Primis Financial Corp.
For the period ended Dec 31, 2024. Filed Apr 29, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 29, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 14. Principal Accounting Fees and Services
The Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024 is Crowe LLP (“Crowe”) (PCAOB Firm ID No.173) located in Ft. Lauderdale, Florida. The Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2023 was Forvis Mazars, LLP (“Forvis Mazars”) (PCAOB Firm ID No.686) located in Tysons, Virginia.
The following table sets forth the fees billed to the Company for the fiscal years ending December 31, 2024 and 2023 by Crowe and Forvis Mazars:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · 2024 · · 2023 | |||||||||
| · · Crowe · · Forvis Mazars · · · Forvis Mazars | |||||||||
| Audit fees (1) | | $1,608,198 | | $171,042 | | $2,570,396 | |||
| Audit related fees (2) | | | 52,500 | | | — | | | 92,292 |
| Tax fees (3) | | | — | | | — | | | 153,300 |
| All other fees | | | — | | | — | | | — |
| (1) | Includes fees billed for professional services rendered in connection with the audits of the Company’s annual consolidated financial statements, audit of internal control over financial reporting and quarterly reviews of the Company’s consolidated financial statements. |
| (2) | Includes fees billed for professional services rendered in connection with the audit of the Company’s employee benefit plan, housing and urban development audit on the mortgage company and various accounting consultations. |
| (3) | Includes fees billed for tax consultations specific to research and development work. |
The Audit Committee will consider, on a case-by-case basis, and approve, if appropriate, all audit and permissible non-audit services to be provided by the Company’s independent registered public accounting firm. Pre-approval of such services is required unless a “de minimis” exception is met. To qualify for the “*de minimis”*exception, the aggregate amount of all such services provided to the Company must constitute not more than five percent of the total amount of revenues paid by the Company to its independent registered public accounting firm during the fiscal year in which the non-audit services are provided; such services were not recognized by the Company at the time of the engagement to be
non-audit services; and the non-audit services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee to whom authority to grant such approval has been delegated by the Committee.
CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2024, Forvis Mazars notified the Company that Forvis Mazars declined to stand for re-appointment as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Forvis Mazars’ decision to not stand for re-appointment was subsequently ratified and approved by the Audit Committee of the Company on September 19, 2024. The Company continued to engage Forvis Mazars for the audit of the financial statements for the year ending December 31, 2023, for the restatement of 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 (as previously disclosed on the Company’s Form 8-K filed on March 1, 2024), and review of the Company’s interim financial statements for the quarter ending March 31, 2024.
The audit reports of Forvis Mazars on the Company’s consolidated financial statements for each of the fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s fiscal years ended December 31, 2023 and 2022, and the subsequent interim period from January 1, 2024 through October 16, 2024, there were (i) no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Forvis Mazars on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of Forvis Mazars, would have caused Forvis Mazars to make reference to the matter in its reports on the Company’s consolidated financial statements for 2023 and 2022, and (ii) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) except for the material weaknesses in the Company’s internal control over financial reporting disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and for the Restated Annual Report on Form 10-K/A for the year ended December 31, 2022. The Company provided full details of the material weaknesses in the 2023 Annual Report on Form 10-K and Restated Annual Report on Form 10-K/A.
The Audit Committee conducted a comprehensive process to review the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. As a result of this process and following careful deliberation, on September 19, 2024, the Audit Committee of the Company’s Board of Directors approved the engagement of Crowe LLP (“Crowe”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2024, subject to completion of Crowe’s standard client acceptance procedures and the execution of an engagement letter. The selection of Crowe was approved by the Company’s Board of Directors on September 19, 2024 and on October 16, 2024 Crowe formally accepted the Company’s appointment as independent registered public accounting firm.
During the Company’s fiscal years ended December 31, 2022 and 2023, and the subsequent interim period from January 1, 2024 through October 16, 2024, the Company consulted with Crowe on the following matter:
For the 2022 fiscal year, management prepared an internal memo detailing the accounting for an agreement with a third-party to originate a consumer loan portfolio for the Company (the “Agreement”). The Company consulted with Crowe in preparation of that memo regarding the appropriate allocation of certain revenue and expense items associated with the Agreement. Crowe provided advice on those allocations and relevant literature as management completed its analysis in the memo without providing an opinion on the accounting conclusions reached. During the audit of the Company’s 2023 fiscal year financial statements by the Company’s previous independent registered public accounting firm, Forvis Mazars, the Company engaged a different accounting advisory firm to provide accounting advice on the Agreement and, ultimately, pursued a consultation with the Securities and Exchange Commission (the “SEC”). As previously disclosed on the Company’s Form 8-K filed on August 12, 2024, the SEC consultation was completed on August 9, 2024. As a result of the consultation with the subsequently engaged accounting advisory firm and in connection with the consultation with the SEC, management determined the accounting for the Agreement should be revised and the
Company has reflected the change in accounting for the Agreement in its 2022 and 2023 fiscal year results in its 2022 Form 10-K/A and 2023 Form 10-K which has been audited by Forvis Mazars.
Other than the matter described above, neither the Company nor anyone acting on its behalf consulted with Crowe regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Crowe concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” (as defined in Item 304(a)(1)(iv) and Item 301(a)(1)(v) of Regulation S-K and the related instructions, respectively).
The Company provided Forvis Mazars with a copy of the disclosures contained herein, which mirror the previous diclosures in the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2024, prior to filing that Form 8-K with the SEC. Forvis Mazars previously furnished the Company with a letter addressed to the SEC stating whether or not it agreed with the statements made above as originally included in the Company’s Current Report on Form 8-K filed with the SEC. A copy of Forvis Mazars’ letter dated September 23, 2024, was attached as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.