48,409)	(8.89)	%	13.91	%	127.55	%
Up 200		510,807		(33,738)	(6.20)	%	14.32	%	131.32	%
Up 100		534,163		(10,382)	(1.91)	%	14.98	%	137.33	%
Base		544,545		—	—	%	15.27	%	140.00	%
Down 100		539,297		(5,248)	(0.96)	%	15.12	%	138.65	%

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


	Sensitivity of Net Interest Income
	As of March 31, 2023
	Adjusted Net Interest Income
Change in Interest Rates			$ Change
in Basis Points (Rate Shock)	Amount		From Base

	(dollar amounts in thousands)
Up 400	$	99,957	$	(10,338)
Up 300		102,031		(8,264)
Up 200		104,100		(6,195)
Up 100		107,705		(2,590)
Base		110,295		—
Down 100		111,317		1,022
Down 200		110,329		34


	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 (Restated)

(a)Evaluation of Disclosure Controls and Procedures. 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.

As of the end of the period covered by this quarterly report on Form 10-Q/A, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), 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 CEO and CFO have concluded that these controls and procedures are not effective as of the end of the period covered by this Quarterly Report on Form 10-Q/A. This conclusion was reached as a result of the continued remediation of previously identified material weaknesses in its internal controls over financial reporting as further described in Item 9A in the restated 2022 Annual Report on Form 10-K/A related to complex accounting arrangements and also due to the identification of an additional material weakness related to the transfer of certain loans to another financial institution during the three months ended March 31, 2023.

Management identified the additional material weakness over the Company’s internal controls over financial reporting for the three months ended March 31, 2023 related to accounting determinations for transfers of financial assets including lack of a formally designed process and procedure for evaluation of loan transfers. The existing procedures did not outline the process to be taken and individuals to be involved in assessment of the proper accounting for loan transfers and were not sufficient enough to facilitate a proper conclusion on loan transfer transactions.

As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Amendment. The Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2023, at the reasonable assurance level, because of the material weakness in internal controls, which were disclosed in the Company's restated Annual Report on Form 10-K/A for the year ended December 31, 2022 (with respect to the Consumer Program) and Current Report on Form 8-K on March 1, 2024 (with respect to the loan transfers). Notwithstanding the material weaknesses, the Company’s management, including the CEO and CFO, has concluded that the condensed consolidated financial statements, included in the Form 10-Q/A, for the three months ended March 31, 2023, fairly present, in all material respects, the Company's financial condition, results of operations and cash-flows for the periods presented in conformity with generally accepted accounting principles.

Remediation Plans

(i)	Complex accounting arrangements

Management continues to review and make changes to the overall design of its internal control environment, including implementing additional internal controls over the identification of complex agreements the Company enters into and ensuring the appropriate level of review of these agreements by an individual with the requisite accounting expertise. The Company is adding additional internal controls to its financial close and reporting process to enhance the effectiveness of internal controls over financial reporting to require appropriate levels of accounting management review of new transactions. Additionally, the Company will seek appropriate third-party accounting expertise when it determines a transaction contains complex arrangements that management does not have sufficient expertise to assess and conclude upon. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period. The Company has made progress in the remediation efforts related to the material weakness and anticipates the control weakness to be remediated as soon as possible.

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(ii) Loan transfers

Management continues to review and make changes to the overall design of its internal control environment, including implementing additional internal controls over the identification of loan transfer transactions and management review of the transactions. The Company has added additional internal controls to its financial close and reporting process to enhance the effectiveness of internal controls over financial reporting. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period. The Company has made progress in the remediation efforts related to the material weakness and anticipates the control weakness to be remediated as soon as possible.

The Company’s remediation efforts include:

●

created a specific control in its quarterly financial close process to facilitate the identification of loan transfers and trigger an accounting review;

●

created a process to assess loan transfers in accordance with applicable accounting guidance;

●

established procedures to enable the accounting assessment in accordance with U.S. GAAP; and

●

developed criteria that facilitates the decision process for use of outside legal counsel to assist in evaluating the legal isolation requirement.

The Company’s actions are subject to ongoing executive management review and are also subject to audit committee oversight. If the Company is unable to successfully remediate the material weakness, or if in the future, the Company identifies further material weaknesses in its internal control over financial reporting, the Company may not detect errors on a timely basis, and its condensed consolidated financial statements may be materially misstated. Management may determine that additional measures are required to address control deficiencies, strengthen internal control over financial reporting, or it may determine to modify the remediation measures described above.

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

PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

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

ITEM 1A – RISK FACTORS (Restated)

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

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

The recent bank failures and related negative media attention have generated significant market trading volatility among publicly traded bank holding companies and, in particular, regional, as well as community banks like the Company.

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

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

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

Not applicable.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

Not applicable.

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ITEM 6 – EXHIBITS (Restated)

(a) Exhibits.


Exhibit No.		Description

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

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

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

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

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

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

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

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

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

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

+ Management contract or compensatory plan or arrangement

* Filed with this Quarterly Report on Form 10-Q/A

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

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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)


October 25, 2024		/s/ Dennis J. Zember, Jr.
(Date)		Dennis J. Zember, Jr.
		President and Chief Executive Officer



October 25, 2024		/s/ Matthew Switzer
(Date)		Matthew Switzer
		Executive Vice President and Chief Financial Officer

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Primis Financial (FRST) 10-Q/A2023 Q1 Quarterly report (amended)

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