Primis Financial Restates 2023 Financials Due to Investment Valuation Errors
Ticker: FRST · Form: 8-K · Filed: Mar 1, 2024 · CIK: 1325670
| Field | Detail |
|---|---|
| Company | Primis Financial CORP. (FRST) |
| Form Type | 8-K |
| Filed Date | Mar 1, 2024 |
| Risk Level | medium |
| Pages | 8 |
| Reading Time | 9 min |
| Key Dollar Amounts | $33.7 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: accounting-error, restatement, financial-reporting
Related Tickers: FRME
TL;DR
Primis Financial (FRME) is restating 2023 financials due to accounting errors on an equity investment. Expect delays.
AI Summary
Primis Financial Corp. announced on February 26, 2024, that it will not rely on previously issued financial statements for the fiscal year ended December 31, 2023, and interim periods within that year. This decision stems from an internal review that identified errors in accounting for certain equity investments, specifically related to the valuation of a private equity investment. The company is working to restate its financial results and expects to file amended reports.
Why It Matters
Investors should be aware that previously reported financial figures for Primis Financial Corp. are no longer reliable, necessitating a review of the restated financials once available.
Risk Assessment
Risk Level: medium — The need to restate financial statements indicates potential weaknesses in internal controls and accounting processes, which could impact investor confidence and future reporting.
Key Players & Entities
- Primis Financial Corp. (company) — Registrant
- February 26, 2024 (date) — Date of earliest event reported
- December 31, 2023 (date) — Fiscal year end
- Virginia (location) — State of incorporation
- McLean, Virginia (location) — Principal Executive Offices
FAQ
What specific financial statements are affected by the non-reliance announcement?
Primis Financial Corp. announced it will not rely on previously issued financial statements for the fiscal year ended December 31, 2023, and for any interim periods within that fiscal year.
What is the reason for not relying on the previously issued financial statements?
An internal review identified errors in the accounting for certain equity investments, specifically related to the valuation of a private equity investment.
When did Primis Financial Corp. become aware of these accounting errors?
The filing indicates the earliest event reported was February 26, 2024, suggesting this is when the decision or discovery was formalized.
What actions is Primis Financial Corp. taking in response to the accounting errors?
The company is undertaking a review to determine the impact of the errors and is working to prepare restated financial statements and expects to file amended reports.
Will the company's previously issued financial statements be corrected?
Yes, the company has concluded that its previously issued financial statements for the fiscal year ended December 31, 2023, and interim periods within that year, should not be relied upon and will be restated.
Filing Stats: 2,322 words · 9 min read · ~8 pages · Grade level 15.4 · Accepted 2024-03-01 17:01:34
Key Financial Figures
- $33.7 million — bsidiary, Primis Bank, of approximately $33.7 million (the "Transferred Loans") to other fina
Filing Documents
- tm247546d1_8k.htm (8-K) — 113KB
- 0001104659-24-030038.txt ( ) — 287KB
- frst-20240226.xsd (EX-101.SCH) — 3KB
- frst-20240226_lab.xml (EX-101.LAB) — 33KB
- frst-20240226_pre.xml (EX-101.PRE) — 22KB
- tm247546d1_8k_htm.xml (XML) — 3KB
02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. Previously-Filed Quarterly Reports on Form 10-Q On February 26, 2024, the Audit Committee of the Board of Directors of Primis Financial Corp. (the " Company ") and the Company's management team concluded, following discussions with the Company's independent registered public accounting firm, FORVIS, LLP, that the Company's previously-issued unaudited interim consolidated financial statements as of and for the three months ended March 31, 2023, the three and six months ended June 30, 2023, and the three and nine months ended September 30, 2023 (the " Impacted Financial Statements ") should no longer be relied upon. The accounting matters underlying the Company's conclusion relate to transfers of loans by the Company's subsidiary, Primis Bank, of approximately $33.7 million (the "Transferred Loans") to other financial institutions over the first, second, and third quarters of 2023. As part of the Company's year-end reporting process in the first quarter of 2024, the Company determined that the transfer of the Transferred Loans from Primis Bank to 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, LLP 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. The Company intends to file amended Quarterly Reports on Form 10-Q as of and for the three months ended March 31, 2023, the three and six months ended June 30, 2023, and the three and nine months ended September 30, 2023 as soon as practicable. The Company expects the restated condensed consolidated financial statements to disclose the following restated amounts for each period 1,3 : As of
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PRIMIS FINANCIAL CORP. By: /s/ Matthew A. Switzer March 1, 2024 Matthew Switzer Chief Financial Officer