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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 25, 2024
Primis Financial Corp.
(Exact Name of Registrant
as Specified in its Charter)
| Virginia |
001-33037 |
20-1417448 |
(State or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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)
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| COMMON STOCK |
|
FRST |
|
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ¨
Item 2.02. Results of Operations and Financial Condition.
On July 25, 2024, Primis Financial Corp. (“Primis” or the
“Company”) issued a press release announcing its preliminary financial results for the three months ended June 30, 2024.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Company’s independent auditor has not reviewed or audited
these preliminary estimated financial results. The Company’s actual results may differ materially from these preliminary financial
results.
In accordance with General Instruction
B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On July 25, 2024, Primis issued a press release
announcing the declaration of a dividend payable on August 23, 2024 to shareholders of record as of August 9, 2024. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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 hereunto duly authorized.
| |
Primis Financial Corp. |
| |
|
|
| |
|
|
| Date: July 25, 2024 |
By: |
/s/ Matthew A. Switzer |
| |
|
Matthew A. Switzer |
| |
|
Chief Financial Officer |
Exhibit 99.1
Primis Financial Corp. Reports Preliminary Earnings
Per Share for the Second Quarter of 2024
Declares Quarterly Cash Dividend of $0.10 Per
Share
For immediate release
Thursday, July 25, 2024
McLean, Virginia, July 25, 2024 – Primis
Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the
“Bank”), today reported preliminary results for the second quarter of 2024. As previously discussed in its Form 12b-25/A
filed on April 1, 2024, Primis is currently pursuing a consultation process with the Office of the Chief Accountant of the Securities
and Exchange Commission (“SEC”) regarding the accounting for a consumer loan portfolio originated through a third-party. This
process with the SEC is ongoing and must be completed in order for the Company to complete its Annual Report on Form 10-K for the
year ended December 31, 2023, its Quarterly Reports on Form 10-Q for the three and six months ended March 31, 2024 and
June 30, 2024, respectively, and to restate its financial statements for each of the first three quarters of 2023.
While Primis works diligently to complete the
pre-clearance process with the SEC, the Company is providing the preliminary results for the second quarter of 2024 below. These results
reflect the same accounting methodology as in prior periods for the consumer portfolio identified above for comparison purposes and to
demonstrate underlying trends in the Company’s performance. The Company’s independent auditor has not reviewed or audited
these preliminary estimated financial results. The Company’s actual results may differ materially from these preliminary financial
results. This preliminary financial data has been prepared by and is the responsibility of the Company. Until the process with the SEC
is complete, the results should be considered preliminary and are subject to adjustment based on the results of that process, the restatement,
and other developments that may arise between now and the time its audited consolidated financial statements for the year ended December 31,
2023 are issued.
Preliminary Financial Results (Unaudited)
– Q2 2024 versus Q2 2023
| (Dollars in thousands except per share) |
|
Q2 2024 |
|
|
Q2 2023 |
|
| Total Assets |
|
$ |
3,997,539 |
|
|
$ |
3,868,675 |
|
| Loans HFI |
|
|
3,300,562 |
|
|
|
3,194,352 |
|
| Allowance for Credit Losses |
|
|
(41,519 |
) |
|
|
(38,544 |
) |
| Total Deposits |
|
|
3,335,463 |
|
|
|
3,316,996 |
|
| Common Stockholders' Equity |
|
|
405,856 |
|
|
|
392,831 |
|
| |
|
|
|
|
|
|
|
|
| Book Value per Common Share |
|
$ |
16.43 |
|
|
$ |
15.91 |
|
| Effect of Intangible Assets |
|
|
(3.84 |
) |
|
|
(4.34 |
) |
| Tangible Book Value per Common Share |
|
$ |
12.59 |
|
|
$ |
11.57 |
|
| |
|
|
|
|
|
|
|
|
| Net Interest Income |
|
$ |
27,625 |
|
|
$ |
26,235 |
|
| Provision For Credit Losses |
|
|
3,929 |
|
|
|
4,355 |
|
| Noninterest Income |
|
|
14,491 |
|
|
|
8,305 |
|
| Noninterest Expense |
|
|
30,166 |
|
|
|
30,554 |
|
| Pre-Tax Income / (Loss) |
|
|
8,021 |
|
|
|
(369 |
) |
| Tax Expense / (Benefit) |
|
|
2,100 |
|
|
|
(58 |
) |
| Net Income / (Loss) |
|
|
5,921 |
|
|
|
(311 |
) |
| Loss Attributable to Noncontrolling Interest |
|
|
1,900 |
|
|
|
- |
|
| Net Income / (Loss) Avail. To Common |
|
$ |
7,821 |
|
|
$ |
(311 |
) |
| |
|
|
|
|
|
|
|
|
| Basic Earnings per Common Share |
|
$ |
0.32 |
|
|
$ |
(0.01 |
) |
| Diluted Earnings per Common Share |
|
$ |
0.32 |
|
|
$ |
(0.01 |
) |
| |
|
|
|
|
|
|
|
|
| Return on Average Assets |
|
|
0.80 |
% |
|
|
(0.03 |
)% |
| Return on Average Common Equity |
|
|
7.86 |
% |
|
|
(0.31 |
)% |
| Net Interest Margin |
|
|
3.03 |
% |
|
|
2.64 |
% |
| |
|
|
|
|
|
|
|
|
| Nonperforming Assets (excluding SBA Guarantees) |
|
$ |
9,918 |
|
|
$ |
24,673 |
|
| NPAs (excl. SBA Guarantees) / Total Assets |
|
|
0.25 |
% |
|
|
0.64 |
% |
| Net Charge-offs |
|
$ |
5,002 |
|
|
$ |
1,614 |
|
| Net Charge-offs (excluding third-party covered) |
|
|
590 |
|
|
|
195 |
|
| Net C/O's / Avg. Loans (annualized) |
|
|
0.60 |
% |
|
|
0.20 |
% |
| Net C/O's (excl. third-party covered) / Avg. Loans (ann.) |
|
|
0.07 |
% |
|
|
0.02 |
% |
Beginning in the fourth quarter of 2023, results
include consolidated results for Panacea Financial Holdings, Inc. (“PFH”) which is partially owned by the Company. Noncontrolling
interests in the table above represent the portion of PFH losses not owned by Primis. Pre-tax income for the second quarter of 2024 included
$2.34 million of pre-tax losses attributable to PFH. Pre-tax income in the second quarter of 2024 was also impacted by approximately $1.3
million of expenses related to accounting advisory and other projects in the quarter. Adjusting for these items, pre-tax income would
have been $11.66 million in the second quarter of 2024, an increase of $10.54 million as compared to adjusted pre-tax earnings of $1.12
million in the year-ago period.
Declaration of Cash Dividend
The Board of Directors declared a dividend of
$0.10 per share payable on August 23, 2024 to shareholders of record on August 9, 2024. This is Primis’ fifty-first consecutive
quarterly dividend.
About Primis Financial Corp.
As of June 30, 2024, Primis had $4.0 billion
in total assets, $3.3 billion in total loans and $3.3 billion in total deposits. Primis Bank provides a range of financial services to
individuals and small- and medium-sized businesses through twenty-four full-service branches in Virginia and Maryland and provides services
to customers through certain online and mobile applications.
| Contacts: |
Address: |
| Dennis J. Zember, Jr., President and CEO |
Primis Financial Corp. |
| Matthew A. Switzer, EVP and CFO |
1676 International Drive, Suite 900 |
| Phone: (703) 893-7400 |
McLean, VA 22102 |
Primis Financial Corp., NASDAQ Symbol FRST
Website: www.primisbank.com
Conference Call
The Company’s management will host a conference
call to discuss its preliminary second quarter results on Friday, July 26, 2024 at 10:00 a.m. (ET). A live Webcast of the conference
call is available at the following website: https://events.q4inc.com/attendee/808999214. Participants may also call 1-888-330-3573 and
ask for the Primis Financial Corp. call. A replay of the teleconference will be available for 7 days by calling 1-800-770-2030 and providing
Replay Access Code 4440924.
Forward-Looking Statements
This press release and certain of our other filings
with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning
of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements
can generally be identified by such words as "may," "plan," "contemplate," "anticipate," "believe,"
"intend," "continue," "expect," "project," "predict," "estimate," "could,"
"should," "would," "will," and other similar words or expressions of the future or otherwise regarding the
outlook for the Company’s future business and financial performance and/or the performance of the banking industry and economy in
general. These forward-looking statements include, but are not limited to, our expectations regarding our future operating and financial
performance, including the preliminary estimated financial and operating information presented herein, which is subject to adjustment;
our outlook and long-term goals for future growth and new offerings and services; our expectations regarding net interest margin; expectations
on our growth strategy, expense management, capital management and future profitability; expectations on credit quality and performance;
and the assumptions underlying our expectations.
Prospective
investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown
risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from
the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are
based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant
risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. Factors that
might cause such differences include, but are not limited to: the result of the “pre-clearance” process with the Office of
the Chief Accountant of the SEC and the impact on the Company’s financial statements; the Company’s ability to implement
its various strategic and growth initiatives, including its recently established Panacea Financial and Life Premium Finance Divisions,
digital banking platform, V1BE fulfillment service and Primis Mortgage Company; competitive pressures
among financial institutions increasing significantly; changes in applicable laws, rules, or regulations, including changes to statutes,
regulations or regulatory policies or practices; changes in management’s plans for the future; credit risk associated with our lending
activities; the impact of current and future economic and market conditions generally (including seasonality) and in the financial services
industry, nationally and within our primary market areas; changes in interest rates, inflation, loan demand, real estate values, or competition,
as well as labor shortages and supply chain disruptions; changes in accounting principles, policies, or guidelines; adverse results from
current or future litigation, regulatory examinations or other legal and/or regulatory actions; potential impacts of adverse developments
in the banking industry highlighted by high-profile bank failures, including impacts on customer confidence, deposit outflows, liquidity
and the regulatory response thereto; potential increases in the provision for credit losses; our ability to identify and address increased
cybersecurity risks, including those impacting vendors and other third parties; fraud or misconduct by internal or external actors, which
we may not be able to prevent, detect or mitigate; acts of God or of war or other conflicts, including the current Ukraine/Russia conflict
and Israel/Hamas conflict, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions; and
other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products,
or services.
Forward-looking statements speak only as of
the date on which such statements are made. These forward-looking statements are based upon information presently known to the
Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and
uncertainties, including, without limitation, the risks and other factors set forth in the Company’s filings with the
Securities and Exchange Commission, the Company’s Annual Report on Form 10-K for the year ended December 31, 2022,
under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” and in the
Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to
update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to
reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking
statements.
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