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 September 30, 2023

Commission File No. 001-33037

PRIMIS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)


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

1676 International Drive, Suite 900

McLean, Virginia 22102

(Address of principal executive offices) (zip code)

(703) 893-7400

(Registrant’s telephone number, including area code)

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


Title of each class:	Trading symbol	Name of each exchange on which registered:
Common Stock, par value $0.01 per share	FRST	NASDAQ Global Market

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

Yes ☐ No ☒

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

Yes ☒ No ☐

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


Large accelerated filer ☐	Accelerated filer ☒	Smaller reporting company ☐

Non-accelerated filer ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No ☒

As of November 1, 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 September 30, 2023 originally filed with the Securities and Exchange Commission (the “SEC”) on November 9, 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 quarter ended September 30, 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 November 9, 2023. The Original 10-Q reflected the fraud losses in each period presented and this Form 10-Q/A reflects final adjustments to those amounts previously reported.

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, second, and third 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 the accounting for its Consumer Program loan portfolio. 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 and nine months ended September 30, 2023 and 2022, which are also being restated in this Form 10-Q/A.

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 and Revision 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: Part I, Item 1, “Financial Statements”; Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; Item 4, “Controls and Procedures”; and 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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PRIMIS FINANCIAL CORP.

FORM 10-Q/A

September 30, 2023

TABLE OF CONTENTS		PAGE
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements (Revised and Restated)

Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (Revised and restated)		2
Condensed Consolidated Statements of Income (Loss) and Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022 (Revised and restated)		3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022 (Revised and restated)		4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (Revised and restated)		6
Notes to Unaudited Condensed Consolidated Financial Statements (Revised and restated)		7

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations (Revised and restated)		42

Item 3 – Quantitative and Qualitative Disclosures about Market Risk (Revised and restated)		61

Item 4 – Controls and Procedures (Restated)		62

PART II - OTHER INFORMATION

Item 1 – Legal Proceedings		64

Item 1A – Risk Factors (Restated)		64

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		65

Item 3 – Defaults Upon Senior Securities		65

Item 4 – Mine Safety Disclosures		65

Item 5 – Other Information		65

Item 6 - Exhibits (Restated)		66

Signatures		67

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PRIMIS FINANCIAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)


	September 30,		December 31,
	2023		2022
ASSETS	(unaudited)
Cash and cash equivalents:	(Revised and Restated)
Cash and due from financial institutions	$	23,966	$	6,868
Interest-bearing deposits in other financial institutions		69,899		70,991
Total cash and cash equivalents		93,865		77,859

Securities available-for-sale, at fair value (amortized cost of $255,446 and $269,036, respectively)		216,875		236,315

Securities held-to-maturity, at amortized cost (fair value of $10,582 and $12,449, respectively)		11,975		13,520

Loans held for sale, at fair value		57,511		27,626
Loans held for sale, at lower of cost or market		8,755		—
Total loans held for sale		66,266		27,626

Loans held for investment, collateralizing secured borrowings		29,634		—
Loans held for investment		3,148,712		2,946,637
Less: allowance for credit losses		(35,862)		(34,544)
Net loans		3,142,484		2,912,093

Stock in Federal Reserve Bank (FRB) and Federal Home Loan Bank (FHLB)		12,796		25,815
Bank premises and equipment, net		24,878		25,257
Assets held for sale		3,115		3,115
Operating lease right-of-use assets		11,402		5,335
Goodwill		93,459		104,609
Intangible assets, net		2,282		3,254
Bank-owned life insurance		67,176		67,201
Deferred tax assets, net		24,179		19,874
Consumer Program derivative		10,637		—
Other assets		57,470		44,791
Total assets	$	3,838,859	$	3,566,664

LIABILITIES AND STOCKHOLDERS' EQUITY
Noninterest-bearing demand deposits	$	490,719	$	582,572
Interest-bearing deposits:
NOW accounts		803,276		617,687
Money market accounts		800,951		811,365
Savings accounts		746,608		245,786
Time deposits		451,850		465,057
Total interest-bearing deposits		2,802,685		2,139,895
Total deposits		3,293,404		2,722,467

Securities sold under agreements to repurchase		3,838		6,445
FHLB advances		—		325,000
Secured borrowings		29,649		—
Junior subordinated debt		9,818		9,781
Senior subordinated notes		85,706		85,531
Operating lease liabilities		12,347		5,767
Consumer Program derivative		—		473
Other liabilities		26,487		22,232
Total liabilities		3,461,249		3,177,696

Commitments and contingencies (See Note 9)

Stockholders' equity:
Preferred stock, $0.01 par value. Authorized 5,000,000 shares; no shares issued and outstanding		—		—
Common stock, $0.01 par value. Authorized 45,000,000 shares; 24,686,764 and 24,680,097 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		246		246
Additional paid in capital		313,052		312,722
Retained earnings		94,783		101,850
Accumulated other comprehensive loss		(30,471)		(25,850)
Total stockholders' equity		377,610		388,968
Total liabilities and stockholders' equity	$	3,838,859	$	3,566,664

See accompanying notes to unaudited condensed consolidated financial statements.

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

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



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Interest and dividend income:	(Revised and Restated)		(Revised and Restated)		(Revised and Restated)		(Revised and Restated)
Interest and fees on loans	$	45,312	$	30,213	$	125,253	$	81,191
Interest and dividends on taxable securities		1,491		1,417		4,423		4,082
Interest and dividends on tax exempt securities		102		101		305		311
Interest and dividends on other earning assets		1,122		555		12,504		1,409
Total interest and dividend income		48,027		32,286		142,485		86,993
Interest expense:
Interest on deposits		21,576		3,287		61,403		7,971
Interest on other borrowings		2,121		1,870		8,096		4,594
Total interest expense		23,697		5,157		69,499		12,565
Net interest income		24,330		27,129		72,986		74,428
Provision for credit losses		1,616		2,890		11,231		3,411
Net interest income after provision for credit losses		22,714		24,239		61,755		71,017

Noninterest income:
Account maintenance and deposit service fees		1,534		1,525		4,215		4,318
Income from bank-owned life insurance		787		394		1,601		1,147
Mortgage banking income		4,922		2,197		14,435		2,790
Gain on sale of loans		217		—		268		—
Consumer Program derivative		2,033		(871)		15,233		(1,055)
Other noninterest income		231		283		578		864
Total noninterest income		9,724		3,528		36,330		8,064

Noninterest expenses:
Salaries and benefits		13,809		12,594		44,120		32,792
Occupancy expenses		1,633		1,402		4,671		4,277
Furniture and equipment expenses		1,537		1,455		4,966		3,683
Amortization of intangible assets		317		326		952		1,008
Virginia franchise tax expense		849		813		2,546		2,440
FDIC insurance assessment		820		199		2,254		658
Data processing expense		2,250		1,528		7,329		4,311
Marketing expense		377		938		1,467		2,134
Telephone and communication expense		356		342		1,149		1,090
Professional fees		1,118		1,261		3,055		3,182
Miscellaneous lending expenses		424		701		1,878		1,074
Fraud losses		267		263		2,719		373
Goodwill impairment		11,150		—		11,150		—
Other operating expenses		2,041		2,063		6,085		6,438
Total noninterest expenses		36,948		23,885		94,341		63,460
(Loss) income before income taxes		(4,510)		3,882		3,744		15,621
Income tax expense		1,519		969		3,405		3,571
Net (loss) income	$	(6,029)	$	2,913	$	339	$	12,050
Other comprehensive loss:
Unrealized loss on available-for-sale securities	$	(5,557)	$	(12,068)		(5,850)		(36,167)
Tax benefit		(1,167)		(2,534)		(1,229)		(7,595)
Other comprehensive loss		(4,390)		(9,534)		(4,621)		(28,572)
Comprehensive loss	$	(10,419)	$	(6,621)	$	(4,282)	$	(16,522)
(Loss) earnings per share, basic	$	(0.24)	$	0.12	$	0.01	$	0.49
(Loss) earnings per share, diluted	$	(0.24)	$	0.12	$	0.01	$	0.49

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 SEPTEMBER 30, 2023 AND 2022

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


	For the Three Months Ended September 30, 2023
									Accumulated
					Additional				Other
	Common Stock				Paid in		Retained		Comprehensive
	Shares		Amount		Capital		Earnings		Loss		Total
Balance - June 30, 2023		24,690,064	$	246	$	312,976	$	103,281	$	(26,081)	$	390,422
Net loss		—		—		—		(6,029)		—		(6,029)
Other comprehensive loss		—		—		—		—		(4,390)		(4,390)
Dividends on common stock ($0.10 per share)		—		—		—		(2,469)		—		(2,469)
Restricted stock forfeited		(3,300)		—		—		—		—		—
Stock-based compensation expense		—		—		76		—		—		76
Balance - September 30, 2023		24,686,764	$	246	$	313,052	$	94,783	$	(30,471)	$	377,610

		For the Three Months Ended September 30, 2022
									Accumulated
					Additional				Other
	Common Stock				Paid in		Retained		Comprehensive
	Shares		Amount		Capital		Earnings		Loss		Total
Balance - June 30, 2022		24,650,239	$	246	$	312,240	$	101,770	$	(17,926)	$	396,330
Net income		—		—		—		2,913		—		2,913
Other comprehensive loss		—		—		—		—		(9,534)		(9,534)
Dividends on common stock ($0.10 per share)		—		—		—		(2,465)		—		(2,465)
Stock-based compensation expense		—		—		116		—		—		116
Balance - September 30, 2022		24,650,239	$	246	$	312,356	$	102,218	$	(27,460)	$	387,360

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 NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

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


			For the Nine Months Ended September 30, 2023
									Accumulated
					Additional				Other
	Common Stock				Paid in		Retained		Comprehensive
	Shares		Amount		Capital		Earnings		Loss		Total
Balance - December 31, 2022		24,680,097	$	246	$	312,722	$	101,850	$	(25,850)	$	388,968
Net income		—		—		—		339		—		339
Other comprehensive loss		—		—		—		—		(4,621)		(4,621)
Dividends on common stock ($0.30 per share)		—		—		—		(7,406)		—		(7,406)
Shares retired to unallocated		(1,033)		—		—		—		—		—
Stock option exercises		8,000		—		85		—		—		85
Restricted stock granted		5,000		—		—		—		—		—
Restricted stock forfeited		(5,300)		—		—		—		—		—
Repurchase of restricted stock		—		—		(12)		—		—		(12)
Stock-based compensation expense		—		—		257		—		—		257
Balance - September 30, 2023		24,686,764	$	246	$	313,052	$	94,783	$	(30,471)	$	377,610

			For the Nine Months Ended September 30, 2022
									Accumulated
					Additional				Other
	Common Stock				Paid in		Retained		Comprehensive
	Shares		Amount		Capital		Earnings		Income (Loss)		Total
Balance - December 31, 2021		24,574,619	$	245	$	311,127	$	97,555	$	1,112	$	410,039
Net income		—		—		—		12,050		—		12,050
Other comprehensive loss		—		—		—		—		(28,572)		(28,572)
Dividends on common stock ($0.30 per share)		—		—		—		(7,387)		—		(7,387)
Shares retired to unallocated		(538)		—		—		—		—		—
Stock option exercises		27,500		1		278		—		—		279
Restricted stock granted		1,500		—		—		—		—		—
Repurchase of restricted stock		—		—		(8)		—		—		(8)
Stock-based compensation expense		—		—		959		—		—		959
Shares issued in lieu of bonus		47,158		—		—		—		—		—
Balance - September 30, 2022		24,650,239	$	246	$	312,356	$	102,218	$	(27,460)	$	387,360

See accompanying notes to unaudited condensed consolidated financial statements.

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

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


	For the Nine Months Ended September 30,
	2023		2022
Operating activities:	(Revised and Restated)		(Revised and Restated)
Net income	$	339	$	12,050
Adjustments to reconcile net income to net cash and cash equivalents (used in) provided by operating activities:
Depreciation and amortization		6,954		4,941
Net amortization of premiums and (accretion of discounts)		(710)		505
Provision for credit losses		11,231		3,411
Net change in mortgage loans held for sale		(21,554)		7,305
Mortgage banking income		(14,435)		(2,790)
Net gains on sale of loans		(268)		—
Loss on bank premises and equipment and assets held for sale		—		684
Earnings on bank-owned life insurance		(1,571)		(1,147)
Gain on bank-owned life insurance death benefit		(30)		—
Stock-based compensation expense		257		959
Gain on other real estate owned		—		(59)
Goodwill impairment		11,150		—
Deferred income tax benefit		(3,077)		(681)
Net change in fair value of Consumer Program derivative		(11,110)		1,196
Net increase in other assets		(24,636)		(1,733)
Net increase (decrease) in other liabilities		10,842		(1,584)
Net cash and cash equivalents (used in) provided by operating activities		(36,618)		23,057
Investing activities:
Purchases of securities available-for-sale		(10,487)		(32,486)
Proceeds from paydowns, maturities and calls of securities available-for-sale		23,496		27,650
Proceeds from paydowns, maturities and calls of securities held-to-maturity		1,518		8,478
Net decrease (increase) of FRB and FHLB stock		13,019		(1,168)
Net increase in loans		(240,036)		(396,891)
Proceeds from bank-owned life insurance death benefit		873		352
Proceeds from sales of other real estate owned, net of improvements		—		181
Purchases of bank premises and equipment		(1,405)		(706)
Business acquisition, net of cash acquired		—		(4,554)
Net cash and cash equivalents used in investing activities		(213,022)		(399,144)
Financing activities:
Net (decrease) increase in deposits		570,937		(54,896)
Cash dividends paid on common stock		(7,406)		(7,387)
Proceeds from exercised stock options		85		279
Repurchase of restricted stock		(12)		(8)
Proceeds from secured borrowings, net of repayments		29,649		—
Proceeds from (repayment of) short-term FHLB advances		(325,000)		25,000
Repayment of short-term borrowings		—		(19,254)
Decrease in securities sold under agreements to repurchase		(2,607)		(76)
Net cash and cash equivalents provided by (used in) financing activities		265,646		(56,342)
Net change in cash and cash equivalents		16,006		(432,429)
Cash and cash equivalents at beginning of period		77,859		530,167
Cash and cash equivalents at end of period	$	93,865	$	97,738
Supplemental disclosure of cash flow information
Cash payments for:
Interest	$	66,148	$	12,286
Income taxes	$	3,908	$	3,035
Non-cash investing and financing activities:
Initial recognition of operating lease right-of-use assets	$	6,067	$	—
Loans held for investment transferred to loans held for sale	$	8,755	$	—

See accompanying notes to unaudited condensed consolidated financial statements.

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PRIMIS FINANCIAL CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

1. ACCOUNTING POLICIES (Revised and Restated)

As of September 30, 2023, Primis Bank had thirty-two full-service branches in Virginia and Maryland and also provided services to customers through certain online and mobile applications. Thirty full-service retail branches are in Virginia and two full-service retail branches are in Maryland. The Company is headquartered in McLean, Virginia and has an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia. Primis Mortgage Company, a residential mortgage lender headquartered in Wilmington, North Carolina, is also a consolidated subsidiary of Primis Bank.

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

Operating Segments

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

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Basis of Presentation

The unaudited condensed consolidated financial statements and notes thereto have been prepared in accordance with U.S. GAAP for interim financial information and instructions for Form 10-Q and follow general practice within the banking industry. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in 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 condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Estimates that are particularly susceptible to change in the near term include: the determination of the allowance for credit losses, the fair value of investment securities, credit impairment of investment securities, the valuation of goodwill and deferred tax assets. Management monitors and continually reassess these at each reporting period.

Interest Rate Swaps

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

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

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


	September 30, 2023						December 31, 2022
(dollars in thousands)		Amortized Cost Basis		Hedged Asset		Basis Adjustment		Amortized Cost Basis		Hedged Asset		Basis Adjustment
Fixed rate assets	$	971,810	$	244,646	$	(5,354)	$	—	$	—	$	—

Goodwill

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

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

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 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 $11.0 million and $31.8 million in principal balance of loans to other financial institutions during the three and nine months ended September 30, 2023, respectively, that were accounted for as secured borrowings. As of September 30, 2023 the amortized cost of those loans recorded in loans held for investment in our balance sheet was $29.6 million. None of the loans were past due or on nonaccrual as of September 30, 2023 and we had no charge-offs of these loans during the three or nine months ended September 30, 2023. See Note 7 – Debt and Other Borrowings – for additional information on transfers accounted for as secured borrowings.

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The Company transferred $15.7 million in principal balance of loans to third-parties during the three and nine months ended September 30, 2023 that met the requirements to be accounted for as a sale. The Company retained servicing rights on the loans sold and recorded a servicing asset for certain of the sold loans at the time of sale. Subsequent to the date of transfer, the Company has elected to measure servicing assets under the amortization method. Under the amortization method, servicing assets are amortized in proportion to, and over the period of, estimated net servicing income. The amortization of servicing assets is analyzed each reporting period and is adjusted to reflect changes in prepayment speeds, as well as other factors. Servicing assets are evaluated for impairment based on the fair value of those assets. Impairment is determined by assessing the servicing assets based on groupings of predominant risk characteristics, such as interest rate and loan type. If, by servicing asset grouping, the carrying amount of the servicing assets exceeds fair value, a valuation allowance is established through a charge to earnings. The valuation allowance is adjusted as the fair value changes. The Company recorded no impairment of its servicing assets during the three and nine months ended September 30, 2023. Servicing assets are included in other assets in the accompanying condensed consolidated balance sheets. During the three and nine months ended September 30, 2023, the Company had the following activity in regard to its servicing assets (amounts in thousands):


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
(dollars in thousands)	2023		2023
Beginning balance	$	—	$	—
Assets acquired		79		79
Amortization		(1)		(1)
Ending Balance	$	78	$	78

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.

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The table below discloses the net change (increase or (decrease)) included in each condensed consolidated statements of income (loss) and comprehensive loss line items in this Form 10-Q/A for the respective prior periods, as a result of the revisions discussed above. The revisions resulted in no change to basic or diluted EPS for the three months ended September 30, 2022 and a decline in basic EPS of $0.01 and no change to diluted EPS for the nine months ended September 30, 2022.


	For the Three Months Ended September 30,			For the Nine Months Ended September 30,
(dollars in thousands)	2022		2022
Income Statement:
Decrease in interest income	$	(35)	$	(89)
Increase in noninterest expenses		-		92
Decrease in income tax expense		(6)		(36)
Net decrease in net (loss) income	$	(29)	$	(145)

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 and nine months ended September 30, 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 $31.8 million (the “Transferred Loans”) to other financial institution during the three and nine months ended September 30, 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 institutions 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 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 to 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 and nine months ended September 30, 2023 and 2022, which are also being restated in this Form 10-Q/A..

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The primary effects of the restatements for the failed loan sale and Consumer Program as of September 30, 2023, and for the three and nine month periods then ended are shown below.


As of and for the three and nine months ended September 30, 2023
(In thousands, expect per share data)
			As Revised¹,
	As Reported		As Restated
Condensed Consolidated Balance Sheet
Loans held for investment	$	3,145,867	$	3,148,712
Loans held for investment, collateralizing secured borrowings		-		29,634
Allowance for credit losses		(35,767)		(35,862)
Net Loans		3,110,100		3,142,484
Deferred tax assets, net		22,456		24,179
Consumer Program derivative		-		10,637
Other assets		91,647		57,470
Total assets		3,813,775		3,838,859
Secured borrowings		-		29,649
Other liabilities		38,143		26,487
Total liabilities		3,430,909		3,461,249
Retained earnings		100,039		94,783
Stockholders’ equity		382,866		377,610
Total liabilities and stockholders' equity	$	3,813,775	$	3,838,859

Condensed Consolidated Statement of Income and Comprehensive Income (Loss)
Three months ended September 30, 2023
Interest and fees on loans	$	47,771	$	45,312
Total interest and dividend income		50,486		48,027
Interest on other borrowings		1,785		2,121
Total interest expense		23,361		23,697
Net interest income		27,125		24,330
Provision for credit losses		1,648		1,616
Net interest income after provision for credit losses		25,477		22,714
Consumer program derivative		—		2,033
Credit enhancement income		2,047		—
Gain on sale of loans		451		217
Other noninterest income		232		231
Total noninterest income		9,942		9,724
Credit enhancement costs		337		—
Miscellaneous lending expenses		—		424
Other operating expenses		2,521		2,041
Total noninterest expenses		37,074		36,948
(Loss) income before income taxes		(1,655)		(4,510)
Income tax expense		1,912		1,519
Net (loss) income	$	(3,567)	$	(6,029)
Comprehensive loss	$	(7,957)	$	(10,419)
EPS – Basic	$	(0.14)	$	(0.24)
EPS – Diluted	$	(0.14)	$	(0.24)

Nine months ended September 30, 2023
Interest and fees on loans	$	133,047	$	125,253
Total interest and dividend income		150,279		142,485
Interest on other borrowings		7,229		8,096
Total interest expense		68,632		69,499
Net interest income		81,647		72,986
Provision for credit losses		11,136		11,231
Net interest income after provision for credit losses		70,511		61,755
Gain on sale of loans		1,111		268
Consumer Program derivative		-		15,233
Credit enhancement income		8,085		-
Other noninterest income		579		578
Total noninterest income		29,960		36,330

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Miscellaneous lending expenses		-		1,878
Other operating expenses		9,646		6,085
Total noninterest expenses		95,030		94,341
(Loss) income before income taxes		5,441		3,744
Income tax expense		3,243		3,405
Net (loss) income	$	2,198	$	339
Comprehensive loss	$	(2,423)	$	(4,282)
EPS – Basic	$	0.09	$	0.01
EPS – Diluted	$	0.09	$	0.01

Condensed Consolidated Statement of Changes in Stockholders’ Equity
Total stockholders' equity, June 30, 2023	$	393,216	$	390,422
Retained earnings, June 30, 2023		106,075		103,281
Net income (loss), three months ended September 30, 2023		(3,567)		(6,029)
Retained earnings, September 30, 2023		100,039		94,783
Total stockholders' equity, September 30, 2023	$	382,866	$	377,610

Condensed Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended
Total stockholders' equity, December 31, 2022	$	392,365	$	388,968
Retained earnings, December 31, 2022		105,247		101,850
Net income, nine months ended September 30, 2023		2,198		339
Retained Earnings, September 30, 2023		100,039		94,783
Total shareholders' equity, September 30, 2023	$	382,866	$	377,610

Condensed Consolidated Statement of Cash Flows
Operating activities
Net income	$	2,198	$	339
Provision for credit losses		11,136		11,231
Net change in fair value of Consumer program derivative		—		(11,110)
Net gains on sale of loans		(1,111)		(268)
Credit enhancement income		(8,085)		—
Provision (benefit) for deferred income taxes		(2,939)		(3,077)
Net increase in other assets		(33,189)		(24,636)
Net increase (decrease) in other liabilities		10,144		10,842
Net cash and cash equivalents (used in) provided by operating activities		(41,785)		(36,618)
Investing activities
Net increase in loans	$	(206,714)	$	(240,036)
Net cash and cash equivalents used in investing activities		(178,295)		(213,022)
Financing activities
Net (decrease) increase in deposits	$	571,026	$	570,937
Change in secured borrowings		—		29,649
Net cash and cash equivalents provided by financing activities		236,086		265,646
Supplemental disclosue of cash flow information
Cash payments for interest		65,430		66,148

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¹ These balances include revisions from the Company’s original Quarterly Report on Form 10-Q for the three and nine month periods ended September 30, 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.

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The primary effects of the restatement related to the Consumer Program as of September 30, 2022, and for the three- and nine-month period then ended are shown below.


As of and for the three and nine months ended September 30, 2022
(In thousands, expect per share data)			As Revised¹,
	As Reported		As Restated
Condensed Consolidated Statement of Income and Comprehensive Income (Loss)
Three months ended September 30, 2022
Interest and fees on loans	$	30,488	$	30,213
Total interest and dividend income		32,561		32,286
Interest on other borrowings		1,859		1,870
Total interest expense		5,146		5,157
Net interest income		27,415		27,129
Net interest income after provision for credit losses		24,525		24,239
Consumer Program derivative		-		(871)
Credit enhancement income		1,220		-
Other noninterest income		284		283
Total noninterest income		5,620		3,528
Miscellaneous lending expenses		-		701
Other operating expenses		2,903		2,063
Total noninterest expenses		23,761		23,885
(Loss) income before income taxes		6,384		3,882
Income tax expense		1,359		969
Net (loss) income	$	5,025	$	2,913
Comprehensive loss	$	(4,509)	$	(6,621)
EPS – Basic	$	0.21	$	0.12
EPS – Diluted	$	0.20	$	0.12

Nine months ended September 30, 2022
Interest and fees on loans	$	81,548	$	81,191
Total interest and dividend income		87,350		86,993
Interest on other borrowings		4,558		4,594
Total interest expense		12,529		12,565
Net interest income		74,821		74,428
Net interest income after provision for credit losses		71,410		71,017
Consumer Program derivative		-		(1,055)
Credit enhancement income		1,220		-
Other noninterest income		865		864
Total noninterest income		10,340		8,064
Miscellaneous lending expenses		-		1,074
Other operating expenses		7,695		6,438
Total noninterest expenses		63,270		63,460
(Loss) income before income taxes		18,480		15,621
Income tax expense		3,971		3,571
Net (loss) income	$	14,509	$	12,050
Comprehensive loss	$	(14,063)	$	(16,522)
EPS – Basic	$	0.60	$	0.49
EPS – Diluted	$	0.59	$	0.49

Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three months ended
Total shareholders' equity, June 30, 2022	$	396,754	$	396,330
Retained Earnings, June 30, 2022		102,194		101,770
Net income, three months ended September 30, 2022		5,025		2,913
Retained Earnings, September 30, 2022		104,754		102,218
Total shareholders' equity, September 30, 2022	$	389,896	$	387,360

Condensed Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended
Total shareholders' equity, December 31, 2021	$	410,116	$	410,039
Retained Earnings, December 31, 2021		97,632		97,555
Net income, nine months ended September 30, 2022		14,509		12,050
Retained Earnings, September 30, 2022		104,754		102,218
Total shareholders' equity, September 30, 2022	$	389,896	$	387,360

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Condensed Consolidated Statement of Cash Flows
Operating activities
Net income	$	14,509	$	12,050
Credit enhancement income		(1,220)		-
Benefit for deferred income taxes		(700)		(681)
Net change in fair value of Consumer Program derivative		-		1,196
Net increase in other assets		(903)		(1,733)
Net increase (decrease) in other liabilities		(1,662)		(1,584)
Net cash and cash equivalents (used in) provided by operating activities		23,149		23,057
Investing activities
Net increase in loans		(396,983)		(396,891)
Net cash and cash equivalents used in investing activities		(399,236)		(399,144)

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¹ These balances include revisions from the Company’s original Quarterly Report on Form 10-Q for the three and nine month periods ended September 30, 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, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors in ASC 310-40 and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under FASB ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancing and restructurings for borrowers experiencing financial difficulty. The Company adopted the guidance in the first quarter of 2023, which did not have a material impact on the Company’s consolidated financial statements and disclosures.

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

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2. INVESTMENT SECURITIES

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


	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
September 30, 2023
Residential government-sponsored mortgage-backed securities	$	113,087	$	—	$	(19,222)	$	93,865
Obligations of states and political subdivisions		33,876		—		(5,564)		28,312
Corporate securities		16,000		—		(2,686)		13,314
Collateralized loan obligations		5,019		—		(64)		4,955
Residential government-sponsored collateralized mortgage obligations		32,324		—		(2,579)		29,745
Government-sponsored agency securities		16,255		—		(3,287)		12,968
Agency commercial mortgage-backed securities		34,391		—		(5,111)		29,280
SBA pool securities		4,494		8		(66)		4,436
Total	$	255,446	$	8	$	(38,579)	$	216,875


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

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


	Amortized		Gross Unrecognized				Allowance for		Fair
	Cost		Gains		Losses		Credit Losses		Value
September 30, 2023
Residential government-sponsored mortgage-backed securities	$	9,357	$	—	$	(1,219)	$	—	$	8,138
Obligations of states and political subdivisions		2,390		—		(153)		—		2,237
Residential government-sponsored collateralized mortgage obligations		228		—		(21)		—		207
Total	$	11,975	$	—	$	(1,393)	$	—	$	10,582


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

Available-for-sale investment securities of $5.5 million and $10.5 million, respectively, were purchased during the three and nine months ended September 30, 2023. During the three and nine months ended September 30, 2022, $4.9

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

The amortized cost and fair value of available-for-sale and held-to-maturity investment securities as of September 30, 2023, by contractual maturity, were as follows (in thousands). Investment securities not due at a single maturity date are shown separately.


	Available-for-Sale				Held-to-Maturity
	Amortized				Amortized
	Cost		Fair Value		Cost		Fair Value
Due within one year	$	—	$	—	$	871	$	861
Due in one to five years		10,027		9,076		580		557
Due in five to ten years		34,242		28,494		939		819
Due after ten years		26,881		21,979		—		—
Residential government-sponsored mortgage-backed securities		113,087		93,865		9,357		8,138
Residential government-sponsored collateralized mortgage obligations		32,324		29,745		228		207
Agency commercial mortgage-backed securities		34,391		29,280		—		—
SBA pool securities		4,494		4,436		—		—
Total	$	255,446	$	216,875	$	11,975	$	10,582

Investment securities with a carrying amount of approximately $183.2 million and $99.4 million at September 30, 2023 and December 31, 2022, respectively, were pledged to secure public deposits, certain other deposits, a line of credit for advances from the Federal Home Loan Bank (“FHLB”) of Atlanta, and repurchase agreements.

Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to U.S. Treasury and residential mortgage-backed securities issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. With regard to securities issued by States and political subdivisions and other held-to-maturity securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities and (iv) internal forecasts. As of September 30, 2023, Primis did not have a material allowance for credit losses on held-to-maturity securities.

The unrealized losses related to investment securities available-for-sale as of September 30, 2023 and December 31, 2022, relate to changes in interest rates relative to when the investment securities were purchased, and do not indicate credit-related impairment. Primis performs quantitative and qualitative analysis in this determination. As a result of the Company’s analysis, none of the securities were deemed to require an allowance for credit losses as of September 30, 2023

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

The following tables present information regarding investment securities available-for-sale and held-to-maturity in a continuous unrealized loss position as of September 30, 2023 and December 31, 2022 by duration of time in a loss position (in thousands):


	Less than 12 months				12 Months or More				Total
September 30, 2023	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Available-for-Sale	value		Losses		value		Losses		value		Losses
Residential government-sponsored mortgage-backed securities	$	2,643	$	(81)	$	91,222	$	(19,141)	$	93,865	$	(19,222)
Obligations of states and political subdivisions		5,915		(198)		21,397		(5,366)		27,312		(5,564)
Corporate securities		895		(104)		12,418		(2,582)		13,313		(2,686)
Collateralized loan obligations		—		—		4,955		(64)		4,955		(64)
Residential government-sponsored collateralized mortgage obligations		12,186		(281)		17,554		(2,298)		29,740		(2,579)
Government-sponsored agency securities		—		—		12,968		(3,287)		12,968		(3,287)
Agency commercial mortgage-backed securities		—		—		29,280		(5,111)		29,280		(5,111)
SBA pool securities		356		—		2,776		(66)		3,132		(66)
Total	$	21,995	$	(664)	$	192,570	$	(37,915)	$	214,565	$	(38,579)


	Less than 12 months				12 Months or More				Total
September 30, 2023	Fair		Unrecognized		Fair		Unrecognized		Fair		Unrecognized
Held-to-Maturity	value		Losses		value		Losses		value		Losses
Residential government-sponsored mortgage-backed securities	$	—	$	—	$	8,138	$	(1,219)	$	8,138	$	(1,219)
Obligations of states and political subdivisions		1,870		(86)		367		(67)		2,237		(153)
Residential government-sponsored collateralized mortgage obligations		—		—		207		(21)		207		(21)
Total	$	1,870	$	(86)	$	8,712	$	(1,307)	$	10,582	$	(1,393)


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

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

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

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


	September 30, 2023		December 31, 2022
Loans held for sale, at fair value	$	57,511	$	27,626
Loans held for sale, at lower of cost or market		8,755		—
Total loans held for sale	$	66,266	$	27,626

Loans held for investment
Loans secured by real estate:
Commercial real estate - owner occupied ⁽¹⁾	$	440,344	$	459,866
Commercial real estate - non-owner occupied		576,881		579,733
Secured by farmland		5,082		5,970
Construction and land development		172,005		148,690
Residential 1-4 family		600,389		609,694
Multi-family residential		129,586		140,321
Home equity lines of credit		59,996		65,152
Total real estate loans		1,984,283		2,009,426

Commercial loans ⁽²⁾		613,658		520,741
Paycheck Protection Program loans		2,105		4,564
Consumer loans		572,308		405,278
Total Non-PCD loans		3,172,354		2,940,009
PCD loans		5,992		6,628
Total loans held for investment	$	3,178,346	$	2,946,637

¹ Includes $8.5 million related to loans collateralizing secured borrowings.

² Includes $21.1 million related to loans collateralizing secured borrowings.

Accrued Interest Receivable

Accrued interest receivable on loans totaled $17.3 million and $10.8 million at September 30, 2023 and December 31, 2022, respectively, and is included in other assets in the consolidated balance sheets.

Nonaccrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, we consider the borrower’s

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

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


	30 - 59		60 - 89		90
	Days		Days		Days		Total		Loans Not		Total
September 30, 2023	Past Due		Past Due		or More		Past Due		Past Due		Loans
Commercial real estate - owner occupied	$	801	$	53	$	—	$	854	$	439,490	$	440,344
Commercial real estate - non-owner occupied		225		—		13,066		13,291		563,590		576,881
Secured by farmland		—		—		479		479		4,603		5,082
Construction and land development		997		682		—		1,679		170,326		172,005
Residential 1-4 family		2,152		408		1,178		3,738		596,651		600,389
Multi- family residential		—		—		—		—		129,586		129,586
Home equity lines of credit		551		141		234		926		59,070		59,996
Commercial loans		1,012		—		1,366		2,378		611,280		613,658
Paycheck Protection Program loans		3		—		1,771		1,774		331		2,105
Consumer loans		3,069		2,308		186		5,563		566,745		572,308
Total Non-PCD loans		8,810		3,592		18,280		30,682		3,141,672		3,172,354
PCD loans		1,201		—		1,241		2,442		3,550		5,992
Total	$	10,011	$	3,592	$	19,521	$	33,124	$	3,145,222	$	3,178,346


	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

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


	90			Less Than	Total		Nonaccrual With
	Days			90 Days	Nonaccrual		No Credit
September 30, 2023	or More			Past Due	Loans		Loss Allowance
Commercial real estate - owner occupied	$	—	$	427	$	427	$	427
Commercial real estate - non-owner occupied		13,066		—		13,066		—
Secured by farmland		479		—		479		479
Construction and land development		—		24		24		24
Residential 1-4 family		1,178		841		2,019		2,019
Home equity lines of credit		234		483		717		717
Commercial loans		1,366		47		1,413		45
Paycheck Protection Program loans		57		—		57		57
Consumer loans		186		542		728		728
Total Non-PCD loans		16,566		2,364		18,930		4,496
PCD loans		1,241		—		1,241		1,241
Total	$	17,807	$	2,364	$	20,171	$	5,737

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

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

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The following table presents nonaccrual loans as of September 30, 2023 by class and year of origination (in thousands):


															Revolving
															Loans
													Revolving		Converted
	2023		2022		2021		2020		2019		Prior		Loans		To Term		Total
Commercial real estate - owner occupied	$	—	$	—	$	—	$	—	$	—	$	427	$	—	$	—	$	427
Commercial real estate - non-owner occupied		—		—		—		—		—		13,066		—		—		13,066
Secured by farmland		—		—		—		—		—		479		—		—		479
Construction and land development		—		—		—		—		—		24		—		—		24
Residential 1-4 family		—		589		—		44		162		991		—		233		2,019
Home equity lines of credit		—		—		—		—		—		54		646		17		717
Commercial loans		—		—		—		2		—		1,411		—		—		1,413
Paycheck Protection Program loans		—		—		—		57		—		—		—		—		57
Consumer loans		—		379		345		4		—		—		—		—		728
Total non-PCD nonaccruals		—		968		345		107		162		16,452		646		250		18,930
PCD loans		—		—		—		—		—		1,241		—		—		1,241
Total nonaccrual loans	$	—	$	968	$	345	$	107	$	162	$	17,693	$	646	$	250	$	20,171

Interest received on nonaccrual loans was zero and $0.6 million for the three months ended September 30, 2023 and 2022, respectively and $0.01 million and $0.9 million for the nine months ended September 30, 2023 and 2022, respectively.

Modifications Provided to Borrowers Experiencing Financial Difficulty

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

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

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

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

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

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

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

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

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

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

Credit Quality Indicators

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

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

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

Doubtful loans have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable or improbable. Primis had no loans classified as Doubtful as of September 30, 2023 or December 31, 2022.

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

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


															Revolving
															Loans
														Revolving	Converted
	2023		2022		2021		2020		2019		Prior		Loans		To Term		Total
Commercial real estate - owner occupied
Pass	$	28,943	$	91,264	$	61,246	$	18,243	$	21,367	$	199,826	$	2,256	$	6,770	$	429,915
Special Mention		—		—		219		—		—		5,073		—		—		5,292
Substandard		—		—		—		—		96		5,041		—		—		5,137
Doubtful		—		—		—		—		—		—		—		—		—
	$	28,943	$	91,264	$	61,465	$	18,243	$	21,463	$	209,940	$	2,256	$	6,770	$	440,344
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		3.39		3.30		3.44		3.39		3.28		3.54		3.83		3.97		3.46
Commercial real estate - nonowner occupied
Pass	$	1,581	$	56,242	$	120,282	$	43,124	$	40,817	$	272,053	$	2,421	$	5,067	$	541,587
Special Mention		—		—		—		1,539		—		20,126		—		601		22,266
Substandard		—		—		—		—		—		13,028		—		—		13,028
Doubtful		—		—		—		—		—		—		—		—		—
	$	1,581	$	56,242	$	120,282	$	44,663	$	40,817	$	305,207	$	2,421	$	5,668	$	576,881
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	183	$	—	$	—	$	183
Weighted average risk grade		3.01		3.59		3.08		3.83		3.95		3.80		2.91		3.21		3.72
Secured by farmland
Pass	$	512	$	—	$	11	$	108	$	—	$	3,535	$	271	$	166	$	4,603
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		479		—		—		479
Doubtful		—		—		—		—		—		—		—		—		—
	$	512	$	—	$	11	$	108	$	—	$	4,014	$	271	$	166	$	5,082
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	3	$	—	$	—	$	3
Weighted average risk grade		3.86		N/A		4.00		4.00		N/A		4.01		3.99		3.12		3.96
Construction and land development
Pass	$	20,833	$	51,205	$	74,119	$	521	$	2,505	$	21,075	$	763	$	5	$	171,026
Special Mention		—		—		—		—		—		955		—		—		955
Substandard		—		—		—		—		—		24		—		—		24
Doubtful		—		—		—		—		—		—		—		—		—
	$	20,833	$	51,205	$	74,119	$	521	$	2,505	$	22,054	$	763	$	5	$	172,005
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	2	$	—	$	—	$	2
Weighted average risk grade		3.45		3.27		3.38		3.37		3.29		3.58		3.39		4.00		3.38
Residential 1-4 family
Pass	$	23,985	$	160,057	$	152,131	$	41,421	$	56,527	$	155,694	$	2,654	$	2,559	$	595,028
Special Mention		—		1,036		—		—		—		514		—		—		1,550
Substandard		—		589		—		44		162		2,510		—		506		3,811
Doubtful		—		—		—		—		—		—		—		—		—
	$	23,985	$	161,682	$	152,131	$	41,465	$	56,689	$	158,718	$	2,654	$	3,065	$	600,389
Current period gross charge offs	$	—	$	—	$	—	$	—	$	755	$	—	$	—	$	—	$	755
Weighted average risk grade		3.14		3.10		3.04		3.07		3.08		3.23		3.72		3.50		3.12
Multi- family residential
Pass	$	—	$	8,132	$	21,545	$	17,893	$	6,965	$	68,951	$	4,520	$	638	$	128,644
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		653		—		289		942
Doubtful		—		—		—		—		—		—		—		—		—
	$	—	$	8,132	$	21,545	$	17,893	$	6,965	$	69,604	$	4,520	$	927	$	129,586
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		N/A		3.70		3.00		3.90		3.00		3.35		4.00		4.62		3.41
Home equity lines of credit
Pass	$	317	$	486	$	421	$	49	$	50	$	3,087	$	53,795	$	865	$	59,070
Special Mention		—		—		—		—		—		—		113		—		113
Substandard		—		—		—		—		—		54		742		17		813
Doubtful		—		—		—		—		—		—		—		—		—
	$	317	$	486	$	421	$	49	$	50	$	3,141	$	54,650	$	882	$	59,996
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		3.03		3.00		3.00		3.00		3.00		3.92		3.07		3.93		3.13
Commercial loans
Pass	$	154,956	$	281,590	$	53,161	$	6,029	$	2,623	$	27,253	$	78,140	$	6,641	$	610,393
Special Mention		—		—		—		11		130		—		967		347		1,455
Substandard		—		—		—		218		60		1,532		—		—		1,810
Doubtful		—		—		—		—		—		—		—		—		—
	$	154,956	$	281,590	$	53,161	$	6,258	$	2,813	$	28,785	$	79,107	$	6,988	$	613,658
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	1,776	$	—	$	—	$	1,776
Weighted average risk grade		2.80		3.11		3.36		3.41		4.01		3.46		3.22		3.81		3.10

Table of Contents

															Revolving
															Loans
														Revolving	Converted
	2023		2022		2021		2020		2019		Prior		Loans		To Term		Total
Paycheck Protection Program loans
Pass	$	—	$	—	$	1,100	$	948	$	—	$	—	$	—	$	—	$	2,048
Special Mention		—		—		—		57		—		—		—		—		57
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
	$	—	$	—	$	1,100	$	1,005	$	—	$	—	$	—	$	—	$	2,105
Current period gross charge offs	$	—	$	—	$	—	$		$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		N/A		N/A		2.00		2.23		N/A		N/A		N/A		N/A		2.11
Consumer loans
Pass	$	272,360	$	260,181	$	26,626	$	1,032	$	127	$	3,904	$	6,444	$	372	$	571,046
Special Mention		—		—		—		—		—		67		—		—		67
Substandard		75		768		349		3		—		—		—		—		1,195
Doubtful		—		—		—		—		—		—		—		—		—
	$	272,435	$	260,949	$	26,975	$	1,035	$	127	$	3,971	$	6,444	$	372	$	572,308
Current period gross charge offs	$	495	$	6,305	$	1,076	$	—	$	—	$		$	—	$	80	$	7,956
Weighted average risk grade		3.50		2.66		3.60		4.01		3.96		5.79		2.84		4.00		3.13
PCD
Pass	$	—	$	—	$	—	$	—	$	—	$	2,875	$	—	$	—	$	2,875
Special Mention		—		—		—		—		—		1,601		—		—		1,601
Substandard		—		—		—		—		—		1,516		—		—		1,516
Doubtful		—		—		—		—		—		—		—		—		—
	$	—	$	—	$	—	$	—	$	—	$	5,992	$	—	$	—	$	5,992
Current period gross charge offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Weighted average risk grade		N/A		N/A		N/A		N/A		N/A		4.68		N/A		N/A		4.68
Total	$	503,562	$	911,550	$	511,210	$	131,240	$	131,429	$	811,426	$	153,086	$	24,843	$	3,178,346
Current period gross charge offs	$	495	$	6,305	$	1,076	$	—	$	755	$	1,964	$	—	$	80	$	10,675
Weighted average risk grade		3.25		3.03		3.21		3.50		3.40		3.58		3.19		3.71		3.28

Table of Contents

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


															Revolving
															Loans
														Revolving	Converted
	2022		2021		2020		2019		2018		Prior		Loans		To Term		Total
Commercial real estate - owner occupied
Pass	$	116,545	$	58,202	$	19,178	$	21,985	$	27,397	$	202,484	$	3,389	$	6,740	$	455,920
Special Mention		—		—		—		—		—		988		—		—		988
Substandard		—		—		—		—		—		2,958		—		—		2,958
Doubtful		—		—		—		—		—		—		—		—		—
	$	116,545	$	58,202	$	19,178	$	21,985	$	27,397	$	206,430	$	3,389	$	6,740	$	459,866
Weighted average risk grade		3.25		3.45		3.38		3.27		3.43		3.50		3.52		3.96		3.42
Commercial real estate - nonowner occupied
Pass	$	28,128	$	126,291	$	44,696	$	41,631	$	55,702	$	228,735	$	4,173	$	3,065	$	532,421
Special Mention		—		—		1,566		—		926		24,580		—		601		27,673
Substandard		—		—		—		—		13,066		6,573		—		—		19,639
Doubtful		—		—		—		—		—		—		—		—		—
	$	28,128	$	126,291	$	46,262	$	41,631	$	69,694	$	259,888	$	4,173	$	3,666	$	579,733
Weighted average risk grade		3.36		3.16		3.82		3.95		4.01		3.82		2.87		3.33		3.68
Secured by farmland
Pass	$	141	$	16	$	110	$	—	$	—	$	2,279	$	1,697	$	85	$	4,328
Special Mention		—		—		—		—		—		649		—		112		761
Substandard		—		—		—		6		—		875		—		—		881
Doubtful		—		—		—		—		—		—		—		—		—
	$	141	$	16	$	110	$	6	$	—	$	3,803	$	1,697	$	197	$	5,970
Weighted average risk grade		4.00		4.00		4.00		6.00		N/A		4.20		3.98		3.70		4.13
Construction and land development
Pass	$	44,253	$	73,226	$	847	$	3,006	$	6,937	$	19,553	$	822	$	17	$	148,661
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		29		—		—		29
Doubtful		—		—		—		—		—		—		—		—		—
	$	44,253	$	73,226	$	847	$	3,006	$	6,937	$	19,582	$	822	$	17	$	148,690
Weighted average risk grade		3.21		3.06		3.60		3.42		3.17		3.69		3.36		4.00		3.20
Residential 1-4 family
Pass	$	152,178	$	157,233	$	43,812	$	61,268	$	40,707	$	138,782	$	1,837	$	3,437	$	599,254
Special Mention		—		—		—		—		—		30		—		—		30
Substandard		285		—		—		8,099		—		1,310		—		716		10,410
Doubtful		—		—		—		—		—		—		—		—		—
	$	152,463	$	157,233	$	43,812	$	69,367	$	40,707	$	140,122	$	1,837	$	4,153	$	609,694
Weighted average risk grade		3.09		3.04		3.07		3.41		3.13		3.23		3.92		3.54		3.15
Multi- family residential
Pass	$	9,953	$	21,927	$	18,338	$	7,064	$	1,804	$	75,370	$	4,192	$	676	$	139,324
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		702		—		295		997
Doubtful		—		—		—		—		—		—		—		—		—
	$	9,953	$	21,927	$	18,338	$	7,064	$	1,804	$	76,072	$	4,192	$	971	$	140,321
Weighted average risk grade		3.58		3.00		3.90		3.00		3.21		3.31		4.00		4.61		3.37
Home equity lines of credit
Pass	$	463	$	431	$	52	$	63	$	230	$	4,093	$	58,312	$	957	$	64,601
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		54		476		21		551
Doubtful		—		—		—		—		—		—		—		—		—
	$	463	$	431	$	52	$	63	$	230	$	4,147	$	58,788	$	978	$	65,152
Weighted average risk grade		3.00		3.00		3.00		3.00		3.00		3.94		3.05		3.89		3.12
Commercial loans
Pass	$	295,459	$	59,642	$	7,332	$	6,658	$	9,228	$	19,830	$	100,407	$	17,381	$	515,937
Special Mention		—		396		64		74		—		—		519		388		1,441
Substandard		—		—		5		90		—		1,678		1,590		—		3,363
Doubtful		—		—		—		—		—		—		—		—		—
	$	295,459	$	60,038	$	7,401	$	6,822	$	9,228	$	21,508	$	102,516	$	17,769	$	520,741
Weighted average risk grade		3.14		3.41		3.38		3.90		3.42		3.70		3.47		3.33		3.29
Paycheck Protection Program loans
Pass	$	—	$	2,119	$	2,435	$	—	$	—	$	—	$	—	$	—	$	4,554
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		10		—		—		—		—		—		—		10
Doubtful		—		—		—		—		—		—		—		—		—
	$	—	$	2,129	$	2,435	$	—	$	—	$	—	$	—	$	—	$	4,564
Weighted average risk grade		N/A		2.02		2.00		N/A		N/A		N/A		N/A		N/A		2.01

Table of Contents


															Revolving
															Loans
														Revolving	Converted
	2022		2021		2020		2019		2018		Prior		Loans		To Term		Total
Consumer loans
Pass	$	365,842	$	29,184	$	1,493	$	340	$	534	$	4,319	$	2,918	$	—	$	404,630
Special Mention		—		—		—		—		—		65		—		—		65
Substandard		70		513		—		—		—		—		—		—		583
Doubtful		—		—		—		—		—		—		—		—		—
	$	365,912	$	29,697	$	1,493	$	340	$	534	$	4,384	$	2,918	$	—	$	405,278
Weighted average risk grade		3.24		3.74		3.99		3.98		4.00		4.02		3.81		N/A		3.30
PCD
Pass	$	—	$	—	$	—	$	—	$	—	$	3,692	$	—	$	—	$	3,692
Special Mention		—		—		—		—		—		1,320		—		—		1,320
Substandard		—		—		—		—		—		1,616		—		—		1,616
Doubtful		—		—		—		—		—		—		—		—		—
	$	—	$	—	$	—	$	—	$	—	$	6,628	$	—	$	—	$	6,628
Weighted average risk grade		N/A		N/A		N/A		N/A		N/A		4.54		N/A		N/A		4.54
Total	$	1,013,317	$	529,190	$	139,928	$	150,284	$	156,531	$	742,564	$	180,332	$	34,491	$	2,946,637
Weighted average risk grade		3.20		3.19		3.48		3.54		3.60		3.57		3.35		3.53		3.36

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


	For the three months ended September 30, 2023		For the nine months ended September 30, 2023
Commercial real estate - owner occupied	$	—	$	213
Commercial real estate - non-owner occupied		—		2,057
Residential 1-4 family		—		124
Commercial loans		—		179
Consumer loans		187		371
Total loans	$	187	$	2,944

The recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure was $0.3 million and $0.1 million as of September 30, 2023 and December 31, 2022, respectively.

Allowance For Credit Losses – Loans

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

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

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

Table of Contents

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

The following tables present details of the allowance for credit losses on loans segregated by loan portfolio segment as of September 30, 2023 and December 31, 2022, calculated in accordance with ASC 326 (in thousands).


	Commercial		Commercial										Home
	Real Estate		Real Estate				Construction						Equity
	Owner		Non-owner		Secured by		and Land		1-4 Family		Multi-Family		Lines Of		Commercial		Consumer		PCD
September 30, 2023	Occupied		Occupied		Farmland		Development		Residential		Residential		Credit		Loans		Loans		Loans		Total
Modeled expected credit losses	$	4,445	$	5,686	$	3	$	852	$	4,797	$	1,321	$	354	$	4,468	$	6,652	$	—	$	28,578
Q-factor and other qualitative adjustments		267		797		28		322		420		442		23		584		—		—		2,883
Specific allocations		—		960		—		—		—		—		—		1,149		377		1,915		4,401
Total	$	4,712	$	7,443	$	31	$	1,174	$	5,217	$	1,763	$	377	$	6,201	$	7,029	$	1,915	$	35,862

	Commercial		Commercial										Home
	Real Estate		Real Estate				Construction						Equity
	Owner		Non-owner		Secured by		and Land		1-4 Family		Multi-Family		Lines Of		Commercial		Consumer		PCD
December 31, 2022	Occupied		Occupied		Farmland		Development		Residential		Residential		Credit		Loans		Loans		Loans		Total
Modeled expected credit losses	$	5,297	$	6,652	$	4	$	997	$	3,579	$	1,814	$	310	$	5,006	$	3,851	$	—	$	27,510
Q-factor and other qualitative adjustments		261		495		21		376		512		387		19		654		2		—		2,727
Specific allocations		—		—		—		—		—		—		—		2,193		42		2,072		4,307
Total	$	5,558	$	7,147	$	25	$	1,373	$	4,091	$	2,201	$	329	$	7,853	$	3,895	$	2,072	$	34,544

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

Activity in the allowance for credit losses by class of loan for the three months ended September 30, 2023 and 2022 is summarized below (in thousands):


	Commercial		Commercial
	Real Estate		Real Estate				Construction						Home Equity
	Owner		Non-owner		Secured by		and Land		1-4 Family		Multi-Family		Lines Of		Commercial		Consumer		PCD
Three Months Ended September 30, 2023	Occupied		Occupied		Farmland		Development		Residential		Residential		Credit		Loans		Loans		Loans		Total
Allowance for credit losses:
Beginning balance	$	5,067	$	9,439	$	32	$	1,286	$	4,452	$	1,993	$	326	$	6,998	$	7,016	$	1,932	$	38,541
Provision (recovery)		(355)		(1,923)		2		(110)		1,250		(230)		44		(797)		3,752		(17)		1,616
Charge offs		—		(183)		(3)		(2)		(486)		—		7		—		(3,844)		—		(4,511)
Recoveries		—		110		—		—		1		—		—		—		105		—		216
Ending balance	$	4,712	$	7,443	$	31	$	1,174	$	5,217	$	1,763	$	377	$	6,201	$	7,029	$	1,915	$	35,862

Three Months Ended September 30, 2022
Allowance for credit losses:
Beginning balance	$	4,301	$	7,917	$	49	$	1,024	$	4,272	$	2,160	$	363	$	6,428	$	1,569	$	2,126	$	30,209
Provision (recovery)		532		(1,287)		(23)		116		(273)		(219)		(59)		2,256		1,884		(37)		2,890
Charge offs		—		—		—		—		—		—		—		(1,007)		(146)		—		(1,153)
Recoveries		—		—		—		—		1		—		1		—		8		—		10
Ending balance	$	4,833	$	6,630	$	26	$	1,140	$	4,000	$	1,941	$	305	$	7,677	$	3,315	$	2,089	$	31,956

Table of Contents

Activity in the allowance for credit losses by class of loan for the nine months ended September 30, 2023 and 2022 is summarized below (in thousands):


	Commercial		Commercial
	Real Estate		Real Estate				Construction						Home Equity
	Owner		Non-owner		Secured by		and Land		1-4 Family		Multi-Family		Lines Of		Commercial		Consumer		PCD
Nine Months Ended September 30, 2023	Occupied		Occupied		Farmland		Development		Residential		Residential		Credit		Loans		Loans		Loans		Total
Allowance for credit losses:
Beginning balance	$	5,558	$	7,147	$	25	$	1,373	$	4,091	$	2,201	$	329	$	7,853	$	3,895	$	2,072	$	34,544
Provision (recovery)		(846)		369		9		(309)		1,719		(438)		46		123		10,715		(157)		11,231
Charge offs		—		(183)		(3)		(2)		(755)		—		—		(1,776)		(7,956)		—		(10,675)
Recoveries		—		110		—		112		162		—		2		1		375		—		762
Ending balance	$	4,712	$	7,443	$	31	$	1,174	$	5,217	$	1,763	$	377	$	6,201	$	7,029	$	1,915	$	35,862

Nine Months Ended September 30, 2022
Allowance for credit losses:
Beginning balance	$	4,562	$	9,028	$	56	$	998	$	3,588	$	3,280	$	437	$	4,088	$	787	$	2,281	$	29,105
Provision (recovery)		285		(2,900)		(30)		142		354		(1,339)		(120)		4,426		2,785		(192)		3,411
Charge offs		(14)		—		—		—		—		—		(14)		(1,007)		(277)		—		(1,312)
Recoveries		—		502		—		—		58		—		2		170		20		—		752
Ending balance	$	4,833	$	6,630	$	26	$	1,140	$	4,000	$	1,941	$	305	$	7,677	$	3,315	$	2,089	$	31,956

Generally, a commercial loan, or a portion thereof, is charged-off when it is determined, through the analysis of any available current financial information with regards to the borrower, that the borrower is incapable of servicing unsecured debt, there is little or no prospect for near term improvement and no realistic strengthening action of significance is pending or, in the case of secured debt, when it is determined, through analysis of current information with regards to our collateral position, that amounts due from the borrower are in excess of the calculated current fair value of the collateral. Losses on installment loans are recognized in accordance with regulatory guidelines. All other consumer loan losses are recognized when delinquency exceeds 120 cumulative days with the exception of the Consumer Program loans that are charged-off once they are 90 days past due.

The following table presents loans that were evaluated for expected credit losses on an individual basis and the related specific allocations, by loan portfolio segment as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023				December 31, 2022
	Loan		Specific		Loan		Specific
	Balance		Allocations		Balance		Allocations
Commercial real estate - owner occupied	$	5,041	$	—	$	2,795	$	—
Commercial real estate - non-owner occupied		13,066		960		19,641		—
Secured by farmland		479		—		525		—
Residential 1-4 family		2,234		—		9,636		—
Multi- family residential		942		—		996		—
Home equity lines of credit		—		—		21		—
Commercial loans		1,369		1,149		2,979		2,193
Consumer loans		367		377		259		42
Total non-PCD loans		23,498		2,486		36,852		2,235
PCD loans		5,992		1,915		6,628		2,072
Total loans	$	29,490	$	4,401	$	43,480	$	4,307

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

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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 $10.6 million recorded in the consolidated balance sheets in “Consumer Program derivative” asset as of September 30, 2023 and a liability of $0.5 million as of December 31, 2022. The underlying expected cash flows were $12.6 million and $0.6 million as of September 30, 2023 and December 31 2022, respectively. The Company calculates the fair value of this derivative using a discounted cash flow model using inputs that are inherently judgmental and reflect management’s best estimates of the assumptions a market participant would use to calculate the fair value. The most significant inputs and assumptions in determining the value of the derivative are noted below ($ in thousands).


	September 30, 2023
					Weighted
	Low		High		Average
Remaining cumulative charge-offs	$	4,690	$	16,440	$	n/a
Remaining cumulative promotional prepayments	$	37,311	$	68,189	$	45,235
Average life (years)		n/a		n/a		1.1
Discount rate		5.29%		15.33%		15.33%

	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%

Consumer Program derivative income (loss) was $2.0 million and ($0.9) million, respectively, during the three months ending September 30, 2023 and 2022, and was $15.2 million and ($1.1) million, respectively, during the nine months ended September 30, 2023 and 2022, and was recorded in noninterest income in the Consolidated Statements of Income (Loss) and Comprehensive Loss. The income (loss) included $9 thousand and ($0.9) million during the three months ended September 30, 2023 and 2022, respectively, and $11.1 million and ($1.2) million during the nine months ended September 30, 2023 and 2022, respectively, related to derivative fair value adjustments. Income related to the credit support and reimbursement of lost interest due from the third-party under the agreement was $2.0 million and $52 thousand during the three months ended September 30, 2023 and 2022, respectively, and $4.1 million and $0.1 million during the nine months ended September 30, 2023 and 2022, respectively.

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

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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 as of September 30, 2023 and December 31, 2022 are as follows :


	September 30, 2023		December 31, 2022
Average pullthrough rates	88.75	%	80.78	%
Average costs to originate	1.31	%	4.77	%

The following summarizes derivative and non-derivative financial instruments as of September 30, 2023 and December 31, 2022:


	September 30, 2023
	Fair		Notional
Derivative financial instruments:	Value		Amount
Derivative assets ⁽¹⁾	$	1,069	$	41,622
Derivative liabilities	$	—	$	—
⁽¹⁾Pullthrough rate adjusted
	September 30, 2023
	Fair		Notional
Non-derivative financial instruments:	Value		Amount
Best efforts assets	$	184	$	9,516


	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	$	17	$	2,658

The notional amounts of mortgage loans held for sale not committed to investors was $37.5 million and $20.0 million as of September 30, 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.

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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

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

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


			Fair Value Measurements Using
					Significant
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
	Total at		Identical Assets		Inputs		Inputs
(dollars in thousands)	September 30, 2023		(Level 1)		(Level 2)		(Level 3)
Assets:
Available-for-sale securities
Residential government-sponsored mortgage-backed securities	$	93,865	$	—	$	93,865	$	—
Obligations of states and political subdivisions		28,312		—		28,312		—
Corporate securities		13,314		—		13,314		—
Collateralized loan obligations		4,955		—		4,955		—
Residential government-sponsored collateralized mortgage obligations		29,745		—		29,745		—
Government-sponsored agency securities		12,968		—		12,968		—
Agency commercial mortgage-backed securities		29,280		—		29,280		—
SBA pool securities		4,436		—		4,436		—
		216,875		—		216,875		—
Loans held for investment		244,646		—		—		244,646
Loans held for sale		57,511		—		57,511		—
Consumer Program derivative		10,637				—		10,637
Mortgage banking financial assets		184		—		—		184
Mortgage banking derivative assets		1,069		—		—		1,069
Interest rate swaps		5,307		—		5,307		—
Total assets	$	536,229	$	—	$	279,693	$	256,536

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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)

September 30, 2023

(Level 1)

(Level 2)

(Level 3)

Collateral dependent loans

28,778

—

28,778

Assets held for sale

3,115

—

3,115

Fair Value Measurements Using

Significant

Quoted Prices in

Other

Significant

Active Markets for

Observable

Unobservable

Total at

Identical Assets

Inputs

(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:


		September 30, 2023				December 31, 2022
	Fair Value	Carrying		Fair		Carrying		Fair
	Hierarchy Level	Amount		Value		Amount		Value
Financial assets:
Cash and cash equivalents	Level 1	$	93,865	$	93,865	$	77,859	$	77,859
Securities available-for-sale	Level 2		216,875		216,875		236,315		236,315
Securities held-to-maturity	Level 2		11,975		10,582		13,520		12,449
Stock in Federal Reserve Bank and Federal Home Loan Bank	Level 2		12,796		12,796		25,815		25,815
Preferred investment in mortgage company	Level 2		3,005		3,005		3,005		3,005
Net loans	Level 3		3,142,484		3,032,978		2,912,093		2,809,163
Loans held for sale	Level 2		57,511		57,511		27,626		27,626
Accrued interest receivable	Level 2		18,837		18,837		12,004		12,004
Consumer Program derivative	Level 3		10,637		10,637		—		—
Mortgage banking financial assets	Level 3		184		184		21		21
Mortgage banking derivative assets	Level 2 and 3		1,069		1,069		945		945
Interest rate swaps	Level 2		5,307		5,307		—		—
Financial liabilities:
Demand deposits and NOW accounts	Level 2	$	1,293,995	$	1,293,995	$	1,200,259	$	1,200,259
Money market and savings accounts	Level 2		1,547,559		1,547,559		1,057,151		1,057,151
Time deposits	Level 3		451,850		449,733		465,057		462,376
Securities sold under agreements to repurchase	Level 1		3,838		3,838		6,445		6,445
FHLB advances	Level 1		—		—		325,000		325,000
Junior subordinated debt	Level 2		9,818		9,070		9,781		9,181
Senior subordinated notes	Level 2		85,706		83,380		85,531		84,347
Accrued interest payable	Level 2		6,530		6,530		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		—		—		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, interest rate swaps, 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 under operating leases. In recognizing lease right-of-use assets and related liabilities, we account for lease and non-lease components (such as taxes, insurance, and common area maintenance costs) separately as such amounts are generally readily determinable under our lease contracts. At September 30, 2023 and December 31, 2022, the Company had operating lease liabilities totaling $12.3 million and $5.8 million, respectively, and right-of-use assets totaling $11.4 million and $5.3 million, respectively, reflected in other liabilities and other assets, respectively, in our consolidated balance sheets related to these leases. We do not currently have any financing leases. For the three months ended September 30, 2023 and 2022, our net operating lease costs were $0.7 million and $0.6 million, respectively, and for the nine months ended September 30, 2023 and 2022, our net operating lease costs were $1.9 million and $1.8 million, respectively. These net operating lease costs are reflected in occupancy expenses on our consolidated statements of income and comprehensive income (loss).

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


	For the Nine Months Ended
	September 30, 2023			September 30, 2022
Other information:
Weighted-average remaining lease term - operating leases, in years		7.2			4.5
Weighted-average discount rate - operating leases		3.9	%		2.8	%

The following table summarizes the maturity of remaining lease liabilities:



	As of
(dollars in thousands)	September 30, 2023
Lease payments due:
2023	$	551
2024		2,123
2025		1,972
2026		1,925
2027		1,911
Thereafter		5,893
Total lease payments		14,375
Less: imputed interest		(2,028)
Lease liabilities	$	12,347

As of September 30, 2023, the Company did not have any operating lease that has not yet commenced that will create additional lease liabilities and right-of-use assets for the Company.

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, Federal Reserve Board Discount Window and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions with customers. The balance in repo accounts as of September 30, 2023 and December 31, 2022 was $3.8 million and $6.5 million, respectively.

As of September 30, 2023 and December 31, 2022, we had pledged callable agency securities, residential government-sponsored mortgage-backed securities and collateralized mortgage obligations with a carrying value of $6.3 million and $14.2 million, respectively, to customers who require collateral for overnight repurchase agreements and deposits.

We repaid our short-term FHLB advances of $325.0 million that were outstanding as of December 31, 2022 and matured in the first quarter of 2023. As a result, we have all of our FHLB capacity available for future liquidity needs. As of September 30, 2023, Primis Bank had lendable collateral value in the form of residential 1-4 family mortgages,

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HELOCs, commercial mortgage loans, and investment securities supporting borrowing capacity of approximately $558.9 million from the FHLB.

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

In March 2023, the Federal Reserve established the Bank Term Funding Program (“BTFP”) in response to industry disruption, offering loans with up to one year in maturity to eligible depository institutions in exchange for pledged collateral in the form of U.S. Treasuries, agency debt and mortgage-backed securities and other qualifying assets. Borrowing capacity under the BTFP is based on the par value, not fair value, of the collateral. As of September 30, 2023, we had securities available of $133.8 million for utilization with the BTFP, with no borrowings outstanding under the program as of September 30, 2023.

In 2017, the Company assumed $10.3 million of trust preferred securities that were issued on September 17, 2003 and placed through a trust in a pooled underwriting totaling approximately $650 million. At September 30, 2023 and December 31, 2022, there was $10.3 million outstanding, net of approximately $0.5 million of debt issuance costs. As of September 30, 2023 and December 31, 2022, the interest rate payable on the trust preferred securities was 8.62% and 7.69%, respectively. As of September 30, 2023, all of the trust preferred securities qualified as Tier 1 capital.

On January 20, 2017, Primis completed the sale of $27.0 million of its fixed-to-floating rate senior Subordinated Notes due 2027. Interest is currently payable at an annual floating rate equal to three-month CME Term SOFR plus a tenor spread adjustment of 0.26% until maturity or early redemption. As of September 30, 2023, 60% of these Notes qualified as Tier 2 capital.

On August 25, 2020, Primis completed the sale of $60.0 million of its fixed-to-floating rate Subordinated Notes due 2030. Interest is payable at an initial annual fixed rate of 5.40% and after September 1, 2025, at a floating rate equal to a benchmark rate, which is expected to be Three-Month Term SOFR, plus a spread of 531 basis points. As of September 30, 2023, all of these notes qualified as Tier 2 capital.

As of September 30, 2023 and December 31, 2022, the remaining unamortized debt issuance costs related to the senior Subordinated Notes totaled $1.3 million and $1.5 million, respectively.

Secured Borrowings

The Company transferred $11.0 million and $31.8 million in principal balance of loans to other financial institutions during the three and nine months ended September 30, 2023, respectively, that were accounted for as secured borrowings. The balance of secured borrowings was $29.6 million as of September 30, 2023 and the remaining amortized cost balance of the underlying loans was $29.6 million. None of the loans underlying the secured borrowings were past due 30 days or greater or on nonaccrual as of September 30, 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 or nine months ended September 30, 2023. The underlying loans collateralize the borrowings and cannot be sold or pledged by the Company.

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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.

A summary of stock option activity for the nine months ended September 30, 2023 follows:


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise		Contractual	Value
	Shares	Price		Term	(in thousands)
Options outstanding, beginning of period	203,300	$	11.41	1.3	$	102
Forfeited	(4,000)
Expired	(121,000)
Exercised	(8,000)
Options outstanding, end of period	70,300	$	11.48	1.7		—

Exercisable at end of period	70,300	$	11.48	1.7	$	—

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

A summary of time vested restricted stock awards for the nine months ended September 30, 2023 follows:


		Weighted		Weighted
		Average		Average
		Grant-Date		Remaining
		Fair Value		Contractual
	Shares	Per Share		Term
Unvested restricted stock outstanding, beginning of period	68,700	$	14.24	2.4
Granted	5,000		7.58
Vested	(24,050)		14.36
Forfeited	(5,300)		15.31
Unvested restricted stock outstanding, end of period	44,350	$	13.30	2.2

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

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A summary of performance-based restricted stock units (the “Units”) for the nine months ended September 30, 2023 follows:


			Weighted	Weighted
			Average	Average
			Grant-Date	Remaining
			Fair Value	Contractual
	Shares		Per Share	Term
Unvested Units outstanding, beginning of period	153,960	$	13.02	3.6
Forfeited	(9,000)		12.89
Unvested Units outstanding, end of period	144,960		13.03	2.4

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

The Company did not recognize any stock-based compensation expense associated with these Units for the three and nine months ended September 30, 2023 and 2022 because it is not probable that these Units will vest. The potential unrecognized compensation expense associated with these Units was $2.9 million and $1.3 million at September 30, 2023 and 2022, respectively.

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 $10.6 million and $10.7 million as of September 30, 2023 and December 31, 2022, respectively.

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

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

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

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


	2023		2022
Balance as of January 1	$	1,416	$	977
Credit loss expense (recovery)		(391)		403
Balance as of September 30,	$	1,025	$	1,380

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

At September 30, 2023 and December 31, 2022, we had unfunded lines of credit and undisbursed construction loan funds totaling $467.3 million and $540.6 million, respectively, not all of which will ultimately be drawn. Virtually all of our unfunded lines of credit and undisbursed construction loan funds are variable rate. The amount of certificate of deposit accounts maturing in less than one year was $394.7 million as of September 30, 2023, including $75.0 million of brokered CDs. Management anticipates that funding requirements for these commitments can be met in the normal course.

Primis also had commitments on the subscription agreements entered into for investments in non-marketable equity securities of $1.9 million and $3.2 million at September 30, 2023 and December 31, 2022, respectively.

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10. EARNINGS PER SHARE (Restated)

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


			Weighted
			Average
	Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount
For the three months ended September 30, 2023
Basic EPS	$	(6,029)	24,642	$	(0.24)
Effect of dilutive stock options and unvested restricted stock		—	—		—
Diluted EPS	$	(6,029)	24,642	$	(0.24)

For the three months ended September 30, 2022
Basic EPS	$	2,913	24,577	$	0.12
Effect of dilutive stock options and unvested restricted stock		—	111		—
Diluted EPS	$	2,913	24,688	$	0.12

For the nine months ended September 30, 2023
Basic EPS	$	339	24,636	$	0.01
Effect of dilutive stock options and unvested restricted stock		—	—		—
Diluted EPS	$	339	24,636	$	0.01

For the nine months ended September 30, 2022
Basic EPS	$	12,050	24,548	$	0.49
Effect of dilutive stock options and unvested restricted stock		—	126		—
Diluted EPS	$	12,050	24,674	$	0.49

The Company had 114,650 anti-dilutive options as of September 30, 2023 and did not have any anti-dilutive options as of September 30, 2022.

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.

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

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expenses of the Company, and includes the parent company and elimination adjustments to reconcile the results of the operating segment to the consolidated financial statements prepared in conformity with GAAP.


	As of and for the three months ended September 30, 2023						As of and for the nine months ended September 30, 2023
	Primis Mortgage		Primis Bank		Consolidated		Primis Mortgage		Primis Bank		Consolidated

Interest income	$	873	$	47,154	$	48,027	$	1,971	$	140,514	$	142,485
Interest expense		—		23,697		23,697		—		69,499		69,499
Net interest income		873		23,457		24,330		1,971		71,015		72,986
Provision for credit losses		—		1,616		1,616		—		11,231		11,231
Noninterest income		4,932		4,792		9,724		14,463		21,867		36,330
Noninterest expense		5,108		31,840		36,948		15,366		78,975		94,341
Income (loss) before income taxes		697		(5,207)		(4,510)		1,068		2,676		3,744
Income tax expense		174		1,345		1,519		270		3,135		3,405
Net income (loss)	$	523	$	(6,552)	$	(6,029)	$	798	$	(459)	$	339
Assets	$	66,384	$	3,772,475	$	3,838,859	$	66,384	$	3,772,475	$	3,838,859

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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 condensed 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 and nine months ended September 30, 2023 are not necessarily indicative of results that may be attained for any other period. The emphasis of this discussion will be on the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022 for the consolidated statements of income (loss) and comprehensive loss. For the consolidated balance sheets, the emphasis of this discussion will be the balances as of September 30, 2023 compared to December 31, 2022. This discussion and analysis contains statements that may be considered “forward-looking statements” as defined in, and subject to the protections of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See the following section for additional information regarding forward-looking statements.

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” section 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;

●

potential impacts of the adverse developments in the banking industry during 2023 highlighted by high-profile bank failures, including impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto;

●

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

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competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services;

●

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

●

our ability to recover certain losses related to fraudulent loans under the Company's insurance policies and to successfully complete the claims process and minimize the financial impact of these loans;

●

our ability to implement our various strategic and growth initiatives, including our Panacea Financial and Life Premium Finance Divisions, new digital banking platform, V1BE fulfillment service and Primis Mortgage Company as well as our cost saving project to reduce administrative and branch expenses;

●

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

●

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 adverse short-term effects on our results of operations;

●

increased credit risk in our assets and increased operating risk caused by a material change in commercial, consumer and/or real estate loans as a percentage of our total loan portfolio, including as a result of rising interest rates, inflation and recessionary concerns;

●

the concentration of our loan portfolio in loans collateralized by real estate;

●

our level of construction and land development and commercial real estate loans;

●

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

●

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;

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●

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

●

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

●

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

●

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

●

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

●

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

●

changes in accounting policies, rules and practices and applications or determinations made thereunder, including the impact of the adoption of the current expected credit losses (“CECL”) methodology;

●

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; and

●

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. As of September 30, 2023, Primis Bank had thirty-two full-service branches in Virginia and Maryland and also provides services to customers through certain online and mobile applications. Thirty full-service retail branches are in Virginia and two full-service retail branches are in Maryland. The Company is headquartered in McLean, Virginia and has an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia. Our deposits are insured, up to applicable limits, by the Federal Deposit Insurance Corporation (the “FDIC”). Primis Mortgage Company, a residential mortgage lender headquartered in Wilmington, North Carolina, is also a consolidated subsidiary of Primis Bank.

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

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

Current Economic Environment

U.S. economic growth accelerated in the third quarter of 2023, with Real Gross Domestic Product growing by an annualized 4.9%. According to the U.S. Bureau of Labor and Statistics, the rate of unemployment was 3.8% in September 2023 and nonfarm payrolls grew at a robust pace. The Federal Reserve (the “Fed”) has raised interest rates 525 bps in total since March of 2022, a pace that has not been experienced in more than 40 years, and sits at a range of 5.25% to 5.50%. Inflation, while beginning to show signs of moderating, remains higher than the Fed’s long term target rate of 2.0% and the Fed appears committed to maintaining high rates until inflation is back at their target rate. The Fed has indicated that future rate adjustments will be data-dependent. Continued higher inflation, as well as strong employment numbers, could lead to at least one more rate increase in 2023 or early 2024.

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

FINANCIAL HIGHLIGHTS (Revised and Restated)

●

Net loss for the three months ended September 30, 2023 totaled $6.0 million, or $0.24 basic and diluted loss per share, compared to net income of $2.9 million, or $0.12 basic and diluted earnings per share for the three months ended September 30, 2022. Net income for the nine months ended September 30, 2023 totaled $0.3 million, or $0.01 basic and diluted earnings per share, compared to $12.1 million, or $0.49 basic diluted earnings per share for the nine months ended September 30, 2022.

●

Total assets as of September 30, 2023 were $3.8 billion, an increase of 7.6% compared to December 31, 2022.

●

Total loans, excluding Paycheck Protection Program (“PPP”) balances as of September 30, 2023, were $3.2 billion, an increase of $234.2 million, or 8%, from December 31, 2022.

●

Total deposits were $3.3 billion at September 30, 2023, an increase of 21% compared to December 31, 2022.

●

Non-time deposits increased to $2.84 billion at September 30, 2023, an increase of $584.1 million, or 26%, compared to December 31, 2022.

●

The ratio of gross loans to deposits declined to 97% at September 30, 2023, from 108% at December 31, 2022.

●

Net interest margin of 2.70% in the third quarter of 2023 was down from 3.53% in the third quarter of 2022 and up from 2.36% in the second quarter of 2023.

●

Allowance for credit losses to total loans was 1.13% at September 30, 2023, compared to 1.17% at December 31, 2022.

●

We began to realize costs savings from administrative reductions and other cost controls with noninterest expense, excluding the goodwill impairment charge, of $25.8 million in the third quarter of 2023 versus $30.4 million in the second quarter of 2023.

●

Asset quality improved meaningfully from year end with nonperforming assets as a percent of total assets (excluding SBA guarantees) at 0.51% at September 30, 2023 compared to 0.98% at December 31, 2022.

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RESULTS OF OPERATIONS (Revised and Restated)

Net Income (Loss)

Three-Month Comparison. Net loss for the three months ended September 30, 2023 totaled $6.0 million, or $0.24 basic and diluted loss per share, compared to net income of $2.9 million, or $0.12 basic and diluted earnings per share for the three months ended September 30, 2022. The 307% decrease in net income (loss) during the three months ended September 30, 2023 compared to the three months ended September 30, 2022 was driven by a $11.2 million goodwill impairment charge in the third quarter.

Nine-Month Comparison. Net income for the nine months ended September 30, 2023 totaled $0.3 million, or $0.01 basic and diluted earnings per share, compared to $12.1 million, or $0.49 basic and diluted earnings per share for the nine months ended September 30, 2022. The 97% decrease in net income during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily related to a $11.2 million goodwill impairment charge in the third quarter of 2023. The decrease was also driven by higher noninterest expenses from an increase in employee compensation and benefits expense due to the growth of Primis Mortgage, higher data processing expense driven by the increase in customer accounts and related transactions on our digital deposit platform, and an increase in provision for loan losses associated with several specific loan relationships in the current year, partially offset by higher mortgage banking income due to the growth of Primis Mortgage and an increase in Consumer Program derivative income due to higher origination volume during the year of Consumer Program loans with 0% promotional interest rates.

Net Interest Income

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

Three-Month Comparison. Net interest income was $24.3 million for the three months ended September 30, 2023, compared to $27.1 million for the three months ended September 30, 2022. Our net interest margin for the three months ended September 30, 2023 was 2.70%, compared to 3.53% for the three months ended September 30, 2022. Net interest margin for three months ended September 30, 2023 compared to the same period in 2022 was affected primarily by the interest spread being less, indicative of the cost of interest bearing liabilities increasing more than the yield on interest bearing assets. We also had interest-bearing liabilities grow, on average, quicker than interest-earning assets over the periods. Total income on interest-earning assets was $48.0 million and $32.3 million for the three months ended September 30, 2023 and 2022, respectively, as average interest-earning assets grew approximately $528 million. The yield on average interest-earning assets was 5.33% and 4.20% for the three months ended September 30, 2023 and 2022, respectively. Increase in yield on average interest-earnings assets was driven by higher rates on cash and loans in the three months ended September 30, 2023 compared to the three months ended September 30, 2022. The cost of average interest-bearing deposits increased 239 basis points to 3.03% for the three months ended September 30, 2023, compared to 0.64% for the three months ended September 30, 2022, as average interest-bearing deposits grew approximately $795 million. The increase in interest expense was driven by higher costs in every interest-bearing category with the largest driver being an increase in average savings deposits of $485 million with an average increase in cost of these deposits of 355 basis points. This increase was primarily a result of the use of our digital deposit platform by new and existing customers which generated approximately $1.0 billion in new deposits during the first quarter of 2023.

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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 Margin
	Analysis For the Three Months Ended
	September 30, 2023						September 30, 2022
			Interest						Interest
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate

	(Dollar amounts in thousands)

Assets
Interest-earning assets:
Loans held for sale	$	55,775	$	873	6.21	%	$	21,199	$	263	4.92	%
Loans, net of deferred fees ^{(1) (2)}		3,193,236		44,439	5.52	%		2,667,406		29,950	4.45	%
Investment securities		234,601		1,593	2.69	%		269,780		1,518	2.23	%
Other earning assets		93,159		1,122	4.78	%		90,268		555	2.44	%
Total earning assets		3,576,771		48,027	5.33	%		3,048,653		32,286	4.20	%
Allowance for credit losses		(37,262)						(29,830)
Total non-earning assets		305,300						264,564
Total assets	$	3,844,809					$	3,283,387

Liabilities and stockholders' equity
Interest-bearing liabilities:
NOW and other demand accounts	$	806,339	$	4,460	2.19	%	$	660,387	$	536	0.32	%
Money market accounts		850,892		6,555	3.06	%		803,860		1,667	0.82	%
Savings accounts		703,809		6,760	3.81	%		219,240		141	0.26	%
Time deposits		460,961		3,801	3.27	%		343,986		943	1.09	%
Total interest-bearing deposits		2,822,001		21,576	3.03	%		2,027,473		3,287	0.64	%
Borrowings		119,797		2,121	7.02	%		166,622		1,870	4.45	%
Total interest-bearing liabilities		2,941,798		23,697	3.20	%		2,194,095		5,157	0.93	%
Noninterest-bearing liabilities:
Demand deposits		472,485						665,020
Other liabilities		39,303						24,266
Total liabilities		3,453,586						2,883,381
Stockholders' equity		391,223						400,006
Total liabilities and stockholders' equity	$	3,844,809					$	3,283,387
Net interest income			$	24,330					$	27,129
Interest rate spread					2.13	%					3.27	%
Net interest margin					2.70	%					3.53	%

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

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

Nine-Month Comparison. Net interest income was $73.0 million for the nine months ended September 30, 2023, compared to $74.4 million for the nine months ended September 30, 2022. Our net interest margin for the nine months ended September 30, 2023 was 2.61%, compared to 3.27% for the nine months ended September 30, 2022. The combination in the industry of growth in deposit account rates and consumer preferences shifting from non-interest bearing to higher rate products impacted interest expense and net interest income during the period. Net interest margin was further affected by excess cash balances during the first half of the year, that are part of average other earning assets that earned lower rates compared to the rates earned by our loan portfolio and paid on the related deposits that brought the cash onto the balance sheet. Total income on interest-earning assets was $142.5 million and $87.0 million for the nine months ended September 30, 2023 and 2022, respectively, driven by average interest-earning asset growth of $686 million. The yield on average interest-earning assets was 5.10% and 3.82% for the nine months ended September 30, 2023 and 2022, respectively. Increase in yield on average interest-earnings assets was driven by higher rates on cash and loans in 2023 compared to 2022. The cost of average interest-bearing deposits increased 233 basis points to 2.84% for the nine months ended September 30, 2023, compared to 0.51% for the nine months ended September 30, 2022 as average interest-bearing deposits grew approximately $792 million. The increase was driven by higher costs in every deposit category with the largest driver being an increase in average savings deposits of $553 million with an average increase in cost of those

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deposits of 352 basis points. This increase was primarily a result of the aforementioned growth of the digital deposit platform. Average loans during the nine months ended September 30, 2023 were $3.1 billion, compared to $2.5 billion during the nine months ended September 30, 2022 and the yield on the loans grew by 102 basis points.


	Average Balance Sheets and Net Interest Margin
	Analysis For the Nine Months Ended
	September 30, 2023						September 30, 2022
			Interest						Interest
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate

	(Dollar amounts in thousands)
Assets
Interest-earning assets:
Loans held for sale	$	43,384	$	1,964	6.05	%	$	9,456	$	356	5.03	%
Loans, net of deferred fees ^{(1) (2)}		3,099,224		123,289	5.32	%		2,512,433		80,835	4.30	%
Investment securities		240,525		4,728	2.63	%		286,525		4,393	2.05	%
Other earning assets		348,831		12,504	4.79	%		237,299		1,409	0.79	%
Total earning assets		3,731,964		142,485	5.10	%		3,045,713		86,993	3.82	%
Allowance for credit losses		(35,722)						(29,640)
Total non-earning assets		296,197						259,914
Total assets	$	3,992,439					$	3,275,987

Liabilities and stockholders' equity
Interest-bearing liabilities:
NOW and other demand accounts	$	785,480	$	11,070	1.88	%	$	723,857	$	1,758	0.32	%
Money market accounts		844,752		17,587	2.78	%		808,013		3,464	0.57	%
Savings accounts		775,024		21,915	3.78	%		222,105		432	0.26	%
Time deposits		481,813		10,831	3.01	%		341,160		2,317	0.91	%
Total interest-bearing deposits		2,887,069		61,403	2.84	%		2,095,135		7,971	0.51	%
Borrowings		172,662		8,096	6.27	%		148,549		4,594	4.13	%
Total interest-bearing liabilities		3,059,731		69,499	3.04	%		2,243,684		12,565	0.75	%
Noninterest-bearing liabilities:
Demand deposits		500,459						602,872
Other liabilities		35,457						23,179
Total liabilities		3,595,647						2,869,735
Stockholders' equity		396,792						406,252
Total liabilities and stockholders' equity	$	3,992,439					$	3,275,987
Net interest income			$	72,986					$	74,428
Interest rate spread					2.07	%					3.07	%
Net interest margin					2.61	%					3.27	%

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

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

Provision for Credit Losses

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

The Company recorded a provision for credit losses for the three and nine months ended September 30, 2023 of $1.6 million and $11.2 million, respectively, compared to a provision for credit losses for the three and nine months ended

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September 30, 2022 of $2.9 million and $3.4 million, respectively. For the three and nine months ended September 30, 2023, $2.1 million and $8.2 million, respectively, were due to charge-offs and additional reserve calculated in our normal reserve process for the Consumer Program portfolio. Excluding the provision amounts related to the Consumer Program, we would have recorded a recovery for credit losses of $0.5 million and a provision of $3.1 million for the three and nine months ended September 30, 2023, respectively.

We had charge-offs totaling $4.5 million and $1.2 million during the three months ended September 30, 2023 and 2022, respectively, and $10.7 million and $1.3 million during nine months ended September 30, 2023 and 2022, respectively. During the three and nine months ended September 30, 2023, the charge-offs included $2.2 million and $5.7 million, respectively, related to the Consumer Program and a majority of the remaining were related to the partial resolution of the assisted living relationship that had been reserved for in prior quarters. There were recoveries totaling $0.2 million and $10 thousand during the three months ended September 30, 2023 and 2022, respectively, and $0.8 million during both nine months ended September 30, 2023 and 2022.

The Financial Condition section of this MD&A provides information on our loan portfolio, past due loans, nonperforming assets and the allowance for credit losses.

Noninterest Income

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


	For the Three Months Ended
	September 30,
(dollars in thousands)	2023		2022		Change
Account maintenance and deposit service fees	$	1,534	$	1,525	$	9
Income from bank-owned life insurance		787		394		393
Mortgage banking income		4,922		2,197		2,725
Gain on sale of loans		217		—		217
Consumer Program derivative		2,033		(871)		2,904
Other noninterest income		231		283		(52)
Total noninterest income	$	9,724	$	3,528	$	6,196

Noninterest income increased 176% to $9.7 million for the three months ended September 30, 2023, compared to $3.5 million for the three months ended September 30, 2022. The increase in noninterest income was primarily related to $2.9 million of higher Consumer Program derivative income and $2.7 million of higher mortgage banking income. The Consumer Program derivative was comprised of $9 thousand in fair value adjustment gains and $2.0 million of income related to waived interest and credit loss reimbursements from the derivative counterparty under the Consumer Program agreement. In comparison, during the three months ended September 30, 2022, the Consumer Program derivative losses were driven by $0.9 million of fair value loss adjustments as a result of a smaller portion of the loan portfolio being 0% promotional interest loans compared to the current year combined with less credit losses in the prior year which results in expected payments by us to the derivative counterparty. We purchased Primis Mortgage on May 31, 2022, and during the third quarter of 2022 it was continuing to grow its staffing levels and operations and by comparison by the third quarter of 2023 it had thirteen months growth behind it and therefore materially more loan origination and sales volume driving the income during the third quarter of 2023.

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


	For the Nine Months Ended
	September 30,
(dollars in thousands)	2023		2022		Change
Account maintenance and deposit service fees	$	4,215	$	4,318	$	(103)
Income from bank-owned life insurance		1,601		1,147		454
Mortgage banking income		14,435		2,790		11,645
Gain on sale of loans		268		—		268
Consumer Program derivative		15,233		(1,055)		16,288
Other noninterest income		578		864		(286)
Total noninterest income	$	36,330	$	8,064	$	28,266

Noninterest income increased 351% to $36.3 million for the nine months ended September 30, 2023, compared to $8.1 million for the nine months ended September 30, 2022. The increase in noninterest income was primarily related to $16.3 million in higher Consumer Program derivative income and $11.6 million of higher mortgage banking income during the nine months ended September 30, 2023. The increase in the mortgage banking income is related to the purchase of Primis Mortgage in May 2022, resulting in only four months of operations in the results of last year compared to a full nine months in 2023, coupled with meaningful growth in the business in the year since the purchase. Mortgage banking income includes fair value adjustments, origination income, and gains on sales of mortgage loans held for sale. The increase in the Consumer Program derivative was driven by $11.1 million in fair value adjustment gains on the derivative asset and $4.1 million of income related to waived interest and credit loss reimbursements from the derivative counterparty under the Consumer Program agreement. The fair value adjustment gains on the Consumer Program derivative was driven by substantial growth of the promotional interest portion of the Consumer Program loan portfolio coupled with the increased credit losses on the overall portfolio.

Noninterest Expense

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


	For the Three Months Ended
	September 30,
(dollars in thousands)	2023		2022		Change
Salaries and benefits	$	13,809	$	12,594	$	1,215
Occupancy expenses		1,633		1,402		231
Furniture and equipment expenses		1,537		1,455		82
Amortization of core deposit intangible		317		326		(9)
Virginia franchise tax expense		849		813		36
FDIC insurance assessment		820		199		621
Data processing expense		2,250		1,528		722
Marketing expense		377		938		(561)
Telephone and communication expense		356		342		14
Professional fees		1,118		1,261		(143)
Miscellaneous lending expenses		424		701		(277)
Fraud losses		267		263		4
Goodwill impairment		11,150		—		11,150
Other operating expenses		2,041		2,063		(22)
Total noninterest expenses	$	36,948	$	23,885	$	13,063

Noninterest expenses were $36.9 million during the three months ended September 30, 2023, compared to $23.9 million during the three months ended September 30, 2022. The 55% increase in noninterest expenses was primarily related to $11.2 million of goodwill impairment in the third quarter of 2023. Increase in noninterest expense was also

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driven by a $1.2 million increase in employee compensation in the third quarter of 2023 related to increased head count at the Bank, Primis Mortgage, and Panacea compared to the third quarter of 2022, along with personnel costs incurred related to the cost savings initiative announced at the end of the second quarter of 2023. The increase in noninterest expense during the three months ended September 30, 2023 was also attributable to a $0.7 million increase in data processing expense driven by substantially higher application volume on the digital deposit platform as a result of a savings account rate promotion offered during 2023 and $0.7 million higher FDIC insurance costs due to the significant growth in deposits partially offset by a decline in marketing expense.

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


	For the Nine Months Ended
	September 30,
(dollars in thousands)	2023		2022		Change
Salaries and benefits	$	44,120	$	32,792	$	11,328
Occupancy expenses		4,671		4,277		394
Furniture and equipment expenses		4,966		3,683		1,283
Amortization of core deposit intangible		952		1,008		(56)
Virginia franchise tax expense		2,546		2,440		106
FDIC insurance assessment		2,254		658		1,596
Data processing expense		7,329		4,311		3,018
Marketing expense		1,467		2,134		(667)
Telephone and communication expense		1,149		1,090		59
Professional fees		3,055		3,182		(127)
Miscellaneous lending expenses		1,878		1,074		804
Fraud losses		2,719		373		2,346
Goodwill impairment		11,150		—		11,150
Other operating expenses		6,085		6,438		(353)
Total noninterest expenses	$	94,341	$	63,460	$	30,881

Noninterest expenses were $94.3 million during the nine months ended September 30, 2023, compared to $63.5 million during the nine months ended September 30, 2022. The 49% increase in noninterest expenses was primarily attributable to a $11.2 million goodwill impairment charge in the third quarter of 2023 and a $11.3 million increase in employee compensation and benefits expense mainly related to increased head count at the Bank, Primis Mortgage and Panacea in the nine months ended September 30, 2023 compared to 2022 and also due to expenses associated with the branch consolidation announced in the second quarter of 2023. The increase in noninterest expense during the nine months ended September 30, 2023 was also driven by a $3.0 million increase in data processing expense in 2023 driven by substantially higher application volume on the digital deposit platform as a result of a savings account rate promotion offered during 2023. The growth in deposits during the year, driven by the digital platform growth, also drove higher FDIC insurance costs of $1.6 million compared to the nine months ended September 30, 2022. Furniture and equipment expenses increased $1.3 million due to growth in the Bank, Primis Mortgage, and Panacea, and also due to write-downs of assets related to the cost savings initiative announced in the second quarter of 2023. We also experienced an increase of $2.3 million in fraud losses during the nine months ended September 30, 2023 primarily related to a substantial increase in deposit account fraud in the second quarter of 2023, which was also seen across the industry during that time. Miscellaneous lending expenses increased from prior year primarily driven by higher servicing costs paid to the Consumer Program counterparty that services the originated loans under the agreement, which increased significantly year-over-year.

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FINANCIAL CONDITION (Revised and Restated)

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


	September 30,		December 31,
	2023		2022		Change

Total cash and cash equivalents	$	93,865	$	77,859	$	16,006
Securities available-for-sale		216,875		236,315		(19,440)
Securities held-to-maturity		11,975		13,520		(1,545)
Loans held for sale		66,266		27,626		38,640
Net loans		3,142,484		2,912,093		230,391
Other assets		307,394		299,251		8,143
Total assets	$	3,838,859	$	3,566,664	$	272,195

Total deposits	$	3,293,404	$	2,722,467	$	570,937
Borrowings		129,011		426,757		(297,746)
Other liabilities		38,834		28,472		10,362
Total liabilities		3,461,249		3,177,696		283,553
Total stockholders' equity		377,610		388,968		(11,358)
Total liabilities and stockholders' equity	$	3,838,859	$	3,566,664	$	272,195

Loans

Total loans were $3.1 billion and $2.9 billion at September 30, 2023 and December 31, 2022, respectively, an 8% increase from year end. As of September 30, 2023 and December 31, 2022, a majority of our loans were to customers located in Virginia and Maryland. We are not dependent on any single customer or group of customers whose insolvency would have a material adverse effect on our operations.

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


	September 30, 2023				December 31, 2022
	Amount		Percent		Amount		Percent
Loans secured by real estate:
Commercial real estate - owner occupied	$	440,344	13.9	%	$	459,866	15.6	%
Commercial real estate - non-owner occupied		576,881	18.2	%		579,733	19.7	%
Secured by farmland		5,082	0.2	%		5,970	0.2	%
Construction and land development		172,005	5.4	%		148,690	5.0	%
Residential 1-4 family		600,389	18.9	%		609,694	20.7	%
Multi- family residential		129,586	4.1	%		140,321	4.8	%
Home equity lines of credit		59,996	1.9	%		65,152	2.2	%
Total real estate loans		1,984,283	62.4	%		2,009,426	68.2	%

Commercial loans		613,658	19.3	%		520,741	17.7	%
Paycheck protection program loans		2,105	0.1	%		4,564	0.2	%
Consumer loans		572,308	18.0	%		405,278	13.8	%
Total Non-PCD loans		3,172,354	99.8	%		2,940,009	99.8	%
PCD loans		5,992	0.2	%		6,628	0.2	%
Total loans	$	3,178,346	100.0	%	$	2,946,637	100.0	%

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Consumer Program Loans

The Company has $186.8 million and $134.4 million of loans outstanding in the Consumer Program as of September 30, 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 loans category disclosures. As of September 30, 2023, 44% of the loans were in a promotional period requiring no payment of interest on their loans with 47% of these promotional loan periods ending in the next 12 months and the remaining ending within 24 months of September 30, 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 September 30, 2023 (in thousands):


			After 1 Year				After 5 Years
			Through 5 Years				Through 15 Years				After 15 Years
	One Year		Fixed		Floating		Fixed		Floating		Fixed		Floating
	or Less		Rate		Rate		Rate		Rate		Rate		Rate		Total
Loans secured by real estate:
Commercial real estate - owner occupied	$	27,431	$	111,535	$	20,049	$	110,474	$	103,185	$	2,293	$	65,377	$	440,344
Commercial real estate - non-owner occupied		17,328		192,171		39,581		62,609		67,710		1,374		196,108		576,881
Secured by farmland		1,544		853		288		223		864		—		1,310		5,082
Construction and land development		123,815		24,637		15,430		748		5,068		677		1,630		172,005
Residential 1-4 family		17,545		44,730		8,239		28,556		53,692		71,436		376,191		600,389
Multi- family residential		9,391		61,921		11,709		1,351		18,422		—		26,792		129,586
Home equity lines of credit		6,322		3,294		9,929		49		2,250		30		38,122		59,996
Total real estate loans		203,376		439,141		105,225		204,010		251,191		75,810		705,530		1,984,283
Commercial loans		110,201		114,604		136,474		198,879		49,586		1,120		2,794		613,658
Paycheck protection program loans		24		1,887		—		194		—		—		—		2,105
Consumer loans		2,094		268,515		111,417		88,586		99,567		2,106		23		572,308
Total Non-PCD loans		315,695		824,147		353,116		491,669		400,344		79,036		708,347		3,172,354
PCD loans		3,036		1,320		—		—		1,241		395		-		5,992
Total loans	$	318,731	$	825,467	$	353,116	$	491,669	$	401,585	$	79,431	$	708,347	$	3,178,346

The following table sets forth the contractual maturity ranges of our Consumer Program loan portfolio as of September 30, 2023, which is only originated at fixed rates (in thousands):


	One Year or Less		After One Year to Five Years		After Five Through Ten Years		After Ten Years		Total
Consumer Program Loans	$	389	$	127,141	$	59,079	$	236	$	186,845

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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):


	Amount ending		Amount ending
	No Interest		No Interest		Total Interest
	Promo Period in		Promo Period in		Promo
	next 12 months		next 13-24 months		as of 9/30/23
Consumer Program Loans	$	38,067	$	43,439	$	81,506

During the three and nine months ended September 30, 2023, $3.7 million and $5.9 million of promotional loans paid off prior to the end of their promotional periods while $1.8 million and $3.0 million of promotional loans reached the end of the promotional period and entered amortization.

Asset Quality

While the financial impact of COVID-19 largely subsided in 2023, the residual effect of COVID-19 and its variants, as well as new risks emerging from geopolitical conflict, inflation, bank failures and the threat of a recession continue to cause economic instability. Despite this economic uncertainty, our asset quality remained strong during 2023 and improved from December 31, 2022. We will generally place a loan on nonaccrual status when it becomes 90 days past due. Loans will also be placed on nonaccrual status in cases where we are uncertain whether the borrower can satisfy the contractual terms of the loan agreement. Cash payments received while a loan is categorized as nonaccrual will be recorded as a reduction of principal as long as doubt exists as to future collections.

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

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

Total calculated reserves increased by $1.4 million to $35.9 million at the end of September 30, 2023 compared to $34.5 million at December 31, 2022, driven by growth in the Consumer Program loan portfolio and secondarily due to the $231.7 million in overall loan growth experienced in 2023.

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


	September 30,			December 31,
	2023			2022
Nonaccrual loans	$	20,171		$	35,484
Loans past due 90 days and accruing interest		1,714			3,361
Total nonperforming assets		21,885			38,845

SBA guaranteed amounts included in nonperforming loans	$	2,290		$	3,969

Allowance for credit losses to total loans		1.13	%		1.17	%
Allowance for credit losses to nonaccrual loans		177.79	%		97.35	%
Allowance for credit losses to nonperforming loans		163.87	%		88.93	%
Nonaccrual to total loans		0.63	%		1.20	%
Nonperforming assets excluding SBA guaranteed loans to total assets		0.51	%		0.98	%

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

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

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

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

Investment Securities

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

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We classify our investment securities as either held-to-maturity or available-for-sale. Debt investment securities that Primis has the positive intent and ability to hold to maturity are classified as held-to-maturity and carried at amortized cost. Investment securities classified as available-for-sale are those debt securities that may be sold in response to changes in interest rates, liquidity needs or other similar factors. Investment securities available-for-sale are carried at fair value, with unrealized gains or losses net of deferred taxes, included in accumulated other comprehensive income (loss) in stockholders’ equity. Our portfolio of available-for-sale securities currently contains a material amount of unrealized mark-to-market adjustments due to increases in market interest rates since the original purchase of many of these securities. We have the intention to hold these securities until maturity or recovery of the value and do not anticipate realizing any losses on the investments.

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

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


	September 30,		December 31,
	2023		2022
Available-for-sale investment securities:
Residential government-sponsored mortgage-backed securities	$	93,865	$	102,881
Obligations of states and political subdivisions		28,312		29,178
Corporate securities		13,314		14,828
Collateralized loan obligations		4,955		4,876
Residential government-sponsored collateralized mortgage obligations		29,745		26,595
Government-sponsored agency securities		12,968		14,616
Agency commercial mortgage-backed securities		29,280		37,417
SBA pool securities		4,436		5,924
Total	$	216,875	$	236,315

Held-to-maturity investment securities:
Residential government-sponsored mortgage-backed securities	$	9,357	$	10,522
Obligations of states and political subdivisions		2,390		2,721
Residential government-sponsored collateralized mortgage obligations		228		277
Total	$	11,975	$	13,520

We recognized an immaterial amount of credit impairment charges related to credit losses on our held-to-maturity investment securities during the three and nine months ended September 30, 2023 and no credit losses during the three and nine months ended September 30, 2022.

Deposits 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, as well as nationally through advertising and online banking. We use deposits as a principal source of funding for our lending, purchasing of investment securities and for other business purposes.

Total deposits increased 21% to $3.3 billion as of September 30, 2023 from $2.7 billion as of December 31, 2022. The increase in deposits from year-end was primarily driven by the substantial growth in the Bank’s digital deposit platform in 2023. The majority of the overall deposit growth was in savings accounts with the remainder largely in NOW accounts

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(both largely coming from the digital platform). Savings accounts increased 204% from $245.8 million as of December 31, 2022 to $746.6 million as of September 30, 2023. NOW accounts increased 30% from $617.7 million as of December 31, 2022 to $803.3 million as of September 30, 2023. Our deposits are diversified in type and by underlying customer and lack significant concentrations to any type of customer (i.e. commercial, consumer, government) or industry.

Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes. Total uninsured deposits as calculated per regulatory guidance were $1.11 billion, or 34% of total deposits, at September 30, 2023. Liquidity sources represent almost 185% of uninsured or unsecured deposits, up substantially from December 31, 2022.

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

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 September 30, 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 September 30, 2023, we had $558.9 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 $3.8 million and $6.4 million at September 30, 2023 and December 31, 2022, respectively.

We had secured borrowings of $29.6 million as of September 30, 2023 related to loan transfers to other financial institutions during the three and nine months ended September 30, 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 institutions 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 institutions 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.

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

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commitments and other new business opportunities. We obtain funding from a variety of sources, including customer deposit accounts, customer certificates of deposit and payments on our loans and investments. If our level of core deposits are not sufficient to fully fund our lending activities, we have access to funding from additional sources, including but not limited to borrowing from the Federal Home Loan Bank of Atlanta and institutional certificates of deposits. In addition, we maintain federal funds lines of credit with two correspondent banks, totaling $75 million, and utilize securities sold under agreements to repurchase (“repo”) and reverse repurchase agreement borrowings from approved securities dealers, as needed.

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

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

As of September 30, 2023 and December 31, 2022, we had pledged callable agency securities, residential government-sponsored mortgage-backed securities and collateralized mortgage obligations with a carrying value of $6.4 million and $14.2 million, respectively, to customers who require collateral for overnight repurchase agreements and deposits.

The balance in repo accounts as of September 30, 2023 and December 31, 2022 was $3.8 million and $6.4 million, respectively.

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

In March 2023, the Federal Reserve established the Bank Term Funding Program (“BTFP”) in response to recent industry disruption, offering loans with up to one year in maturity to eligible depository institutions in exchange for pledged collateral in the form of U.S. Treasuries, agency debt and mortgage-backed securities and other qualifying assets. Borrowing capacity under the BTFP is based on the par value, not fair value, of the collateral. As of September 30, 2023, we had securities available of $133.8 million for utilization with the BTFP, with no borrowings outstanding under the program as of September 30, 2023.

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

As of September 30, 2023, we had $467.3 million of unfunded lines of credit and undisbursed construction loan funds, not all of which will ultimately be drawn. The amount of certificate of deposit accounts maturing in less than one year was $394.7 million as of September 30, 2023, including $75.0 million of brokered CDs as discussed above. Management anticipates that funding requirements for these commitments can be met in the normal course of our operations.

As of September 30, 2023, Primis was not aware of any known trends, events or uncertainties that have or are reasonably likely to have a material impact on our liquidity. As of September 30, 2023, Primis has no material commitments for capital expenditures.

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Stockholder’s equity

Stockholder’s equity balances decreased $11.4 million from December 31, 2022 to September 30, 2023 as a result of an increase in unrealized mark-to-market adjustments on the Company’s available-for-sale securities portfolio due to increases in market interest rates during the nine months ended September 30, 2023 and dividends on common stock exceeding earnings in the period, primarily as a result of the non-cash goodwill impairment charge during the three and nine months ended September 30, 2023. The Company has the intent and ability to hold the available-for-sale securities that are currently in an unrealized loss position until maturity or recovery of the value and does not anticipate realizing any losses on the investments.

Capital Resources

Capital management consists of providing equity to support both current and future operations. Primis Financial Corp. and its subsidiary, Primis Bank, are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (“PCA”), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. As of September 30, 2023 and December 31, 2022, the most recent regulatory notifications categorized the Bank as well capitalized under regulatory framework for PCA.

Quantitative measures established by regulation to ensure capital adequacy require Primis to maintain minimum amounts and ratios of Total and Tier I capital (as defined in the regulations) to average assets (as defined). Management believes, as of September 30, 2023, that Primis meets all capital adequacy requirements to which it is subject.

The following table provides a comparison of the leverage and risk-weighted capital ratios of Primis Financial Corp. and Primis Bank at the periods indicated to the minimum and well-capitalized required regulatory standards. These ratios were not impacted by the goodwill impairment charge incurred during the period because goodwill is not a component of the calculations:


	Minimum
	Required for
	Capital		To Be		Actual Ratio at
	Adequacy		Categorized as		September 30,		December 31,
	Purposes		Well Capitalized⁽¹⁾		2023		2022
Primis Financial Corp.
Leverage ratio	4.00	%	n/a		8.60	%	9.52	%
Common equity tier 1 capital ratio	4.50	%	n/a		9.36	%	10.07	%
Tier 1 risk-based capital ratio	6.00	%	n/a		9.66	%	10.40	%
Total risk-based capital ratio	8.00	%	n/a		13.05	%	14.33	%

Primis Bank
Leverage ratio	4.00	%	5.00	%	10.49	%	11.24	%
Common equity tier 1 capital ratio	7.00	%	6.50	%	11.79	%	12.40	%
Tier 1 risk-based capital ratio	8.50	%	8.00	%	11.79	%	12.40	%
Total risk-based capital ratio	10.50	%	10.00	%	12.91	%	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%,

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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 4.91% as of September 30, 2023, which exceeded the 2.50% minimum requirement below which the regulators may impose limits on distributions.

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

CRITICAL ACCOUNTING POLICIES (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 the Form 10-K/A for the year ended December 31, 2022. Disclosures regarding changes in our significant accounting policies since year end and the effects of new accounting pronouncements are included in “Note 1 - Accounting Policies” in this Form 10-Q/A.

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

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

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

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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 September 30, 2023 and December 31, 2022. All changes are within our Asset/Liability Risk Management Policy guidelines.


	Sensitivity of Economic Value of Equity
	As of September 30, 2023
							Economic Value of
	Economic Value of Equity						Equity as a % of
Change in Interest Rates			$ Change		% Change		Total		Equity
in Basis Points (Rate Shock)	Amount		From Base		From Base		Assets		Book Value

	(dollar amounts in thousands)
Up 400	$	520,349	$	(62,585)	(10.74)	%	13.55	%	137.80	%
Up 300		532,343		(50,591)	(8.68)	%	13.87	%	140.98	%
Up 200		544,038		(38,896)	(6.67)	%	14.17	%	144.07	%
Up 100		570,057		(12,877)	(2.21)	%	14.85	%	150.96	%
Base		582,934		—	—	%	15.19	%	154.37	%
Down 100		583,336		402	0.07	%	15.20	%	154.48	%
Down 200		567,995		(14,939)	(2.56)	%	14.80	%	150.42	%


	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	%
Down 200		513,948		(30,597)	(5.62)	%	14.41	%	132.13	%

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

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model assumes that the composition of our interest sensitive assets and liabilities existing as of September 30, 2023 and December 31, 2022 remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. All changes are within our ALM Policy guidelines as of September 30, 2023 and December 31, 2022.


	Sensitivity of Net Interest Income
	As of September 30, 2023
	Adjusted Net Interest Income
Change in Interest Rates			$ Change
in Basis Points (Rate Shock)	Amount		From Base

	(dollar amounts in thousands)
Up 400	$	104,691	$	(14,577)
Up 300		107,573		(11,695)
Up 200		110,454		(8,814)
Up 100		115,369		(3,899)
Base		119,268		—
Down 100		121,676		2,408
Down 200		122,186		2,918


	Sensitivity of Net Interest Income
	As of December 31, 2022
	Adjusted Net Interest Income
Change in Interest Rates			$ Change
in Basis Points (Rate Shock)	Amount		From Base

	(dollar amounts in thousands)
Up 400	$	108,514	$	(12,447)
Up 300		111,127		(9,834)
Up 200		113,730		(7,231)
Up 100		117,811		(3,150)
Base		120,961		—
Down 100		122,070		1,109
Down 200		120,687		(274)

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

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

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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 nine months ended September 30, 2023.

Management identified the additional material weakness over the Company’s internal controls over financial reporting for the nine months ended September 30, 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 September 30, 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 weakness, 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 and nine months ended September 30, 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.

(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;

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●

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 and nine months ended September 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

Primis and Primis Bank are from time to time a party, as both plaintiff and defendant, to various claims and proceedings arising in the ordinary course of the Bank’s business, including administrative and/or legal proceedings that may include employment-related claims, as well as claims of lender liability, breach of contract, and other similar lending-related claims. While the ultimate resolution of these matters cannot be determined at this time, the Bank’s management presently believes that such matters, individually and in the aggregate, will not have a material adverse effect on the Bank’s financial condition or results of operations. There are no proceedings pending, or to management’s knowledge, threatened, that represent a significant risk against Primis or Primis Bank as of September 30, 2023.

ITEM 1A – RISK FACTORS (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.

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

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in the banking industry, all of which may increase our costs of doing business and reduce our profitability. Among other things, there may be an increased focus by both regulators and investors on deposit composition, the level of uninsured deposits, losses embedded in the held-to-maturity portion of our securities portfolio, contingent liquidity, CRE composition and concentration, capital position and our general oversight and internal control structures regarding the foregoing. As a result, Primis Bank could face increased scrutiny or be viewed as higher risk by regulators and the investor community.

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

Not applicable.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

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

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ITEM 6 – EXHIBITS (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 June 30, 2021 (incorporated herein by reference to Exhibit 3.1 to Primis Financial Corp.’s Current Report on Form 8-K filed on June 30, 2021)

3.5		Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to Primis Financial Corp.’s Current Report on Form 8-K filed on June 30, 2021)

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

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

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

101		The following materials from Primis Financial Corp. Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2023, formatted in Inline XBRL (Extensible Business Reporting Language), filed herewith: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (unaudited), (iii) Consolidated Statement of Changes in Stockholders’ Equity (unaudited), (iv) Consolidated Statements of Cash Flows (unaudited), and (v) Notes to Consolidated Financial Statements (unaudited).

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

+ Management contract or compensatory plan or arrangement

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


November 8, 2024		/s/ Dennis J. Zember, Jr.
(Date)		Dennis J. Zember, Jr.
		President and Chief Executive Officer



November 8, 2024		/s/ Matthew Switzer
(Date)		Matthew Switzer
		Executive Vice President and Chief Financial Officer