Primis Financial Corp 2024年季度报告

FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 Commission File No. 001-33037 PRIMIS FINANCIAL CORP.(Exact name of registrant as specified in its charter) Virginia(State or other jurisdictionof incorporation or organization) 1676 International Drive, Suite 900McLean, 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: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod 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, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smallerreporting company”, and “emerging growth company” in Rule 12b–2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor 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 29, 2024, there were 24,722,734 shares of common stock, $0.01 par value,outstanding. PRIMIS FINANCIAL CORP.FORM 10-QSeptember 30, 2024 TABLE OF CONTENTSPART I - FINANCIAL INFORMATION Item 1 - Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 20232Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for thethree and nine months ended September 30, 2024 and 20233Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and ninemonths ended September 30, 2024 and 20234Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024and 20236Notes to Unaudited Condensed Consolidated Financial Statements7Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item 3 – Quantitative and Qualitative Disclosures about Market Risk57Item 4 – Controls and Procedures59PART II - OTHER INFORMATIONItem 1 – Legal Proceedings60Item 1A – Risk Factors60Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds60Item 3 – Defaults Upon Senior Securities60Item 4 – Mine Safety Disclosures60Item 5 – Other Information60Item 6 - Exhibits61Signatures63 PRIMIS FINANCIAL CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share amounts) See accompanying notes to unaudited condensed consolidated financial statements. (dollars in thousands, except per share amounts) (Unaudited) (dollars in thousands, except per share amounts) (Unaudited) See accompanying notes to unaudited condensed consolidated financial statements. (dollars in thousands, except per share amounts) (Unaudited) PRIMIS FINANCIAL CORP. Notes to Unaudited Condensed Consolidated Financial Statements 1.ACCOUNTING POLICIES Primis Financial Corp. (“Primis,” “we,” “us,” “our” or the “Company”) is the bank holding company for PrimisBank (“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, 2024, Primis Bank had twenty-four full-service branches in Virginia and Maryland and alsoprovided services to customers through certain online and mobile applications. The Company is headquartered inMcLean, Virginia and has an administrative office in Glen Allen, Virginia and an operations center in Atlee,Virginia. Primis Mortgage Company (“PMC”), a residential mortgage lender headquartered in Wilmington, NorthCarolina, is a consolidated subsidiary of Primis Bank. Panacea Financial Holdings, Inc. (“PFH”), headquartered inLittle Rock, Arkansas, is consolidated into the Company. PFH owns the rights to the Panacea Financial brand and itsintellectual property and partners with the Bank to offer a suite of financial products and services for doctors, theirpractices, and ultimately the broader healthcare industry. The accounting policies and practices of Primis and its subsi