Filing Analysis
Primis Financial Corp. held its 2024 Annual Meeting of Stockholders on December 19, 2024. The meeting resulted in the election of three Class III directors and the ratification of Crowe, LLP as the company's independent auditor.
📋 Key Facts
- Annual Meeting held on December 19, 2024.
- Quorum achieved with 21,691,219 shares present out of 24,722,734 outstanding (approx. 87.7% representation).
- Three Class III directors elected: Robert Y. Clagett, Deborah B. Diaz, and Charles A. Kabbash.
- Crowe, LLP ratified as independent registered public accounting firm for fiscal year ending Dec 31, 2024.
- Non-binding advisory vote on executive compensation was approved.
Primis Financial Corp. announced the authorization of a stock repurchase program for up to 740,600 shares and received a favorable decision from the Nasdaq Hearings Panel regarding its continued listing on the Nasdaq Capital Market.
🚩 Red Flags
- Subject to a Mandatory Panel Monitor for a period of one year due to previous non-compliance.
📋 Key Facts
- Board authorized a stock repurchase program for up to 740,600 shares of common stock.
- The Stock Repurchase Program is effective from December 19, 2024, through December 19, 2025.
- Nasdaq Hearings Panel granted the company's request for continued listing on the Nasdaq Capital Market.
- Company regained compliance with Listing Rule 5250(c)(1) as of December 11, 2024.
- The company will be subject to a Mandatory Panel Monitor for one year following the Compliance Decision.
Primis Financial Corp. received an additional notice from Nasdaq regarding continued non-compliance with listing rules due to delinquent financial filings (Q2 2024 and Q3 2024). The company is currently appealing the delisting determination, with a hearing before the Nasdaq Hearings Panel scheduled for December 3, 2024.
🚩 Red Flags
- Delinquent financial reporting (multiple quarters outstanding).
- Ongoing SEC 'pre-clearance' process regarding restatements.
- Active delisting risk; previous 180-day extension has expired.
- Potential for material weaknesses in internal control over financial reporting.
📋 Key Facts
- Received 'Additional Notice' from Nasdaq on November 21, 2024, due to failure to file Q2 2024 and Q3 2024 Form 10-Qs.
- The company remains delinquent in filing its Q2 2024 Form 10-Q due to an ongoing 'pre-clearance' process with the SEC Office of the Chief Accountant.
- A Nasdaq Hearings Panel hearing is scheduled for December 3, 2024.
- The company must submit an update to the Nasdaq Hearings Panel by November 28, 2024.
- The company has already filed its delayed 2023 Form 10-K and 2024 Q1 Form 10-Q.
Primis Bank (a subsidiary of Primis Financial Corp.) has entered into an agreement to sell its Life Premium Finance Division to EverBank, N.A. for a premium of $6.0 million. The transaction involves the sale of approximately $354 million in loans and division operations.
🚩 Red Flags
- Significant disposition of a business division may impact future interest income streams.
📋 Key Facts
- Transaction Date: Agreement entered on October 24, 2024; first closing completed October 31, 2024.
- Buyer: EverBank, N.A.
- Asset Value: Approximately $354 million in loans sold in the first phase, with an additional $19 million expected before final closing.
- Transaction Premium: $6.0 million.
- Final Closing Date: Expected by January 31, 2025.
- Retained Assets: Primis Bank is retaining a subset of mostly fixed-rate and rate-capped loans from the division.
Primis Financial Corp. has received a stay extension from Nasdaq regarding its pending delisting, which was triggered by failure to file timely periodic reports due to financial restatements and SEC pre-clearance processes. A hearing before the Nasdaq Hearings Panel is scheduled for December 3, 2024.
🚩 Red Flags
- Ongoing delisting risk (Nasdaq Listing Rule 5250(c)(1) non-compliance).
- Material delays in mandatory financial reporting (Form 10-K and Q1/Q2 10-Qs).
- Requirement for restatement of certain financial statements.
- Ongoing 'pre-clearance' process with the SEC Office of the Chief Accountant, indicating significant accounting complexity or disagreement.
- Potential for additional material weaknesses in internal control over financial reporting.
📋 Key Facts
- The company failed to regain compliance with Nasdaq Listing Rule 5250(c)(1) within the 180-day extension period.
- Delisting notice was originally received on October 3, 2024.
- A stay of delisting has been granted by Nasdaq, extending until a hearing is held.
- The Nasdaq Hearings Panel hearing is scheduled for December 3, 2024.
- The company has filed its Form 10-K but still needs to file Q1 and Q2 2024 Form 10-Qs.
- Delays are driven by a restatement of financial statements and an ongoing 'pre-clearance' process with the SEC Office of the Chief Accountant.
Primis Financial Corp. filed an 8-K to announce its third quarter 2024 financial results, release investor presentation materials, and declare a dividend for shareholders of record as of November 8, 2024.
📋 Key Facts
- Announced Q3 2024 financial results (ended September 30, 2024) via press release.
- Released new Investor Presentation materials for use in future stakeholder communications.
- Declared a dividend payable on November 22, 2024.
- Dividend record date is set for November 8, 2024.
Primis Financial Corp. has appointed Crowe LLP as its new independent registered public accounting firm following the resignation of its previous auditor, Forvis Mazars, LLP. This change follows a period of significant accounting complexity involving an SEC consultation and subsequent restatements related to consumer loan portfolio revenue allocation.
🚩 Red Flags
- Auditor change combined with prior restatements (Red Flag Escalator).
- Previous auditor (Forvis Mazars) declined to stand for reappointment.
- History of SEC consultation regarding revenue/expense allocation on loan agreements.
- Ongoing need for restatement of multiple interim and annual financial statements.
📋 Key Facts
- Crowe LLP was appointed as the new independent registered public accounting firm on September 19, 2024, and formally accepted on October 16, 2024.
- Previous auditor Forvis Mazars, LLP declined to stand for reappointment on September 17, 2024.
- The company underwent a restatement of 2022 and 2023 fiscal year results due to revised accounting treatment of a third-party consumer loan portfolio agreement following an SEC consultation.
- Forvis Mazars will remain engaged specifically to complete the restatements for interim financial statements from March 31, 2023, through September 30, 2023, and the review of the quarter ending March 31, 2024.
Primis Financial Corp. received a notice from Nasdaq stating its shares will be delisted on October 14, 2024, due to failure to regain compliance with timely filing requirements. The company has appealed the decision and requested a hearing to stay the delisting.
🚩 Red Flags
- Delisting notice from Nasdaq (Item 3.01).
- Failure to meet the 180-day exception period for timely filings.
- Ongoing restatement of financial statements and SEC 'pre-clearance' process.
- Potential for additional material weaknesses in internal controls over financial reporting.
📋 Key Facts
- Nasdaq issued a delisting notice on October 3, 2024, effective October 14, 2024, unless an appeal is filed by October 10, 2024.
- The non-compliance stems from delays in filing the 2023 Form 10-K and Q1/Q2 2024 Form 10-Qs due to financial restatements and SEC 'pre-clearance' processes.
- The company filed a Hearing Request on October 8, 2024, which automatically stays trading suspension through October 23, 2024.
- Management plans to file the delayed Form 10-K on October 11, 2024.
Primis Financial Corp. announced that its independent auditor, Forvis Mazars, LLP, has declined to stand for re-appointment for the fiscal year ending December 31, 2024. This departure follows significant internal control deficiencies and ongoing restatements of prior financial periods.
🚩 Red Flags
- Auditor change (decline to stand for re-appointment) combined with ongoing restatements of prior periods.
- Material weaknesses identified in FY2023 related to loan transfer accounting, credit loss evaluations for third-party portfolios, and complex agreement evaluations.
- Reportable events regarding internal control deficiencies that the successor auditor is authorized to investigate.
📋 Key Facts
- Forvis Mazars, LLP notified the company on September 17, 2024, that it will not stand for re-appointment for the year ending December 31, 2024.
- The Audit Committee ratified this decision on September 19, 2024.
- Forvis will continue to assist with the audit of FY2023 financial statements and the restatement of interim statements for 2023.
- The company expects forthcoming 10-K filings to disclose material weaknesses in internal control over financial reporting.
Primis Financial Corp. has determined that its audited annual consolidated financial statements for the year ended December 31, 2022, should no longer be relied upon due to accounting errors regarding a third-party serviced consumer loan portfolio. The company also identified a material weakness in its internal control over financial reporting as of December 31, 2022.
🚩 Red Flags
- Restatement of previously issued financial statements (Item 4.02).
- Identification of a material weakness in internal control over financial reporting.
- Complexity of accounting errors involving third-party serviced loan portfolios and derivative accounting (ASC 815).
📋 Key Facts
- The company is restating audited annual consolidated financial statements for the fiscal year ended December 31, 2022.
- Errors relate to improper GAAP application regarding a portfolio of consumer loans originated and serviced through a third party.
- Key accounting corrections include deferring interest income on promotional loans and recording derivative assets/liabilities under FASB ASC 815.
- Management identified a material weakness in internal control over financial reporting as of December 31, 2022.
- The company intends to file amended Impacted Financial Statements as soon as practicable.
Primis Financial Corp. received a notice from Nasdaq stating it is non-compliant with Listing Rule 5250(c)(1) due to continued delays in filing its 2023 Form 10-K, Q1 2024 Form 10-Q, and Q2 2024 Form 10-Q. The company is currently undergoing a restatement process following consultation with the SEC's Office of the Chief Accountant.
🚩 Red Flags
- Delisting notice from Nasdaq (Rule 5250(c)(1))
- Multiple delayed filings (Annual 2023 and two Quarterly reports)
- Restatement of financial statements due to SEC consultation
- Potential for further delays in the restatement process
📋 Key Facts
- Nasdaq issued non-compliance notice on August 21, 2024, regarding failure to timely file periodic reports.
- The delay is linked to a restatement of financial statements involving the SEC's Office of the Chief Accountant.
- Nasdaq has granted a deadline of September 30, 2024, for the company to file its 2023 Form 10-K, Q1 2024 10-Q, and Q2 2024 10-Q.
- The company must submit an update to its Nasdaq compliance plan by September 5, 2024.
Primis Financial Corp. issued an 8-K to provide an update regarding its delayed filing process, following a previously filed Notification of Late Filing (Form 12b-25). The company is communicating the status of its pending financial reporting via a press release.
🚩 Red Flags
- Delayed financial filings are a significant indicator of internal control weaknesses or accounting complexities.
- Potential risk of non-compliance with SEC reporting timelines which can lead to delisting if not resolved.
📋 Key Facts
- The filing was made on August 12, 2024.
- The company has previously filed a Form 12b-25 (Notification of Late Filing).
- The purpose of this 8-K is to provide an update on the delayed filing process via Exhibit 99.1.
Primis Financial Corp. issued an 8-K to announce preliminary financial results for the second quarter of 2024 and a dividend declaration.
🚩 Red Flags
- None identified; preliminary results are standard practice for quarterly updates.
📋 Key Facts
- Announced preliminary financial results for the three months ended June 30, 2024.
- Declared a dividend payable on August 23, 2024.
- Dividend record date is set for August 9, 2024.
- Preliminary results are unaudited and subject to material change.
Primis Financial Corp. received a second delinquency notice from Nasdaq due to continued failure to file its 2023 Form 10-K and Q1 2024 Form 10-Q. The company is currently undergoing a restatement process and SEC pre-clearance, which has delayed these mandatory filings.
🚩 Red Flags
- Delisting notice/Non-compliance with Nasdaq listing rules.
- Restatement of financial statements (indicated in text).
- Multiple delays in mandatory SEC filings (10-K and 10-Q).
- Regulatory friction involving the SEC Office of the Chief Accountant.
📋 Key Facts
- Received Nasdaq notice on May 16, 2024, for non-compliance with Listing Rule 5250(c)(1) due to late periodic reports.
- The company is in the process of restating certain financial statements.
- Ongoing 'pre-clearance' process with the SEC Office of the Chief Accountant is delaying filings.
- Nasdaq previously provided a deadline of June 3, 2024, to submit a compliance plan regarding the 2023 Form 10-K delay.
- If a plan is accepted, Nasdaq may grant relief until September 30, 2024, to file the 2023 Form 10-K.
Primis Financial Corp. issued an 8-K to announce preliminary financial results for the first quarter ended March 31, 2024 and a dividend declaration.
🚩 Red Flags
- Preliminary financial results are unaudited and subject to material change.
📋 Key Facts
- Preliminary financial results for the three months ended March 31, 2024 were announced on April 25, 2024.
- A dividend has been declared, payable on May 24, 2024, to shareholders of record as of May 10, 2024.
- The preliminary results have not been reviewed or audited by the company's independent auditor.
Primis Financial Corp. received a notice from Nasdaq stating it is non-compliant with Listing Rule 5250(c)(1) due to the delayed filing of its 2023 Form 10-K. The delay is linked to an ongoing restatement of financial statements and SEC pre-clearance processes.
🚩 Red Flags
- Delisting notice from Nasdaq due to failure to timely file periodic reports.
- Ongoing restatement of financial statements (previously disclosed).
- Requirement for 'pre-clearance' process with the SEC Office of the Chief Accountant, indicating significant accounting complexities or disputes.
📋 Key Facts
- Nasdaq issued a notice on April 4, 2024, regarding non-compliance with timely filing requirements (Rule 5250(c)(1)).
- The company is delaying its 2023 Form 10-K due to financial statement restatements and SEC Office of the Chief Accountant pre-clearance.
- The company has until June 3, 2024, to submit a plan to regain compliance if required.
- If a plan is accepted, Nasdaq may allow up to 180 days from the 10-K due date (until September 30, 2024) to file the report.
- The company anticipates filing the 2023 Form 10-K before June 3, 2024.
Primis Financial Corp. has determined that previously issued interim financial statements for several periods in 2023 and its Q4 2024 earnings materials should no longer be relied upon due to accounting errors regarding loan transfers and credit loss allowances. The company expects to report a material weakness in its internal control over financial reporting.
🚩 Red Flags
- Non-reliance on previously issued financial statements (Item 4.02).
- Expected material weakness in internal controls over financial reporting.
- Mischaracterization of loan transfers as sales instead of secured borrowings.
- Inadequate allowance for credit losses identified during the year-end audit process.
📋 Key Facts
- Impacted periods include three months ended March 31, June 30, and Sept 30, 2023; as well as Q4 2024 earnings materials.
- The error stems from $33.7 million in loan transfers by Primis Bank that were incorrectly treated as sales rather than secured borrowings under U.S. GAAP.
- Management expects to report a material weakness in internal controls over financial reporting and disclosure controls.
- Restatements involve adjustments to total loans, assets, liabilities, and net income across multiple quarters.
- The company is currently reassessing the effectiveness of its internal control over financial reporting.
Primis Financial Corp. filed an 8-K to announce its Q4 2023 financial results, provide updated investor presentation materials, and declare a dividend for February 2024.
📋 Key Facts
- Announced financial results for the three months ended December 31, 2023 (Item 2.02).
- Released new Investor Presentation materials to be used for future investor communications (Item 7.01).
- Declared a dividend payable on February 23, 2024, to shareholders of record as of February 9, 2024 (Item 8.01).
- Filed via CFO Matthew A. Switzer.