Primis Financial Corp.
For the period ended Jun 30, 2025. Filed Aug 11, 2025.
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Jun 30, 2025 · Filed Aug 11, 2025
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Notes to Unaudited Condensed Consolidated Financial Statements
1.ACCOUNTING POLICIES
The Company
Primis Financial Corp. (NASDAQ: FRST) is the bank holding company for Primis Bank, a Virginia state-chartered bank, that commenced operations on April 14, 2005. Primis Bank provides a range of financial services to individuals and small and medium-sized businesses. As of June 30, 2025, Primis Bank had 24 full-service branches in Virginia and Maryland and also provided services to customers through certain online and mobile applications. Headquartered in McLean, Virginia, the Company has an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia. PMC, a residential mortgage lender headquartered in Wilmington, North Carolina, is a consolidated subsidiary of Primis Bank. PFH owns the rights to the Panacea Financial brand and its intellectual property and partners with the Bank to offer a suite of financial products and services for doctors, their practices, and ultimately the broader healthcare industry. PFH was deconsolidated from the Company on March 31, 2025 as further discussed below in “PFH Deconsolidation and Sale of Shares”. The operating results of PFH were included in the Company’s consolidated operating results through March 31, 2025.
Basis of Financial Information
The accounting policies and practices of Primis and its subsidiaries conform to GAAP and follow general practices within the banking industry. A discussion of the Company’s material accounting policies is located in our 2024 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).
These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the 2024 Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation. None of these reclassifications had a material effect on the Company’s financial statements. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2024 Form 10-K for additional information on the Company’s accounting policies. There have not been any significant changes to the Company’s accounting policies from those disclosed in the Company’s 2024 Form 10-K that could have a material effect on the Company’s financial statements.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Primis and its subsidiaries Primis Bank and PMC. The results of operations for PFH are included in the Company’s results of operations until its deconsolidation as of March 31, 2025, as further described below. Significant inter-company accounts and transactions have been eliminated in consolidation. Primis consolidates subsidiaries in which it holds, directly or indirectly, more than 50 percent of the voting rights or where it exercises control. Entities where Primis holds 20 to 50 percent of the voting rights, or has the ability to exercise significant influence, or both, are accounted for under the equity method. Primis owns EVB Statutory Trust I (the “Trust”) which is an unconsolidated subsidiary and the junior subordinated debt owed to the Trust is reported as a liability of Primis.
We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a VIE under GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. We consolidate voting interest entities in which we have all, or at least a majority of, the voting interest. As defined in GAAP, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s
economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. The Company has investments in VIE’s for which we are not the primary beneficiary and, as such, are not included in our consolidated financial statements.
PFH Deconsolidation and Sale of Shares
On December 21, 2023, PFH completed a $24.5 million Series B financing round led by a global venture capital firm. As part of the financing round, Primis acquired approximately 19% of PFH’s common stock for an immaterial purchase price due to previous operating losses in the Bank’s Panacea Financial Division. The Company performed an analysis and determined that PFH is a VIE because it lacks one or more of the characteristics of a voting interest entity. The Company’s analysis further determined that it has a controlling financial interest in PFH due to the substantial historical activities between PFH and the Bank’s Panacea Financial Division combined with the limited activities of PFH outside of its relationship with Primis. Further, there are employees of Primis that have historically carried out substantially all of the activities of PFH. Accordingly, the Company determined it is the primary beneficiary of PFH and consolidated it as of December 31, 2023.
As of March 31, 2025, the three primary executives of PFH resigned from their positions as management-level employees of Primis’ Panacea Financial Division of the Bank. Additionally, Primis and PFH amended their partnership agreement as of March 31, 2025 to allow PFH more control over the type and amount of lending it can perform through the Bank. As a result of these changes in the relationship between the Company and PFH, a re-assessment of PFH under the VIE accounting guidance was performed. The Company determined that PFH continues to be a VIE because it lacks one or more of the characteristics of a voting interest entity. However, as of March 31, 2025, the Company has determined, based on the relationship changes described above, that it was no longer the primary beneficiary of the VIE because it no longer has the power to direct the activities that most significantly impact the VIE’s economic performance. Accordingly, the Company deconsolidated PFH as of March 31, 2025.
Upon deconsolidation, the Company performed an analysis of its 1.7 million common share investment in PFH. The Company determined that a combination of its level of voting share ownership (19% of total outstanding voting shares) along with meaningful continued involvement in PFH’s lending and operating activities that the investment met the requirements to be accounted for in accordance with ASC 323,Investments - Equity Method and Joint Ventures. As of the time of deconsolidation and initial application of ASC 323, the Company decided to elect the FVO allowed under ASC 323 and accounted for its investment in PFH common stock as of March 31, 2025 at fair value under ASC 825,Financial Instruments. The FVO was irrevocable and must be used in all future periods following election.
For the six months ended June 30, 2025, the Company recognized a gain from deconsolidation of PFH of $24.6 million which is recorded in the income statement in “Gain on Panacea Financial Holdings investment” within noninterest income. The gain resulted from recognition, as of the deconsolidation date of March 31, 2025, of the Company’s retained interest in PFH common stock of $21.2 million, at fair value, and the deconsolidation as of the same date of noncontrolling interest in PFH of $9.6 million and PFH’s net assets of $6.2 million. The Company engaged a third-party valuation specialist to perform a valuation of the Company’s PFH common shares as of March 31, 2025. The valuation included an assessment of the value of PFH primarily using an income approach leveraging a discounted cash flow technique. Key inputs and assumptions in the valuation included projected financial growth of PFH driven by future loan growth assumptions, growth in new services offerings of PFH, and cost savings from fundings provided by customer growth. Following deconsolidation, the Company continues to originate loans for PFH through its Panacea Division of the Bank, retaining some of the originated loans and selling the remaining. Any loans retained by the Company will be included within Net Loans in the balance sheet and will be included in the Company’s determination of future expected credit losses, which is the Company’s primary exposure to losses as a result of its continued involvement with PFH. For any originated loans that are intended to be sold, the Company will also include these on its balance sheet until the time of sale but through an agreement with PFH any exposure to a decline in value prior to sale will be reimbursed to the Company by PFH. The
Company will also continue, through the Division, to provide loan origination support to PFH and the servicing of loans retained by the Division.
On June 12, 2025, the Company signed a non-binding term sheet to sell a portion of its retained ownership in PFH common shares after the deconsolidation that generated proceeds to the Company of $22.1 million. Following the sale of these shares, the Company continued to hold approximately 467 thousand shares in PFH as of June 30, 2025. The Company utilized a third-party valuation specialist to value these shares as of June 30, 2025 to support the Company’s recording of its investment at fair value as previously discussed. For the three months ended June 30, 2025 the Company recorded a gain of $7.5 million in the income statement in “Gain on Panacea Financial Holdings investment” within noninterest income related to the sale of PFH common shares and fair value adjustments on its remaining investment.
Following deconsolidation, the Company determined that any transactions between the Company and PFH would be related party transactions under relevant accounting guidance. The primary transactions between the Company and PFH relate to quarterly payments between the parties driven by financial performance of loans PFH originates in the Division of the Bank. As of June 30, 2025, the Company had a receivable of $3.4 million included within other assets on the balance sheet related to this payment due from PFH. As of June 30, 2025, the Company did not hold any assets on its balance sheet related to PFH that could be used by PFH to settle their obligations. The Company does not have an obligation to provide any future monetary support to PFH. The maximum exposure to loss as of June 30, 2025 as a result of continued involvement with PFH is the common stock investment of $6.6 million, the receivable of $3.4 million, and any potential credit losses on loans originated in the division of the Bank as discussed above.
Disposition of the Life Premium Finance Division
On October 24, 2024, the Company entered into a purchase and assumption agreement with EverBank, N.A. (“EverBank”) for the sale of the Company’s Life Premium Finance division (“LPF”). EverBank acquired LPF from the Company, except for a subset of mostly fixed rate and rate-capped loans that were retained by the Bank. All of the LPF operations, including its employees, were assumed by EverBank following the close of the transaction, which took place in two parts. EverBank acquired approximately$370 million of loans from the division at a$6.0 million premium at the first close on October 31, 2024. Between the first and second closing, which happened on January 31, 2025, EverBank purchased loans generated by the division in ordinary course at par. The Bank provided interim servicing from the first closing until the transition of the business at the final closing when EverBank began servicing the purchased loans and serviced the Bank’s retained portfolio for the duration of the portfolio. From the first closing through December 31, 2024, the Bank sold approximately$400 million of loans and related accrued interest and recorded a pre-tax gain of$4.7 million, net of advisory and legal fees. As of December 31, 2024, the Bank had an additional$50.7 million of loans to be sold to EverBank which were recorded in loans held for sale at lower of cost or market. The Bank subsequently sold approximately$64 million of additional loans at par to EverBank (inclusive of the loans in held for sale at year end) from January 1, 2025 through the second close on January 31, 2025.
Operating Segments
The Company, through its Bank subsidiary, provides a broad range of financial services. While the Company’s chief operating decision maker monitors the revenue streams of the various financial products and services, operations are managed and financial performance is evaluated on an organization-wide basis. Management has determined that the Company hastwo reportable operating segments: Primis Mortgage and Primis Bank, as discussed in Note 11 –Segment Information.
Basis of Presentation
The unaudited condensed consolidated financial statements and notes thereto have been prepared in accordance with GAAP for interim financial information and instructions for Form 10-Q and follow general practice within the banking industry. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim
periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the 2024 Form 10-K.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Estimates that are particularly susceptible to change in the near term include: the determination of the allowance for credit losses, the fair value of investment securities, the credit impairment of investment securities, the mortgage banking derivatives, interest rate swap derivatives, Consumer Program derivatives, the valuation of goodwill, and deferred tax assets. Management monitors and continually reassess these at each reporting period.
Interest Rate Swaps
The Company is subject to interest rate risk exposure in the normal course of business through its core lending operations. Primarily to help mitigate interest rate risk associated with its loan portfolio, the Company entered into interest rate swaps in May and August of 2023 with a large U.S. financial institution as the counterparty. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate on a notional principal amount and receives a fixed-rate payment on the same notional principal, or vice versa, for a fixed period of time. Interest rate swaps change in value with movements in benchmark interest rates, such as Prime or SOFR. Interest rate swaps subject the Company to market risk associated with changes in interest rates, changes in interest rate volatility, as well as the credit risk that the counterparty will fail to perform. The Company’s interest rate swaps are pay-fixed and receive-floating whereby the Company receives a variable rate of interest based on SOFR.
As of June 30, 2025, the gross amounts of interest rate swap derivative assets and liabilities were $0.4 million and $0.4 million, respectively, and are recorded net in other assets on the consolidated balance sheets. As of December 31, 2024, the gross amounts of interest rate swap derivative assets and liabilities were $1.1 million and $0.3 million, respectively, and are recorded net in other assets on the consolidated balance sheets. One of the Company’sthree interest rate swaps matured in May of 2025 and the remainingtwo swaps mature in May and August of 2026.
The following table represents the carrying value of the portfolio layer method hedged assets and the cumulative fair value hedging adjustments included in the carrying value of the hedged assets as of June 30, 2025 and December 31, 2024:
| · · · · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · June 30, 2025 · · December 31, 2024 | ||||||||||||
| (dollars in thousands) · · · Amortized Cost Basis · · · Hedged Asset · · · Basis Adjustment · · · Amortized Cost Basis · · · Hedged Asset · · · Basis Adjustment | ||||||||||||
| Fixed rate assets | | $749,298 | | $149,946 | | $(54) | | $818,375 | | $249,190 | | $(810) |
Treasury Stock
On December 19, 2024, the Board of Directors of the Company authorized a stock repurchase program (the “Stock Repurchase Program”) under which the Company may repurchase up to 740,600 shares of its common stock. The Stock Repurchase Program began on December 19, 2024, near the end of the previously authorized repurchase plan, and will end on December 19, 2025. The Stock Repurchase Program does not obligate the Company to purchase any particular number of shares, and there is no guarantee as to the exact number of shares that will be repurchased by the Company. The Stock Repurchase Program may be suspended, modified or terminated by the Company at any time and for any reason, without prior notice.
In June 2025, we repurchased a total of 79,549 shares of our common stock under the Stock Repurchase Program at an average cost of $10.00 per share and recorded the stock in Treasury Stock in Stockholders’ Equity at its repurchase cost of $807 thousand. At the date of repurchase, Stockholders' Equity was reduced by the repurchase price. If the Company subsequently reissues treasury shares, Treasury Stock is reduced by the cost of such stock with differences recorded in
additional paid-in capital or retained earnings, as applicable. The remaining buyback authority under our share repurchase program was 661,051 shares as of June 30, 2025.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires annual disclosure of certain information relating to the rate reconciliation, income taxes paid by jurisdiction, income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. The ASU also eliminates certain requirements relating to unrecognized tax benefits and certain deferred tax disclosure relating to subsidiaries and corporate joint ventures. This ASU is effective for the Company’s annual disclosures beginning for the year ended December 31, 2025. The Company is currently evaluating the impact of this ASU to the annual financial statement disclosures in its Form 10-K for the year ending December 31, 2025.
In November 2024, the FASB issued ASU 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires more disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses but does not change the requirements for the presentation of expenses on the face of the income statement. In January 2025, FASB issued an update ASU 2025-01,*Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40),*clarifying the effective date. The amendments in this standard will be effective for the Company’s annual disclosures beginning for the year ended December 31, 2027, and interim periods within fiscal years beginning on January 1, 2028, and is required to be applied prospectively, with early adoption permitted. The Company does not believe this standard will have a material impact on its consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03,Business Combinations (Topic 805) and Consolidation (Topic 810) – Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This ASU modifies the Topic 805 framework for identifying the accounting acquirer in certain business combinations when the legal acquiree is a VIE. Existing guidance states the primary beneficiary is the accounting acquirer of a VIE in a business combination even if Topic 805’s general factors used to identify the accounting acquirer (which apply to other business combinations) suggest that the transaction would otherwise be a reverse acquisition. This ASU modifies existing guidance by limiting situations in which entities must identify the primary beneficiary as the accounting acquirer in certain business combinations and requiring entities to consider the general factors in Topic 805 when a business combination involving a VIE is primarily effected through exchanging equity interests. The ASU is to be applied prospectively to annual and interim reporting periods beginning after December 15, 2026 for all entities, with early adoption permitted. The Company does not believe this standard will have a material impact on its consolidated financial statements.
2.INVESTMENT SECURITIES
The amortized cost and fair value of available-for-sale investment securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows ($ in thousands):
| · · · · · · · · · · · · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| · · Amortized · · Gross Unrealized · · Fair | ||||||||||
| · Cost · Gains · Losses · Value | ||||||||||
| June 30, 2025 · · · · · · · · · · · · | ||||||||||
| Residential government-sponsored mortgage-backed securities | | $105,428 | | $139 | | $(11,013) | | $94,554 | ||
| Obligations of states and political subdivisions | | 33,028 | | 4 | | (3,278) | | 29,754 | ||
| Corporate securities | | 11,000 | | 6 | | (744) | | 10,262 | ||
| Residential government-sponsored collateralized mortgage obligations | | 64,363 | | 690 | | (1,036) | | 64,017 | ||
| Government-sponsored agency securities | | 16,339 | | — | | (2,006) | | 14,333 | ||
| Agency commercial mortgage-backed securities | | 24,998 | | | — | | | (2,759) | | 22,239 |
| SBA pool securities | | 6,951 | | 7 | | (44) | | 6,914 | ||
| Total | | $262,107 | | $846 | | $(20,880) | | $242,073 | ||
| · · · · · · · · · · · · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| · · Amortized · · Gross Unrealized · · Fair | ||||||||||
| · Cost · Gains · Losses · Value | ||||||||||
| December 31, 2024 · · · · · · · · · · · · | ||||||||||
| Residential government-sponsored mortgage-backed securities | | $105,655 | | $5 | | $(14,253) | | $91,407 | ||
| Obligations of states and political subdivisions | | 33,500 | | 3 | | (3,798) | | 29,705 | ||
| Corporate securities | | 16,000 | | — | | (920) | | 15,080 | ||
| Residential government-sponsored collateralized mortgage obligations | | 57,908 | | 223 | | (1,741) | | 56,390 | ||
| Government-sponsored agency securities | | 16,315 | | — | | (2,479) | | 13,836 | ||
| Agency commercial mortgage-backed securities | | 25,750 | | | — | | | (3,572) | | 22,178 |
| SBA pool securities | | 7,504 | | 6 | | (203) | | 7,307 | ||
| Total | | $262,632 | | $237 | | $(26,966) | | $235,903 | ||
The amortized cost, gross unrecognized gains and losses, allowance for credit losses and fair value of investment securities held-to-maturity were as follows ($ in thousands):
| · · · · · · · · · · · · · · · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Amortized · · Gross Unrecognized · · Allowance for · · Fair | |||||||||||||
| · Cost · Gains · Losses · Credit Losses · Value | |||||||||||||
| June 30, 2025 · · · · · · · · · · · · · · · | |||||||||||||
| Residential government-sponsored mortgage-backed securities | | $7,181 | | $2 | | $(521) | | $— | | $6,662 | |||
| Obligations of states and political subdivisions | | 1,519 | | — | | (54) | | — | | 1,465 | |||
| Residential government-sponsored collateralized mortgage obligations | | 150 | | — | | (7) | | — | | 143 | |||
| Total | | $8,850 | | $2 | | $(582) | | $— | | $8,270 | |||
| · · · · · · · · · · · · · · · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Amortized · · Gross Unrecognized · · Allowance for · · Fair | |||||||||||||
| · Cost · Gains · Losses · Credit Losses · Value | |||||||||||||
| December 31, 2024 · · · · · · · · · · · · · · · | |||||||||||||
| Residential government-sponsored mortgage-backed securities | | $7,760 | | $2 | | $(764) | | $— | | $6,998 | |||
| Obligations of states and political subdivisions | 1,519 | | — | | (75) | | — | | 1,444 | ||||
| Residential government-sponsored collateralized mortgage obligations | 169 | | — | | (9) | | — | | 160 | ||||
| Total | | $9,448 | | $2 | | $(848) | | $— | | $8,602 | |||
Available-for-sale investment securities of $9.9 million and $18.5 million were purchased during the three and six months ended June 30, 2025, respectively, and $9.4 million and $18.2 million were purchased during the three and six months ended June 30, 2024, respectively. No held-to-maturity investments were purchased during the three and six months ended June 30, 2025 and 2024. No investment securities were sold during the three and six months ended June 30, 2025 and 2024.
The amortized cost and fair value of available-for-sale and held-to-maturity investment securities as of June 30, 2025, by contractual maturity, were as follows ($ in thousands). Investment securities not due at a single maturity date are shown separately.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Available-for-Sale · · Held-to-Maturity | ||||||||||||
| · Amortized · · · Amortized · · | ||||||||||||
| · · Cost · · Fair Value · · Cost · · Fair Value | ||||||||||||
| Due within one year | | $1,752 | | $1,740 | | $— | | $— | ||||
| Due in one to five years | | | 11,547 | | | 11,028 | | | 1,014 | | | 980 |
| Due in five to ten years | | 34,180 | | 30,281 | | 505 | | 485 | ||||
| Due after ten years | | 12,888 | | 11,300 | | — | | — | ||||
| Residential government-sponsored mortgage-backed securities | | 105,428 | | 94,554 | | 7,181 | | 6,662 | ||||
| Residential government-sponsored collateralized mortgage obligations | | 64,363 | | 64,017 | | 150 | | 143 | ||||
| Agency commercial mortgage-backed securities | | 24,998 | | 22,239 | | — | | — | ||||
| SBA pool securities | | 6,951 | | 6,914 | | — | | — | ||||
| Total | | $262,107 | | $242,073 | | $8,850 | | $8,270 | ||||
Investment securities with a carrying amount of approximately $136.5 million and $141.1 million at June 30, 2025 and December 31, 2024, respectively, were pledged to secure public deposits, certain other deposits, a line of credit for advances from the FHLB of Atlanta, and repurchase agreements.
Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Regarding U.S. Treasury and residential mortgage-backed securities issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. Regarding securities issued by states and political subdivisions and other held-to-maturity securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities and (iv) internal forecasts. As of June 30, 2025, Primis did not have a material allowance for credit losses on held-to-maturity securities.
As of June 30, 2025 and December 31, 2024, there were 156 and 155, respectively, of investment securities available-for-sale that were in an unrealized loss position. The unrealized losses related to investment securities available-for-sale as of June 30, 2025 and December 31, 2024, relate to changes in interest rates relative to when the investment securities were purchased, and do not indicate credit-related impairment. Primis performs quantitative analysis and if needed, a qualitative analysis in this determination. As a result of the Company’s analysis, none of the securities were deemed to require an allowance for credit losses. Primis has the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses.
The following tables present information regarding investment securities available-for-sale and held-to-maturity in a continuous unrealized loss position as of June 30, 2025 and December 31, 2024 by duration of time in a loss position ($ in thousands):
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Less than 12 months · · 12 Months or More · · Total | ||||||||||||||||||
| June 30, 2025 · Fair · Unrealized · Fair · Unrealized · Fair · Unrealized | ||||||||||||||||||
| Available-for-Sale · · value · · Losses · · value · · Losses · · value · · Losses | ||||||||||||||||||
| Residential government-sponsored mortgage-backed securities | | $2,993 | | $(6) | | $77,229 | | $(11,007) | | $80,222 | | $(11,013) | ||||||
| Obligations of states and political subdivisions | | | 510 | | | (3) | | | 28,241 | | | (3,275) | | | 28,751 | | | (3,278) |
| Corporate securities | | | — | | | — | | | 9,257 | | | (744) | | | 9,257 | | | (744) |
| Residential government-sponsored collateralized mortgage obligations | | | 4,557 | | | (25) | | | 13,680 | | | (1,011) | | | 18,237 | | | (1,036) |
| Government-sponsored agency securities | | — | | — | | 14,333 | | (2,006) | | 14,333 | | (2,006) | ||||||
| Agency commercial mortgage-backed securities | | — | | — | | 22,239 | | (2,759) | | 22,239 | | (2,759) | ||||||
| SBA pool securities | | 4,392 | | (18) | | 2,042 | | (26) | | 6,434 | | (44) | ||||||
| Total | | $12,452 | | $(52) | | $167,021 | | $(20,828) | | $179,473 | | $(20,880) | ||||||
| · · · · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Less than 12 months · · 12 Months or More · · Total | ||||||||||||
| June 30, 2025 · Fair · Unrecognized · Fair · Unrecognized · Fair · Unrecognized | ||||||||||||
| Held-to-Maturity | | value | | Losses | | value | | Losses | | value | | Losses |
| Residential government-sponsored mortgage-backed securities | | $— | | $— | | $6,538 | | $(521) | | $6,538 | | $(521) |
| Obligations of states and political subdivisions | | 577 | | (3) | | 888 | | (51) | | 1,465 | | (54) |
| Residential government-sponsored collateralized mortgage obligations | | — | | — | | 143 | | (7) | | 143 | | (7) |
| Total | | $577 | | $(3) | | $7,569 | | $(579) | | $8,146 | | $(582) |
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Less than 12 months · · 12 Months or More · · Total | ||||||||||||||||||
| December 31, 2024 · Fair · Unrealized · Fair · Unrealized · Fair · Unrealized | ||||||||||||||||||
| Available-for-Sale · · value · · Losses · · value · · Losses · · value · · Losses | ||||||||||||||||||
| Residential government-sponsored mortgage-backed securities | | $10,233 | | $(102) | | $80,700 | | $(14,151) | | $90,933 | | $(14,253) | ||||||
| Obligations of states and political subdivisions | | | 2,060 | | | (21) | | | 26,642 | | | (3,777) | | | 28,702 | | | (3,798) |
| Corporate securities | | | — | | | — | | | 15,080 | | | (920) | | | 15,080 | | | (920) |
| Residential government-sponsored collateralized mortgage obligations | | | 16,488 | | | (339) | | | 14,739 | | | (1,402) | | | 31,227 | | | (1,741) |
| Government-sponsored agency securities | | — | | — | | 13,836 | | (2,479) | | 13,836 | | (2,479) | ||||||
| Agency commercial mortgage-backed securities | | — | | — | | 22,178 | | (3,572) | | 22,178 | | (3,572) | ||||||
| SBA pool securities | | 4,359 | | (161) | | 2,426 | | (42) | | 6,785 | | (203) | ||||||
| Total | | $33,140 | | $(623) | | $175,601 | | $(26,343) | | $208,741 | | $(26,966) | ||||||
| · · · · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Less than 12 months · · 12 Months or More · · Total | ||||||||||||
| December 31, 2024 · Fair · Unrecognized · Fair · Unrecognized · Fair · Unrecognized | ||||||||||||
| Held-to-Maturity | | value | | Losses | | value | | Losses | | value | | Losses |
| Residential government-sponsored mortgage-backed securities | | $— | | $— | | $6,927 | | $(764) | | $6,927 | | $(764) |
| Obligations of states and political subdivisions | | 572 | | (8) | | 872 | | (67) | | 1,444 | | (75) |
| Residential government-sponsored collateralized mortgage obligations | | — | | — | | 160 | | (9) | | 160 | | (9) |
| Total | | $572 | | $(8) | | $7,959 | | $(840) | | $8,531 | | $(848) |
**3.**LOANS AND ALLOWANCE FOR CREDIT LOSSES
The following table summarizes the composition of our loan portfolio as of June 30, 2025 and December 31, 2024 ($ in thousands):
| | | | | | | |
|---|---|---|---|---|---|---|
| · June 30, 2025 · December 31, 2024 | ||||||
| Loans held for sale, at fair value | | $126,869 | | $83,276 | ||
| Loans held for sale, at lower of cost or market | | | — | | | 163,832 |
| Total loans held for sale | | $126,869 | | $247,108 | ||
| | | | | | | |
| Loans held for investment | | | | | | |
| Loans secured by real estate: | | | | | | |
| Commercial real estate - owner occupied (1) | | $480,981 | | $475,898 | ||
| Commercial real estate - non-owner occupied | | 590,848 | | 610,482 | ||
| Secured by farmland | | 3,696 | | 3,711 | ||
| Construction and land development | | 106,443 | | 101,243 | ||
| Residential 1-4 family | | 571,206 | | 588,859 | ||
| Multi-family residential | | 157,097 | | 158,426 | ||
| Home equity lines of credit | | 62,103 | | 62,954 | ||
| Total real estate loans | | 1,972,374 | | 2,001,573 | ||
| | | | | | | |
| Commercial loans (2) | | 811,458 | | 608,595 | ||
| Paycheck Protection Program loans | | | 1,729 | | | 1,927 |
| Consumer loans | | 339,936 | | 270,063 | ||
| Total Non-PCD loans | | 3,125,497 | | 2,882,158 | ||
| PCD loans | | | 5,024 | | | 5,289 |
| Total loans held for investment | | $3,130,521 | | $2,887,447 | ||
| (1) | Includes $6.2 million and $6.3 million related to loans collateralizing secured borrowings as of June 30, 2025 and December 31, 2024, respectively. |
| (2) | Includes $10.3 million and $11.0 million related to loans collateralizing secured borrowings as of June 30, 2025 and December 31, 2024, respectively. |
Loans held for sale, at the lower of cost or market
As of December 31, 2024, $113.2 million of Consumer Program loans and $50.5 million of life premium finance loans were included in loans held for sale, at the lower of cost or market, based on the Company’s decision to sell the loans. The life premium finance loans were sold during the six months ended June 30, 2025. At March 31, 2025, the Company determined it would no longer sell the Consumer Program loans and has the intent and ability to hold these loans for the foreseeable future as it intends to run off the portfolio and therefore transferred the loans back to the consumer loans category within loans held for investment at their amortized cost of $101.6 million as of that date.
Consumer Program Loans
The Company had $113.2 million and $152.1 million of amortized cost balance of loans outstanding in the Consumer Program as of June 30, 2025 and December 31, 2024, respectively, or 4% and 5%, respectively of our total gross loan portfolio as of each date. Loans in the Consumer Program are included within the consumer loans category disclosures in this footnote as of June 30, 2025 and $113.2 million is included in loans held for sale, at the lower of cost or market, and $38.9 million in the consumer loans category in loans held for investment as of December 31, 2024. As of June 30, 2025,11% of the loans were in a promotional period requiring no payment of interest on their loans with 89% of these promotional loan periods ending in the third quarter of 2025 through the first quarter of 2026.
Accrued Interest Receivable
Accrued interest receivable on loans totaled $17.4 million and $16.5 million as of June 30, 2025 and December 31, 2024, respectively, and is included in other assets in the consolidated balance sheets.
Nonaccrual and Past Due Loans
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, we consider the borrower’s debt service capacity through the analysis of current financial information, if available, and/or current information with regards to our collateral position. Regulatory provisions would typically require the placement of a loan on nonaccrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.
The following tables present the aging of the recorded investment in past due loans by class of loans held for investment as of June 30, 2025 and December 31, 2024 ($ in thousands):
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 30 - 59 | 60 - 89 | 90 | | | | | | | |||||||||
| | | Days | | Days | | Days | | Total | | Loans Not | | Total | ||||||
| June 30, 2025 | | Past Due | | Past Due | | or More | | Past Due | | Past Due | | Loans | ||||||
| Commercial real estate - owner occupied | | $4,327 | | $29 | | $1,664 | | $6,020 | | $474,961 | | $480,981 | ||||||
| Commercial real estate - non-owner occupied | | 40,076 | | 3,304 | | | — | | 43,380 | | 547,468 | | 590,848 | |||||
| Secured by farmland | | | — | | | — | | | — | | | — | | | 3,696 | | | 3,696 |
| Construction and land development | | 404 | | | 2,113 | | | — | | | 2,517 | | | 103,926 | | 106,443 | ||
| Residential 1-4 family | | 3,216 | | | 863 | | | 2,191 | | | 6,270 | | | 564,936 | | 571,206 | ||
| Multi- family residential | | | — | | | — | | | — | | | — | | | 157,097 | | | 157,097 |
| Home equity lines of credit | | 186 | | | — | | | 818 | | | 1,004 | | | 61,099 | | 62,103 | ||
| Commercial loans | | | 660 | | | 1,292 | | | 24,738 | | | 26,690 | | | 784,768 | | | 811,458 |
| Paycheck Protection Program loans | | | — | | | — | | | 1,713 | | | 1,713 | | | 16 | | | 1,729 |
| Consumer loans | | 2,625 | | | 2,401 | | | 100 | | 5,126 | | 334,810 | | 339,936 | ||||
| Total Non-PCD loans | | | 51,494 | | | 10,002 | | | 31,224 | | | 92,720 | | | 3,032,777 | | | 3,125,497 |
| PCD loans | | | — | | | — | | | — | | | — | | | 5,024 | | | 5,024 |
| Total | | $51,494 | | $10,002 | | $31,224 | | $92,720 | | $3,037,801 | | $3,130,521 | ||||||
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 30 - 59 | 60 - 89 | 90 | | | | | | | ||||||||||
| | | Days | | Days | | Days | | Total | | Loans Not | | Total | | ||||||
| December 31, 2024 | | Past Due | | Past Due | | or More | | Past Due | | Past Due | | Loans | | ||||||
| Commercial real estate - owner occupied | | $456 | | $52 | | $4,021 | | $4,529 | | $471,369 | | $475,898 | | ||||||
| Commercial real estate - non-owner occupied | | 9,539 | | 4,290 | | | — | | 13,829 | | 596,653 | | 610,482 | | |||||
| Secured by farmland | | | — | | | — | | | — | | | — | | | 3,711 | | | 3,711 | |
| Construction and land development | | 12 | | | 656 | | | — | | | 668 | | | 100,575 | | 101,243 | | ||
| Residential 1-4 family | | 6,694 | | | 318 | | | 1,462 | | | 8,474 | | | 580,385 | | 588,859 | | ||
| Multi- family residential | | | — | | | — | | | — | | | — | | | 158,426 | | | 158,426 | |
| Home equity lines of credit | | 1,098 | | | 168 | | | 238 | | | 1,504 | | | 61,450 | | 62,954 | | ||
| Commercial loans | | | 24,101 | | | 1,279 | | | 1,954 | | | 27,334 | | | 581,261 | | | 608,595 | |
| Paycheck Protection Program loans | | | — | | | — | | | 1,886 | | | 1,886 | | | 41 | | | 1,927 | |
| Consumer loans | | 6,625 | | | 7,013 | | | — | | 13,638 | | 256,425 | | 270,063 | | ||||
| Total Non-PCD loans | | | 48,525 | | | 13,776 | | | 9,561 | | | 71,862 | | | 2,810,296 | | | 2,882,158 | |
| PCD loans | | | — | | | | | | — | | | — | | | 5,289 | | | 5,289 | |
| Total | | $48,525 | | $13,776 | | $9,561 | | $71,862 | | $2,815,585 | | $2,887,447 | | ||||||
The amortized cost, by class, of loans and leases on nonaccrual status as of June 30, 2025 and December 31, 2024, were as follows ($ in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · 90 Days · · Less Than · Total · Nonaccrual With | ||||||||||||
| · · Past Due · · · 90 Days · · Nonaccrual · · No Credit | ||||||||||||
| June 30, 2025 · · or More · · · Past Due · · Loans · · Loss Allowance | ||||||||||||
| Commercial real estate - owner occupied | | $1,664 | | $374 | | $2,038 | | $713 | ||||
| Commercial real estate - non-owner occupied | | — | | 40,450 | | 40,450 | | 374 | ||||
| Secured by farmland | | | — | | | 326 | | | 326 | | | 326 |
| Construction and land development | | — | | 119 | | 119 | | 119 | ||||
| Residential 1-4 family | | 2,191 | | 1,917 | | 4,108 | | 4,109 | ||||
| Home equity lines of credit | | | 817 | | | 372 | | | 1,189 | | | 1,189 |
| Commercial loans | | 1,264 | | 1,423 | | 2,687 | | 1,112 | ||||
| Consumer loans | | 100 | | 794 | | 894 | | 877 | ||||
| Total Non-PCD loans | | | 6,036 | | | 45,775 | | | 51,811 | | | 8,819 |
| PCD loans | | | — | | | 1,248 | | | 1,248 | | | 1,248 |
| Total | | $6,036 | | $47,023 | | $53,059 | | $10,067 | ||||
| | | | | | | | | | | | | |
| | 90 Days | | Less Than | Total | Nonaccrual With | |||||||
| | | Past Due | | | 90 Days | | Nonaccrual | | No Credit | |||
| December 31, 2024 | | or More | | | Past Due | | Loans | | Loss Allowance | |||
| Commercial real estate - owner occupied | | $4,021 | | $431 | | $4,452 | | $641 | ||||
| Commercial real estate - non-owner occupied | | — | | 393 | | 393 | | 393 | ||||
| Secured by farmland | | | — | | | 378 | | | 378 | | | 378 |
| Construction and land development | | — | | 130 | | 130 | | 130 | ||||
| Residential 1-4 family | | 1,462 | | 2,417 | | 3,879 | | 3,879 | ||||
| Home equity lines of credit | | | 238 | | | 542 | | | 780 | | | 780 |
| Commercial loans | | 1,954 | | 720 | | 2,674 | | 846 | ||||
| Paycheck Protection Program loans | | | 173 | | | — | | | 173 | | | 173 |
| Consumer loans | | — | | 864 | | 864 | | 864 | ||||
| Total Non-PCD loans | | | 7,848 | | | 5,875 | | | 13,723 | | | 8,084 |
| PCD loans | | | — | | | 1,303 | | | 1,303 | | | 1,303 |
| Total | | $7,848 | | $7,178 | | $15,026 | | $9,387 | ||||
There were $1.7 million of PPP loans greater than 90 days past due and still accruing as of both June 30, 2025 and December 31, 2024.
The following table presents nonaccrual loans as of June 30, 2025 by class and year of origination ($ in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| · · · · · · · · · · · · · · · · · · · · · · · RevolvingLoans · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · Revolving · · Converted · · · | |||||||||||||||||||||||||||
| · · 2025 · · 2024 · · 2023 · · 2022 · 2021 · · Prior · · Loans · · To Term · Total | |||||||||||||||||||||||||||
| Commercial real estate - owner occupied | | $— | | $— | | $— | | $88 | | $210 | | $1,740 | | $— | | $— | | $2,038 | |||||||||
| Commercial real estate - non-owner occupied | | — | | — | | — | | — | | 40,076 | | 374 | | — | | — | | 40,450 | |||||||||
| Secured by farmland | | | — | | | — | | | — | | | — | | | — | | | 326 | | | — | | | — | | | 326 |
| Construction and land development | | — | | — | | — | | — | | — | | 119 | | — | | — | | 119 | |||||||||
| Residential 1-4 family | | | — | | 156 | | | — | | | 530 | | | — | | | 2,483 | | | 290 | | | 649 | | | 4,108 | |
| Home equity lines of credit | | | — | | | — | | | — | | | — | | | — | | | — | | | 557 | | | 632 | | | 1,189 |
| Commercial loans | | — | | 32 | | 207 | | 933 | | 383 | | 1,015 | | — | | 117 | | 2,687 | |||||||||
| Consumer loans | | | — | | 5 | | | 55 | | | 403 | | | 393 | | | 17 | | | — | | | 21 | | | 894 | |
| Total non-PCD nonaccruals | | | — | | | 193 | | | 262 | | | 1,954 | | | 41,062 | | | 6,074 | | | 847 | | | 1,419 | | | 51,811 |
| PCD loans | | | — | | | — | | | — | | | — | | | — | | | 1,248 | | | — | | | — | | | 1,248 |
| Total nonaccrual loans | | $— | | $193 | | $262 | | $1,954 | | $41,062 | | $7,322 | | $847 | | $1,419 | | $53,059 | |||||||||
Interest received on nonaccrual loans were immaterial for both the three and six months ended June 30, 2025 and 2024.
Modifications Provided to Borrowers Experiencing Financial Difficulty
The Bank determines that a borrower may be experiencing financial difficulty if the borrower is currently delinquent on any of its debt, or if the Bank is concerned that the borrower may not be able to perform in accordance with the current terms of the loan agreement in the foreseeable future. Many aspects of the borrower’s financial situation are assessed when determining whether they are experiencing financial difficulty, particularly for commercial borrowers due to the complex nature of the loan structure, business/industry risk and borrower/guarantor structures. Concessions may include the reduction of an interest rate at a rate lower than current market rates for a new loan with similar risk, extension of the maturity date, reduction of accrued interest, or principal forgiveness. When evaluating whether a concession has been granted, the Bank also considers whether the borrower has provided additional collateral or guarantors and whether such additions adequately compensate the Bank for the restructured terms, or if the revised terms are consistent with those currently being offered to new loan customers.
The assessments of whether a borrower is experiencing financial difficulty at the time a concession has been granted is inherently subjective in nature, and management’s judgment is required when determining whether the concession results in a modification that is accounted for as a new loan or a continuation of the existing loan under GAAP.
Although each occurrence is unique to the borrower and is evaluated separately, for all portfolio segments, loans modified as a result of borrowers experiencing financial difficulty are typically modified through reductions in interest rates, reductions in payments, changing the payment terms from principal and interest to interest only, and/or extensions in term maturity.
The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies certain loans by providing principal forgiveness. When principal forgiveness is provided, the amortized cost basis of the loan is written off against the allowance. The amount of the principal forgiveness is deemed to be uncollectible; therefore,
that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.
If it is determined that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. At that time, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
The following table provides a summary of the amortized cost basis of loan modifications to borrowers experiencing financial difficulty during the three and six months ended June 30, 2025 and the related percentage of the loan portfolio period-end balance by the type of modification as of June 30, 2025, excluding Consumer Program loans ($ in thousands):
| · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · For the three months ended June 30, 2025 | ||||||||
| · · Payment Deferral · · Total | ||||||||
| · · · $ · % · · · · $ · % · | ||||||||
| Commercial real estate - non-owner occupied | | $1,729 | 0.36% | | $1,729 | 0.36% | ||
| Multi-family residential | | | 554 | 0.35% | | | 554 | 0.35% |
| Commercial loans | | 24,023 | 4.21% | | 24,023 | 4.21% | ||
| Total | | $26,306 | | | | $26,306 | | |
| · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · For the six months ended June 30, 2025 | ||||||||
| · · Payment Deferral · · Total | ||||||||
| · · · $ · % · · · · $ · % · | ||||||||
| Commercial real estate - non-owner occupied | | $1,729 | 0.36% | | $1,729 | 0.36% | ||
| Multi-family residential | | | 554 | 0.35% | | | 554 | 0.35% |
| Commercial loans | | 24,023 | 4.21% | | 24,023 | 4.21% | ||
| Total | | $26,306 | | | | $26,306 | | |
The following table depicts the amortized cost basis as of June 30, 2025, of the performance of loans that have been modified to borrowers experiencing financial difficulty in the last 12 months ($ in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Payment Status | ||||||||||||
| · · · · · · | ||||||||||||
| · · Current · · 30-59 days past due · · 60-89 days past due · · 90 days or more | ||||||||||||
| Commercial real estate - owner occupied | | $1,729 | | $— | | $— | | $— | ||||
| Commercial real estate - non-owner occupied | | 28,746 | | — | | — | | — | ||||
| Residential 1-4 family | | 67 | | — | | 108 | | — | ||||
| Multi- family residential | | | 554 | | | — | | | — | | | — |
| Home equity lines of credit | | | 56 | | | — | | | — | | | — |
| Commercial loans | | | 1,177 | | | 516 | | | — | | | 23,475 |
| Consumer loans | | 52 | | — | | — | | — | ||||
| Total | | $32,381 | | $516 | | $108 | | $23,475 | ||||
Consumer Program modifications
The Company began offering modifications to Consumer Program borrowers beginning on January 1, 2025, in an attempt to enhance collections of delinquent loans and mitigate charge-offs. The primary type of modifications were principal forgiveness of portions of outstanding principal owed and a combination of term modifications to extend maturity dates and interest rate reductions (primarily on promotional loans).
The following table provides a summary of the loan modifications to Consumer Program borrowers experiencing financial difficulty during the three and six months ended June 30, 2025, by the type of modification ($ in thousands):
| · · · · · · · · · · · · · · · · · · · · · · | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · For the three months ended June 30, 2025 · · For the six months ended June 30, 2025 | ||||||||||||||||||||
| · · · · Total · · Average · · Average · · · · Total · · Average · · Average | ||||||||||||||||||||
| · · · · Amortized · · Term · · Rate Change · · · · Amortized · · Term · · Rate Change | ||||||||||||||||||||
| · · # of · · Cost · · Adjustment · · of Modified · · # of · · Cost · · Adjustment · · of Modified | ||||||||||||||||||||
| · Loans · · Modified · (Years) · Loans · Loans · · Modified · (Years) · Loans | ||||||||||||||||||||
| Term and Interest Rate | | 235 | | $3,343 | | | 2.5 | | -11.54% | | 417 | | $5,408 | | | 3.2 | | -12.36% | ||
| Principal Forgiveness | | 79 | | $675 | | | N/A | | N/A | % | | 146 | | $1,536 | | | N/A | | N/A | % |
The following table provides a status at June 30, 2025 of the amortized cost of Consumer Program loans modified since January 1, 2025 by the type of modification ($ in thousands):
| · · · · · · · | |||||
|---|---|---|---|---|---|
| | | Term and | | | |
| · · Interest · · · · | |||||
| | | Rate | | Principal | |
| Status | | Modifications | | Modifications | |
| Current | | $4,138 | | $750 | |
| 1-30 days past due | | $567 | | $107 | |
| 31-60 days past due | | $239 | | $104 | |
| 61-90 days past due | | $113 | | $36 | |
Credit Quality Indicators
Through its system of internal controls, Primis evaluates and segments loan portfolio credit quality using regulatory definitions for Special Mention, Substandard and Doubtful. Special Mention loans are considered “criticized”, while loans classified as Substandard or Doubtful are considered “classified.”.
Special Mention loans are loans that have a potential weakness that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position.
Substandard loans may be inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful loans have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable or improbable. Primis hadno loans classified as Doubtful as of June 30, 2025 or December 31, 2024.
In monitoring credit quality trends in the context of assessing the appropriate level of the allowance for credit losses on loans, we monitor portfolio credit quality by the weighted-average risk grade of each class of loan.
The following table presents weighted-average risk grades for all loans, by class and year of origination/renewal as of June 30, 2025 ($ in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · · Revolving · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · · · Loans · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · Revolving · · Converted · · · | |||||||||||||||||||||||||||
| · · 2025 · · 2024 · · 2023 · · 2022 · 2021 · · Prior · · Loans · · To Term · Total | |||||||||||||||||||||||||||
| Commercial real estate - owner occupied | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $29,194 | | $45,262 | | $63,425 | | $78,299 | | $59,209 | | $189,387 | | $713 | | $8,147 | | $473,636 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | 3,174 | | | — | | | — | | | 3,174 |
| Substandard | | | — | | | — | | | — | | | 88 | | | 210 | | | 3,873 | | | — | | | — | | | 4,171 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $29,194 | | $45,262 | | $63,425 | | $78,387 | | $59,419 | | $196,434 | | $713 | | $8,147 | | $480,981 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | 3.31 | | | 3.24 | | | 3.53 | | | 3.41 | | | 3.42 | | | 3.45 | | | 4.00 | | | 3.74 | | | 3.43 |
| Commercial real estate - nonowner occupied | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $2,453 | | $22,039 | | $38,291 | | $55,319 | | $42,134 | | $324,038 | | $3,995 | | $3,163 | | $491,432 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Substandard | | | — | | | — | | | — | | | — | | | 99,141 | | | 275 | | | — | | | — | | | 99,416 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $2,453 | | $22,039 | | $38,291 | | $55,319 | | $141,275 | | $324,313 | | $3,995 | | $3,163 | | $590,848 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | 3.51 | | | 3.73 | | | 3.56 | | | 3.43 | | | 4.16 | | | 3.70 | | | 3.30 | | | 2.91 | | | 3.77 |
| Secured by farmland | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $687 | | $31 | | $— | | $— | | $— | | $2,189 | | $379 | | $84 | | $3,370 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 326 | | | — | | | — | | | 326 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $687 | | $31 | | $— | | $— | | $— | | $2,515 | | $379 | | $84 | | $3,696 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | 4.00 | | | — | | | N/A | | | N/A | | | N/A | | | 4.25 | | | 3.97 | | | 3.01 | | | 4.14 |
| Construction and land development | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $17,668 | | $24,163 | | $16,355 | | $35,860 | | $3,574 | | $7,349 | | $952 | | $— | | $105,921 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 522 | | | — | | | — | | | 522 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $17,668 | | $24,163 | | $16,355 | | $35,860 | | $3,574 | | $7,871 | | $952 | | $— | | $106,443 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | 3.04 | | | 3.03 | | | 3.92 | | | 3.66 | | | 3.03 | | | 3.53 | | | 3.31 | | | N/A | | | 3.42 |
| Residential 1-4 family | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $17,498 | | $32,921 | | $28,857 | | $149,001 | | $128,826 | | $199,189 | | $7,195 | | $2,787 | | $566,274 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | 272 | | | — | | | — | | | 272 |
| Substandard | | | — | | | 159 | | | — | | | 530 | | | — | | | 3,032 | | | 290 | | | 649 | | | 4,660 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $17,498 | | $33,080 | | $28,857 | | $149,531 | | $128,826 | | $202,493 | | $7,485 | | $3,436 | | $571,206 | |||||||||
| Current period gross charge offs | | $— | | $— | | $67 | | $— | | $— | | $ | | | $— | | $— | | $67 | ||||||||
| Weighted average risk grade | | | 3.06 | | | 2.73 | | | 3.09 | | | 3.09 | | | 3.04 | | | 3.19 | | | 3.63 | | | 3.97 | | | 3.11 |
| Multi- family residential | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $2,136 | | $— | | $445 | | $21,575 | | $23,443 | | $84,999 | | $4,801 | | $528 | | $137,927 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | 18,341 | | | — | | | — | | | — | | | 18,341 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 554 | | | — | | | 275 | | | 829 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $2,136 | | $— | | $445 | | $21,575 | | $41,784 | | $85,553 | | $4,801 | | $803 | | $157,097 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | N/A | | | N/A | | | 3.00 | | | 3.17 | | | 3.88 | | | 3.42 | | | 4.00 | | | 4.68 | | | 3.54 |
| Home equity lines of credit | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $75 | | $249 | | $452 | | $375 | | $299 | | $416 | | $58,846 | | $117 | | $60,829 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | (1) | | | 32 | | | — | | | 31 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | (2) | | | 613 | | | 632 | | | 1,243 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $75 | | $249 | | $452 | | $375 | | $299 | | $413 | | $59,491 | | $749 | | $62,103 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | 3.00 | | | 3.00 | | | 3.00 | | | 3.00 | | | 3.00 | | | 3.15 | | | 3.08 | | | 5.60 | | | 3.11 |
| Commercial loans | | | | | | | | | | | | | | | | | | | |||||||||
| Pass | | $102,026 | | $275,846 | | $74,657 | | $159,117 | | $29,960 | | $23,022 | | $105,588 | | $6,712 | | $776,928 | |||||||||
| Special Mention | | | — | | | 6,443 | | | — | | | 812 | | | — | | | (1) | | | — | | | 926 | | | 8,180 |
| Substandard | | | — | | | 32 | | | 211 | | | 22,350 | | | 383 | | | 1,195 | | | 2,062 | | | 117 | | | 26,350 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $102,026 | | $282,321 | | $74,868 | | $182,279 | | $30,343 | | $24,216 | | $107,650 | | $7,755 | | $811,458 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $28 | | $— | | $— | | $— | | $731 | | $759 | |||||||||
| Weighted average risk grade | | | 3.21 | | | 3.11 | | | 3.35 | | | 3.40 | | | 3.83 | | | 3.37 | | | 3.38 | | | 3.90 | | | 3.29 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| · · · · · · · · · · · · · · · · · · · · · · · Revolving · · · | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · · Loans · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · Revolving · · Converted · · · | |||||||||||||||||||||||||||
| · · 2025 · · 2024 · · 2023 · · 2022 · 2021 · · Prior · · Loans · · To Term · Total | |||||||||||||||||||||||||||
| Paycheck Protection Program loans | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $— | | $— | | $— | | $— | | $859 | | $870 | | $— | | $— | | $1,729 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $— | | $— | | $— | | $— | | $859 | | $870 | | $— | | $— | | $1,729 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $173 | | $— | | $— | | $— | | $173 | |||||||||
| Weighted average risk grade | | | N/A | | | N/A | | | N/A | | | N/A | | | 2.00 | | | 2.00 | | | N/A | | | N/A | | | 2.00 |
| Consumer loans | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $10,729 | | $121,285 | | $15,943 | | $159,570 | | $19,225 | | $3,094 | | $8,505 | | $575 | | $338,926 | |||||||||
| Special Mention | | | — | | | — | | | 3 | | | 29 | | | — | | | 29 | | | — | | | — | | | 61 |
| Substandard | | | — | | | 5 | | | 57 | | | 450 | | | 413 | | | 2 | | | — | | | 22 | | | 949 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $10,729 | | $121,290 | | $16,003 | | $160,049 | | $19,638 | | $3,125 | | $8,505 | | $597 | | $339,936 | |||||||||
| Current period gross charge offs | | $45 | | $1,655 | | $9,653 | | $14,528 | | $176 | | $1 | | $9 | | $— | | $26,067 | |||||||||
| Weighted average risk grade | | | 4.00 | | | 4.00 | | | 3.16 | | | 2.76 | | | 3.20 | | | 6.31 | | | 2.43 | | | 4.07 | | | 3.31 |
| PCD | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Pass | | $— | | $— | | $— | | $— | | $— | | $1,805 | | $— | | $— | | $1,805 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | 1,842 | | | — | | | — | | | 1,842 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 1,377 | | | — | | | — | | | 1,377 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $— | | $— | | $— | | $— | | $— | | $5,024 | | $— | | $— | | $5,024 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | 4.81 | | | N/A | | | N/A | | | 4.81 |
| Total | | $182,466 | | $528,435 | | $238,696 | | $683,375 | | $426,017 | | $852,827 | | $193,971 | | $24,734 | | $3,130,521 | |||||||||
| Current period gross charge offs | | $45 | | $1,655 | | $9,720 | | $14,556 | | $349 | | $1 | | $9 | | $731 | | $27,066 | |||||||||
| Weighted average risk grade | | | 3.26 | | | 3.32 | | | 3.43 | | | 3.19 | | | 3.61 | | | 3.50 | | | 3.27 | | | 3.81 | | | 3.39 |
The following table presents weighted-average risk grades for all loans, by class and year of origination/renewal as of December 31, 2024 ($ in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| · · · · · · · · · · · · · · · · · · · · · · · Revolving · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · · · Loans · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · Revolving · · Converted · · · | |||||||||||||||||||||||||||
| · · 2024 · · 2023 · · 2022 · · 2021 · 2020 · · Prior · · Loans · · To Term · Total | |||||||||||||||||||||||||||
| Commercial real estate - owner occupied | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $41,807 | | $58,979 | | $79,927 | | $65,362 | | $14,830 | | $193,528 | | $1,623 | | $9,280 | | $465,336 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | 3,960 | | | — | | | — | | | 3,960 |
| Substandard | | | — | | | — | | | — | | | 210 | | | — | | | 6,392 | | | — | | | — | | | 6,602 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $41,807 | | $58,979 | | $79,927 | | $65,572 | | $14,830 | | $203,880 | | $1,623 | | $9,280 | | $475,898 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | 3.24 | | | 3.53 | | | 3.42 | | | 3.39 | | | 3.17 | | | 3.51 | | | 3.34 | | | 3.76 | | | 3.44 |
| Commercial real estate - nonowner occupied | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $21,857 | | $37,292 | | $56,104 | | $117,439 | | $45,057 | | $295,756 | | $2,486 | | $3,216 | | $579,207 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | 2,904 | | | — | | | — | | | 2,904 |
| Substandard | | | — | | | — | | | — | | | 28,371 | | | — | | | — | | | — | | | — | | | 28,371 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $21,857 | | $37,292 | | $56,104 | | $145,810 | | $45,057 | | $298,660 | | $2,486 | | $3,216 | | $610,482 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | 3.72 | | | 3.55 | | | 3.17 | | | 4.13 | | | 3.84 | | | 3.68 | | | 3.14 | | | 2.91 | | | 3.74 |
| Secured by farmland | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $270 | | $68 | | $— | | $4 | | $76 | | $2,408 | | $400 | | $107 | | $3,333 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 378 | | | — | | | — | | | 378 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $270 | | $68 | | $— | | $4 | | $76 | | $2,786 | | $400 | | $107 | | $3,711 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | 4.00 | | | — | | | N/A | | | 4.00 | | | N/A | | | 4.26 | | | 3.89 | | | 3.06 | | | 4.14 |
| Construction and land development | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $28,796 | | $22,554 | | $36,762 | | $3,957 | | $(1) | | $8,224 | | $821 | | $— | | $101,113 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 130 | | | — | | | — | | | 130 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $28,796 | | $22,554 | | $36,762 | | $3,957 | | $(1) | | $8,354 | | $821 | | $— | | $101,243 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | 3.01 | | | 3.73 | | | 3.69 | | | 3.10 | | | 3.00 | | | 3.42 | | | 3.36 | | | N/A | | | 3.46 |
| Residential 1-4 family | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $32,866 | | $33,350 | | $161,816 | | $134,244 | | $37,927 | | $174,569 | | $6,054 | | $2,985 | | $583,811 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | 605 | | | — | | | — | | | 605 |
| Substandard | | | 159 | | | 263 | | | 542 | | | — | | | — | | | 2,680 | | | 262 | | | 537 | | | 4,443 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $33,025 | | $33,613 | | $162,358 | | $134,244 | | $37,927 | | $177,854 | | $6,316 | | $3,522 | | $588,859 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $8 | | $— | | $— | | $8 | |||||||||
| Weighted average risk grade | | | 3.13 | | | 3.11 | | | 3.09 | | | 3.04 | | | 3.07 | | | 3.20 | | | 3.74 | | | 3.85 | | | 3.12 |
| Multi- family residential | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $1,356 | | $451 | | $21,692 | | $23,703 | | $17,147 | | $69,360 | | $4,863 | | $564 | | $139,136 | |||||||||
| Special Mention | | | — | | | — | | | — | | | 18,438 | | | — | | | — | | | — | | | — | | | 18,438 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 573 | | | — | | | 279 | | | 852 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $1,356 | | $451 | | $21,692 | | $42,141 | | $17,147 | | $69,933 | | $4,863 | | $843 | | $158,426 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | N/A | | | 3.00 | | | 3.17 | | | 3.88 | | | 3.91 | | | 3.30 | | | 4.00 | | | 4.66 | | | 3.53 |
| Home equity lines of credit | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $211 | | $428 | | $348 | | $458 | | $44 | | $3,017 | | $56,813 | | $140 | | $61,459 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | (1) | | | 32 | | | — | | | 31 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 11 | | | 812 | | | 641 | | | 1,464 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $211 | | $428 | | $348 | | $458 | | $44 | | $3,027 | | $57,657 | | $781 | | $62,954 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $9 | | $— | | $9 | |||||||||
| Weighted average risk grade | | | 3.00 | | | 3.00 | | | 3.00 | | | 3.00 | | | 3.00 | | | 3.90 | | | 3.08 | | | 5.53 | | | 3.15 |
| Commercial loans | | | | | | | | | | | | | | | | | | | |||||||||
| Pass | | $152,489 | | $85,049 | | $179,070 | | $32,374 | | $4,125 | | $22,008 | | $97,721 | | $6,781 | | $579,617 | |||||||||
| Special Mention | | | — | | | — | | | 1,276 | | | — | | | — | | | 1 | | | 1,127 | | | — | | | 2,404 |
| Substandard | | | 31 | | | 4 | | | 21,967 | | | 383 | | | 169 | | | 1,108 | | | 2,782 | | | 130 | | | 26,574 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $152,520 | | $85,053 | | $202,313 | | $32,757 | | $4,294 | | $23,117 | | $101,630 | | $6,911 | | $608,595 | |||||||||
| Current period gross charge offs | | $— | | $383 | | $— | | $— | | $— | | $196 | | $347 | | $— | | $926 | |||||||||
| Weighted average risk grade | | | 3.21 | | | 3.35 | | | 3.40 | | | 3.83 | | | 3.34 | | | 3.42 | | | 3.44 | | | 3.75 | | | 3.38 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · · Revolving · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · · · Loans · · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · · Revolving · · Converted · · · | |||||||||||||||||||||||||||
| · · 2024 · · 2023 · · 2022 · · 2021 · 2020 · · Prior · · Loans · · To Term · Total | |||||||||||||||||||||||||||
| Paycheck Protection Program loans | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $— | | $— | | $— | | $870 | | $884 | | $— | | $— | | $— | | $1,754 | |||||||||
| Special Mention | | | — | | | — | | | — | | | 173 | | | — | | | — | | | — | | | — | | | 173 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $— | | $— | | $— | | $1,043 | | $884 | | $— | | $— | | $— | | $1,927 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | N/A | | | N/A | | | N/A | | | 2.66 | | | 2.00 | | | N/A | | | N/A | | | N/A | | | 2.36 |
| Consumer loans | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $51,194 | | $17,987 | | $166,307 | | $21,621 | | $537 | | $3,044 | | $7,718 | | $637 | | $269,045 | |||||||||
| Special Mention | | | — | | | 4 | | | 59 | | | — | | | — | | | 41 | | | — | | | — | | | 104 |
| Substandard | | | 2 | | | 40 | | | 447 | | | 398 | | | — | | | 2 | | | — | | | 25 | | | 914 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $51,196 | | $18,031 | | $166,813 | | $22,019 | | $537 | | $3,087 | | $7,718 | | $662 | | $270,063 | |||||||||
| Current period gross charge offs | | $19,199 | | $9,777 | | $19,790 | | $1,293 | | $— | | $33 | | $— | | $— | | $50,092 | |||||||||
| Weighted average risk grade | | | 4.27 | | | 3.37 | | | 2.88 | | | 3.29 | | | 4.00 | | | 4.01 | | | 2.46 | | | N/A | | | 3.22 |
| PCD | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Pass | | $— | | $— | | $— | | $— | | $— | | $1,890 | | $— | | $— | | $1,890 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | 1,960 | | | — | | | — | | | 1,960 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 1,439 | | | — | | | — | | | 1,439 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | $— | | $— | | $— | | $— | | $— | | $5,289 | | $— | | $— | | $5,289 | |||||||||
| Current period gross charge offs | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | |||||||||
| Weighted average risk grade | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | 4.81 | | | N/A | | | N/A | | | 4.81 |
| Total | | $331,038 | | $256,469 | | $726,317 | | $448,005 | | $120,795 | | $795,987 | | $183,514 | | $25,322 | | $2,887,447 | |||||||||
| Current period gross charge offs | | $19,199 | | $10,160 | | $19,790 | | $1,293 | | $— | | $237 | | $356 | | $— | | $51,035 | |||||||||
| Weighted average risk grade | | | 3.29 | | | 3.41 | | | 3.17 | | | 3.59 | | | 3.50 | | | 3.49 | | | 3.31 | | | 3.75 | | | 3.39 |
Revolving loans that were converted to term loans during the three and six months ended June 30, 2025 were as follows ($ in thousands):
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · For the three months ended June 30, 2025 · · · For the six months ended June 30, 2025 | |||||||
| Commercial real estate - non-owner occupied | | $— | | | $15 | ||
| Residential 1-4 family | | | — | | | | 164 |
| Commercial loans | | 149 | | | 1,075 | ||
| Total loans | | $149 | | | $1,254 | ||
The recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure was $0.2 million at June 30, 2025. There wereno foreclosed residential real estate property held or in the process of foreclosure as of December 31, 2024.
Allowance For Credit Losses – Loans
The allowance for credit losses on loans is a contra-asset valuation account, calculated in accordance with ASC 326 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the allowance represents management's best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans' contractual terms, adjusted for expected prepayments when appropriate. The accounting policy related to the allowance for credit losses is considered a critical policy given the level of estimation, judgment, and uncertainty in the levels of the allowance required to account for the expected losses in the loan portfolio and the material effect such estimation, judgment, and uncertainty can have on the consolidated financial results.
In calculating the allowance for credit losses, most loans are segmented into pools based upon similar characteristics and risk profiles. For allowance modeling purposes, our loan pools include but are not limited to (i) commercial real estate - owner occupied, (ii) commercial real estate - non-owner occupied, (iii) construction and land development, (iv) commercial, (v) agricultural loans, (vi) residential 1-4 family and (vii) consumer loans. We periodically reassess each pool to ensure the loans within the pool continue to share similar characteristics and risk profiles and to determine whether
further segmentation is necessary. For each loan pool, we measure expected credit losses over the life of each loan utilizing a combination of inputs: (i) probability of default, (ii) probability of attrition, (iii) loss given default and (iv) exposure at default. Internal data is supplemented by, but not replaced by, peer data when required, primarily to determine the probability of default input. The various pool-specific inputs may be adjusted for current macroeconomic assumptions. Significant macroeconomic variables utilized in our allowance models include, among other things, (i) Virginia Gross Domestic Product, (ii) Virginia House Price Index, and (iii) Virginia unemployment rates.
Management applies qualitative adjustments to model results for risk factors that are not considered within our quantitative modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. Qualitative factor (“Q-Factor”) adjustments are driven by key risk indicators that management tracks on a pool-by-pool basis.
In some cases, management may determine that an individual loan exhibits unique risk characteristics which differentiate the loan from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation.
The following tables present details of the allowance for credit losses on loans segregated by loan portfolio segment as of June 30, 2025 and December 31, 2024, calculated in accordance with ASC 326 ($ in thousands).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Commercial · Commercial · · · · · · · · · Home · · · · · · · · | |||||||||||||||||||||||||||||||||
| · · Real Estate · · Real Estate · · · · Construction · · · · · · · · Equity · · · · · · · · · | |||||||||||||||||||||||||||||||||
| · · Owner · · Non-owner · · Secured by · · and Land · · 1-4 Family · · Multi-Family · · Lines Of · · Commercial · · Consumer · · PCD · · | |||||||||||||||||||||||||||||||||
| June 30, 2025 · · Occupied · · Occupied · · Farmland · · Development · · Residential · · Residential · · Credit · · Loans · · Loans · · Loans · · Total | |||||||||||||||||||||||||||||||||
| Modeled expected credit losses | | $4,952 | $3,404 | $1 | $890 | $6,003 | $813 | $432 | $5,005 | $3,265 | | $— | | $24,765 | |||||||||||||||||||
| Q-factor and other qualitative adjustments | | | 441 | | | 808 | | | 28 | | | 167 | | | 337 | | | 643 | | | 30 | | | 678 | | | 319 | | | | | | 3,451 |
| Specific allocations | | 334 | | | 9,775 | | | — | | | — | | | — | | | — | | | — | | | 5,852 | | | 1,591 | | | 217 | | | 17,769 | |
| Total | | $5,727 | | $13,987 | | $29 | | $1,057 | | $6,340 | | $1,456 | | $462 | | $11,535 | | $5,175 | | $217 | | $45,985 | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial | Commercial | | | | | | | | | Home | | | | | | | | | ||||||||||||||
| | | Real Estate | | Real Estate | | | | Construction | | | | | | | | Equity | | | | | | | | | | ||||||||
| | | Owner | | Non-owner | | Secured by | | and Land | | 1-4 Family | | Multi-Family | | Lines Of | | Commercial | | Consumer | | PCD | | | |||||||||||
| December 31, 2024 | | Occupied | | Occupied | | Farmland | | Development | | Residential | | Residential | | Credit | | Loans | | Loans | | Loans | | Total | |||||||||||
| Modeled expected credit losses | | $4,623 | $4,194 | $1 | $1,045 | $6,423 | $971 | $511 | $4,062 | $3,932 | $— | $25,762 | |||||||||||||||||||||
| Q-factor and other qualitative adjustments | | | 321 | | | 698 | | | 19 | | | 158 | | | 396 | | | 649 | | | 22 | | | 694 | | | 362 | | | — | | | 3,319 |
| Specific allocations | | 955 | | | 2,074 | | | — | | | — | | | — | | | — | | | — | | | 6,038 | | | 15,331 | | | 245 | | | 24,643 | |
| Total | | $5,899 | | $6,966 | | $20 | | $1,203 | | $6,819 | | $1,620 | | $533 | | $10,794 | | $19,625 | | $245 | | $53,724 | |||||||||||
No allowance for credit losses has been recognized for PPP loans as such loans are fully guaranteed by the SBA.
Activity in the allowance for credit losses by class of loan for the three and six months ended June 30, 2025 and 2024 is summarized below ($ in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Commercial · Commercial · · · · · · · · · | ||||||||||||||||||||||
| · Real Estate · Real Estate · · Construction · · · · · Home Equity · · · · · · | ||||||||||||||||||||||
| · Owner · Non-owner · Secured by · and Land · 1-4 Family · Multi-Family · Lines Of · Commercial · Consumer · PCD · | ||||||||||||||||||||||
| Three Months Ended June 30, 2025 · Occupied · Occupied · Farmland · Development · Residential · Residential · Credit · Loans · Loans · Loans · Total | ||||||||||||||||||||||
| Allowance for credit losses: · · · · · · · · · · · | ||||||||||||||||||||||
| Beginning balance | $5,697 | $6,912 | $22 | $1,087 | $6,537 | $1,488 | $459 | $11,099 | $10,500 | $220 | $44,021 | |||||||||||
| Provision (recovery) | | 30 | 7,075 | 7 | (30) | (130) | (32) | 2 | 1,162 | 222 | (3) | | 8,303 | |||||||||
| Charge offs | — | — | — | — | (67) | — | — | (726) | (11,939) | — | (12,732) | |||||||||||
| Recoveries | — | — | — | — | — | — | 1 | — | 6,392 | — | 6,393 | |||||||||||
| Ending balance | $5,727 | $13,987 | $29 | $1,057 | $6,340 | $1,456 | $462 | $11,535 | $5,175 | $217 | $45,985 | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2024 | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for credit losses: | | | | | | | | | | | | | | | | | | | | | | |
| Beginning balance | $4,563 | $5,664 | $26 | $1,196 | $5,107 | $1,541 | $348 | $6,926 | $26,421 | $1,664 | $53,456 | |||||||||||
| Provision (recovery) | | 329 | (205) | — | (306) | 817 | 494 | 16 | (805) | 3,836 | (1,057) | | 3,119 | |||||||||
| Charge offs | | — | — | — | — | — | — | — | 1 | (6,264) | — | (6,263) | ||||||||||
| Recoveries | | — | — | — | — | 2 | — | — | 2 | 1,258 | — | 1,262 | ||||||||||
| Ending balance | $4,892 | $5,459 | $26 | $890 | $5,926 | $2,035 | $364 | $6,124 | $25,251 | $607 | $51,574 | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Commercial · Commercial · · · · · · · · · | ||||||||||||||||||||||
| · Real Estate · Real Estate · · Construction · · · · · Home Equity · · · · · · | ||||||||||||||||||||||
| · Owner · Non-owner · Secured by · and Land · 1-4 Family · Multi-Family · Lines Of · Commercial · Consumer · PCD · | ||||||||||||||||||||||
| Six Months Ended June 30, 2025 · Occupied · Occupied · Farmland · Development · Residential · Residential · Credit · Loans · Loans · Loans · Total | ||||||||||||||||||||||
| Allowance for credit losses: · · · · · · · · · · · | ||||||||||||||||||||||
| Beginning balance | $5,899 | $6,966 | $20 | $1,203 | $6,819 | $1,620 | $533 | $10,794 | $19,625 | $245 | $53,724 | |||||||||||
| Provision (recovery) | | (172) | | 7,021 | | 9 | | (146) | | (412) | | (164) | | (73) | | 1,673 | | 2,191 | | (28) | | 9,899 |
| Charge offs | — | — | — | — | (67) | — | — | (932) | (26,067) | — | (27,066) | |||||||||||
| Recoveries | — | — | — | — | — | — | 2 | — | 9,426 | | — | 9,428 | ||||||||||
| Ending balance | $5,727 | $13,987 | $29 | $1,057 | $6,340 | $1,456 | $462 | $11,535 | $5,175 | $217 | $45,985 | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for credit losses: | ||||||||||||||||||||||
| Beginning balance | $4,255 | $5,822 | $31 | $1,129 | $4,938 | $1,590 | $364 | $6,320 | $26,088 | $1,672 | $52,209 | |||||||||||
| Provision (recovery) | | 637 | | (363) | | (5) | | (239) | | 986 | | 445 | | (2) | | 148 | | 9,085 | | (1,065) | | 9,627 |
| Charge offs | | — | — | — | — | — | — | — | (346) | (11,296) | — | (11,642) | ||||||||||
| Recoveries | | — | — | — | — | 2 | — | 2 | 2 | 1,374 | | — | 1,380 | |||||||||
| Ending balance | $4,892 | $5,459 | $26 | $890 | $5,926 | $2,035 | $364 | $6,124 | $25,251 | $607 | $51,574 | |||||||||||
Generally, a commercial loan, or a portion thereof, is charged-off when it is determined, through the analysis of any available current financial information with regards to the borrower, that the borrower is incapable of servicing unsecured debt, there is little or no prospect for near term improvement and no realistic strengthening action of significance is pending or, in the case of secured debt, when it is determined, through analysis of current information with regards to our collateral position, that amounts due from the borrower are in excess of the calculated current fair value of the collateral. Losses on installment loans are recognized in accordance with regulatory guidelines. All other consumer loan losses are recognized when delinquency exceeds 120 cumulative days except for the Consumer Program loans that are charged-off once they become 90 days past due.
The following table presents the principal balance of loans that were evaluated for expected credit losses on an individual basis and the related specific allocations, by loan portfolio segment as of June 30, 2025 and December 31, 2024 ($ in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · June 30, 2025 · December 31, 2024 | ||||||||||||
| · · Loan · · Specific · · Loan · · Specific | ||||||||||||
| · · Balance · · Allocations · · Balance · · Allocations | ||||||||||||
| Commercial real estate - owner occupied | | $3,753 | | $334 | | $6,266 | | $955 | ||||
| Commercial real estate - non-owner occupied | | 99,602 | | 9,775 | | 28,764 | | 2,074 | ||||
| Secured by farmland | | | 326 | | | — | | | 378 | | | — |
| Construction and land development | | 403 | | — | | — | | — | ||||
| Residential 1-4 family | | | 2,289 | | | — | | | 2,268 | | | — |
| Multi- family residential | | | 829 | | | — | | | 852 | | | — |
| Home equity lines of credit | | | 618 | | | — | | | 628 | | | — |
| Commercial loans | | 25,565 | | 5,852 | | 25,947 | | 6,038 | ||||
| Consumer loans | | | 7,125 | | | 1,591 | | | 22,885 | | | 15,331 |
| Total non-PCD loans | | | 140,510 | | | 17,552 | | | 87,988 | | | 24,398 |
| PCD loans | | | 5,024 | | | 217 | | | 5,289 | | | 245 |
| Total loans | | $145,534 | | $17,769 | | $93,277 | | $24,643 | ||||
The following table presents a breakdown between loans at amortized cost that were evaluated on an individual basis and identified as collateral dependent loans and non-collateral dependent loans, by loan portfolio segment and their collateral value as of June 30, 2025 and December 31, 2024 ($ in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · June 30, 2025 · · December 31, 2024 | ||||||||||||
| · · · · Non · · · · Non | ||||||||||||
| · · Collateral · · Collateral · · Collateral · · Collateral | ||||||||||||
| · · Dependent · · Dependent · · Dependent · · Dependent | ||||||||||||
| · · Assets (1) · · Assets (1) · · Assets (1) · · Assets (1) | ||||||||||||
| Commercial real estate - owner occupied | | $3,547 | | $— | | $4,229 | | $— | ||||
| Commercial real estate - non-owner occupied | | 70,140 | | — | | 30,130 | | — | ||||
| Secured by farmland | | | 1,174 | | | — | | | 1,277 | | | — |
| Construction and land development | | 409 | | — | | — | | — | ||||
| Residential 1-4 family | | | 3,030 | | | — | | | 3,038 | | | — |
| Multi- family residential | | | 830 | | | — | | | 857 | | | — |
| Home equity lines of credit | | | 618 | | | — | | | 635 | | | — |
| Commercial loans | | 26,084 | | — | | 26,424 | | — | ||||
| Total loans | | $105,832 | | $— | | $66,590 | | $— | ||||
| | | | | | | | | | | | | |
| Collateral value | | $108,436 | | $— | | $75,375 | | $— | ||||
| | | | | | | | | | | | | |
| (1) | Loan balances include PCD loans and are presented net of SBA guarantees. |
4.DERIVATIVES
Consumer Program Derivative
The Company has a derivative instrument in connection with its agreement with a third-party that originates loans that are held on the Company’s balance sheet. The third-party provides credit support and reimbursement for lost interest under the agreement, and the Company provides performance fees to the third-party on performing loans. Specifically, a portion of the originated loans are originated with a promotional period where interest accrues on the loans but is not owed to the Company unless and until the loan begins to amortize. If the borrower prepays the principal on the loan prior to the end of the promotional period the accrued interest is waived but becomes due to the Company from the third-party under the agreement. This expected payment of waived interest to the Company along with performance fees due to the third-party comprise the value of the derivative. The fair value of the derivative instrument was an asset of $1.2 million and $4.5 million as of June 30, 2025 and December 31, 2024, respectively. The underlying cash flows were $1.3 million and $4.8 million as of June 30, 2025 and December 31, 2024, respectively. The Company calculates the fair value of this derivative using a discounted cash flow model using inputs that are inherently judgmental and reflect management’s best estimates of the assumptions a market participant would use to calculate the fair value. The most significant inputs and assumptions in determining the value of the derivative are noted below ($ in thousands).
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · June 30, 2025 | |||||||||
| · · · · · · Weighted | |||||||||
| · · Low · · High · · Average | |||||||||
| Remaining cumulative charge-offs | | $40,056 | | $47,243 | | | n/a | ||
| Remaining cumulative promotional prepayments (1) | | $5,884 | | $10,299 | | $7,319 | |||
| Average life (years) | | | n/a | | n/a | | | 0.5 | |
| Discount rate | | | 4.07% | | | 14.90% | | | 14.90% |
| | | | | | | | | | |
| | | December 31, 2024 | |||||||
| | | | | | | Weighted | |||
| | | Low | | High | | Average | |||
| Remaining cumulative charge-offs | | $28,387 | | $41,994 | | | n/a | ||
| Remaining cumulative promotional prepayments (1) | | $24,322 | | $53,661 | | $34,366 | |||
| Average life (years) | | n/a | | n/a | | | 0.5 | ||
| Discount rate | | 4.28% | | | 14.39% | | | 14.39% | |
| (1) | Reflects principal amount expected to be prepaid. |
Mortgage Banking Derivatives and Financial Instruments* *
The Company enters into IRLCs to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time (generally between 30 and 90 days), with borrowers who have applied for a loan and have met certain credit and underwriting criteria. The IRLCs are adjusted for estimated costs to originate the loan as well as the probability that the mortgage loan will fund within the terms of the IRLC (the pullthrough rate). Estimated costs to originate include loan officer commissions and overrides. The pullthrough rate is estimated on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. The Company obtains an analysis from a third party on a monthly basis to support the reasonableness of the pullthrough estimate.
Best efforts and mandatory forward loan sale commitments are commitments to sell individual mortgage loans using both best efforts and mandatory delivery at a fixed price to an investor at a future date. Forward loan sale commitments that are mandatory delivery are accounted for as derivatives and carried at fair value, determined as the amount that would be necessary to settle the derivative financial instrument at the balance sheet date. Forward loan sale commitments that are best efforts are not derivatives but can be and have been accounted for at fair value, determined in a similar manner to those that are mandatory delivery. Forward loan sale commitments are recorded on the balance sheet as derivative assets
and derivative liabilities with changes in their fair values recorded in mortgage banking income in the statement of operations.
The key unobservable inputs used in determining the fair value of IRLCs are as follows as of June 30, 2025 and December 31, 2024 :
| · · · · · · | ||||
|---|---|---|---|---|
| | | June 30, 2025 | | December 31, 2024 |
| Average pullthrough rates | 75.7% | | 89.2% | |
| Average costs to originate | | 1.4% | 1.3% | |
The following summarizes derivative and non-derivative financial instruments as of June 30, 2025 and December 31, 2024 ($ in thousands):
| | | | | | | |
|---|---|---|---|---|---|---|
| · · June 30, 2025 | ||||||
| · · Fair · · Notional | ||||||
| Derivative financial instruments: · · Value · · Amount | ||||||
| Derivative assets (1) | | $1,151 | | $52,454 | ||
| Derivative liabilities | | $— | | $— | ||
| | | | | | | |
| | | June 30, 2025 | ||||
| | | Fair | | Notional | ||
| Non-derivative financial instruments: | | Value | | Amount | ||
| Best efforts assets | | $166 | | $10,299 | ||
| | | | | | | |
| | | December 31, 2024 | ||||
| | | Fair | | Notional | ||
| Derivative financial instruments: | | Value | | Amount | ||
| Derivative assets (1) | | $1,000 | | $34,593 | ||
| Derivative liabilities | | $— | | $— | ||
| | | | | | | |
| | | December 31, 2024 | ||||
| | | Fair | | Notional | ||
| Non-derivative financial instruments: | | Value | | Amount | ||
| Best efforts assets | | $82 | | $6,352 | ||
| (1) | Pull through rate adjusted. |
The notional amounts of mortgage loans held for sale not committed to investors was $74.6 million and $54.7 million as of June 30, 2025 and December 31, 2024, respectively.
The Company has exposure to credit loss in the event of contractual non-performance by its trading counterparties in derivative instruments that the Company uses in its rate risk management activities. The Company manages this credit risk by selecting only counterparties that the Company believes to be financially strong, spreading the risk among multiple counterparties, by placing contractual limits on the amount of unsecured credit extended to any single counterparty and by entering into netting agreements with counterparties, as appropriate.
5.FAIR VALUE
ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability
Assets and liabilities measured at fair value on a recurring basis are summarized below:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · Fair Value Measurements Using | ||||||||||||
| · · · · · · · · Significant · · | ||||||||||||
| · · · · · Quoted Prices in · · Other · · Significant | ||||||||||||
| · · · · · Active Markets for · · Observable · · Unobservable | ||||||||||||
| · · Total at · · Identical Assets · · Inputs · · Inputs | ||||||||||||
| (dollars in thousands) | June 30, 2025 | (Level 1) | (Level 2) | (Level 3) | ||||||||
| Assets: | | | | | | | | | | | | |
| Available-for-sale securities | | | | | | | | | | | | |
| Residential government-sponsored mortgage-backed securities | | $94,554 | | $— | | $94,554 | | $— | ||||
| Obligations of states and political subdivisions | | 29,754 | | — | | 29,754 | | — | ||||
| Corporate securities | | 10,262 | | — | | 10,262 | | — | ||||
| Residential government-sponsored collateralized mortgage obligations | | 64,017 | | — | | 64,017 | | — | ||||
| Government-sponsored agency securities | | 14,333 | | — | | 14,333 | | — | ||||
| Agency commercial mortgage-backed securities | | 22,239 | | — | | 22,239 | | — | ||||
| SBA pool securities | | 6,914 | | — | | 6,914 | | — | ||||
| | | 242,073 | | — | | 242,073 | | — | ||||
| Loans held for investment | | | 149,946 | | | — | | | 149,946 | | | — |
| Loans held for sale, at fair value | | | 126,869 | | — | | 126,869 | | — | |||
| Consumer Program derivative | | | 1,177 | | | — | | | — | | | 1,177 |
| Mortgage banking financial assets | | | 166 | | — | | — | | 166 | |||
| Mortgage banking derivative assets | | | 1,151 | | — | | — | | | 1,151 | ||
| Investment in Panacea Financial Holdings, Inc. common stock (1) | | | 6,586 | | | — | | | — | | | 6,586 |
| Total assets | | $527,968 | | $— | | $518,888 | | $9,080 | ||||
| | | | | | | | | | | | | |
| (1) | Inputs and assumptions utilized in determining the fair value are discussed in “PFH Deconsolidation and Sale of Shares” in footnote 1, Accounting Policies. |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · Fair Value Measurements Using | ||||||||||||
| · · · · · · · · Significant · · | ||||||||||||
| · · · · · Quoted Prices in · · Other · · Significant | ||||||||||||
| · · · · · Active Markets for · · Observable · · Unobservable | ||||||||||||
| · · Total at · · Identical Assets · · Inputs · · Inputs | ||||||||||||
| (dollars in thousands) | December 31, 2024 | (Level 1) | (Level 2) | (Level 3) | ||||||||
| Assets: | | | | | | | | | | | | |
| Available-for-sale securities | | | | | | | | | | | | |
| Residential government-sponsored mortgage-backed securities | | $91,407 | | $— | | $91,407 | | $— | ||||
| Obligations of states and political subdivisions | | 29,705 | | — | | 29,705 | | — | ||||
| Corporate securities | | 15,080 | | — | | 15,080 | | — | ||||
| Residential government-sponsored collateralized mortgage obligations | | 56,390 | | — | | 56,390 | | — | ||||
| Government-sponsored agency securities | | 13,836 | | — | | 13,836 | | — | ||||
| Agency commercial mortgage-backed securities | | 22,178 | | — | | 22,178 | | — | ||||
| SBA pool securities | | 7,307 | | — | | 7,307 | | — | ||||
| | | 235,903 | | — | | 235,903 | | — | ||||
| Loans held for investment | | | 249,190 | | | — | | | 249,190 | | | — |
| Loans held for sale, at fair value | | | 83,276 | | — | | 83,276 | | — | |||
| Consumer Program derivative | | | 4,511 | | | — | | | — | | | 4,511 |
| Mortgage banking financial assets | | | 82 | | — | | — | | 82 | |||
| Mortgage banking derivative assets | | | 1,000 | | — | | — | | | 1,000 | ||
| Total assets | | $573,962 | | $— | | $568,369 | | $5,593 | ||||
| | | | | | | | | | | | | |
Assets measured at fair value on a non-recurring basis are summarized below:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · Fair Value Measurements Using | ||||||||||||
| · · · · · · · · Significant · · | ||||||||||||
| · · · · · Quoted Prices in · · Other · · Significant | ||||||||||||
| · · · · · Active Markets for · · Observable · · Unobservable | ||||||||||||
| · · Total at · · Identical Assets · · Inputs · · Inputs | ||||||||||||
| (dollars in thousands) · June 30, 2025 · (Level 1) · (Level 2) · (Level 3) | ||||||||||||
| Collateral dependent loans | | $98,127 | | $— | | $— | $98,127 | |||||
| Assets held for sale | | | 2,181 | | | — | | | — | | | 2,181 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · Fair Value Measurements Using | ||||||||||||
| · · · · · · · · Significant · · · | ||||||||||||
| · · · · · Quoted Prices in · · Other · · Significant | ||||||||||||
| · · · · · Active Markets for · · Observable · · Unobservable | ||||||||||||
| · · Total at · · Identical Assets · · Inputs · · Inputs | ||||||||||||
| (dollars in thousands) · December 31, 2024 · (Level 1) · (Level 2) · (Level 3) | ||||||||||||
| Collateral dependent loans | | $66,590 | | $— | | $— | $66,590 | |||||
| Loans held for sale, at lower of cost or market | | 163,832 | | 50,662 | | 113,170 | | — | ||||
| Assets held for sale | | | 5,497 | | | — | | | — | | | 5,497 |
Fair Value of Financial Instruments
The carrying amount, estimated fair values and fair value hierarchy levels of financial instruments were as follows ($ in thousands) for the periods indicated:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · June 30, 2025 · · December 31, 2024 | ||||||||||||||
| · Fair Value · Carrying · Fair · Carrying · Fair | ||||||||||||||
| · · Hierarchy Level · · Amount · · Value · · Amount · · Value | ||||||||||||||
| Financial assets: · · · · | ||||||||||||||
| Cash and cash equivalents | Level 1 | | $94,074 | | $94,074 | | $64,505 | | $64,505 | |||||
| Securities available-for-sale | Level 2 | | 242,073 | | 242,073 | | 235,903 | | 235,903 | |||||
| Securities held-to-maturity | Level 2 | | 8,850 | | 8,270 | | 9,448 | | 8,602 | |||||
| Stock in Federal Reserve Bank and Federal Home Loan Bank | Level 2 | | 12,998 | | 12,998 | | 13,037 | | 13,037 | |||||
| Preferred investment in mortgage company | Level 2 | | 3,005 | | | 3,005 | | 3,005 | | | 3,005 | |||
| Net loans | Level 2 and 3 | | 3,084,536 | | 2,888,458 | | 2,833,723 | | 2,564,623 | |||||
| Loans held for sale | Level 2 | | 126,869 | | | 126,869 | | 83,276 | | | 83,276 | |||
| Loans held for sale, at lower of cost or market | | Level 3 | | | — | | | — | | | 163,832 | | | 163,832 |
| Consumer Program derivative | | Level 3 | | | 1,177 | | | 1,177 | | | 4,511 | | | 4,511 |
| Mortgage banking financial assets | | Level 3 | | | 166 | | | 166 | | | 82 | | | 82 |
| Mortgage banking derivative assets | Level 3 | | 1,151 | | 1,151 | | 1,000 | | 1,000 | |||||
| Interest rate swaps, net | | Level 2 | | | — | | | — | | | 752 | | | 752 |
| Investment in Panacea Financial Holdings, Inc. common stock | | Level 3 | | | 6,586 | | | 6,586 | | | — | | | — |
| Financial liabilities: | | | | | | | | | ||||||
| Demand deposits and NOW accounts | Level 2 | | $1,336,329 | | $1,336,329 | | $1,256,632 | | $1,256,632 | |||||
| Money market and savings accounts | Level 2 | | 1,679,848 | | 1,679,848 | | 1,574,225 | | 1,574,225 | |||||
| Time deposits | Level 3 | | 326,496 | | 325,625 | | 340,178 | | 339,767 | |||||
| Securities sold under agreements to repurchase | Level 1 | | 4,370 | | 4,370 | | 3,918 | | 3,918 | |||||
| Junior subordinated debt | Level 2 | | 9,904 | | 8,997 | | 9,880 | | 9,016 | |||||
| Senior subordinated notes | Level 2 | | 86,116 | | 86,728 | | 85,998 | | 85,987 | |||||
| Secured borrowings | | Level 3 | | | 16,449 | | | 16,449 | | | 17,195 | | | 17,195 |
| | | | | | | | | | | | | | | |
The carrying amount is the estimated fair value for cash and cash equivalents, loans held for sale, mortgage banking financial assets and liabilities, mortgage banking derivative assets and liabilities, Consumer Program derivative, interest rate swaps, demand deposits and NOW accounts, savings accounts, money market accounts, FHLB advances, secured borrowings and securities sold under agreements to repurchase.
The fair value of junior subordinated debt and senior subordinated notes are based on current rates for similar financing. The carrying amount of Federal Reserve Bank and FHLB stock is a reasonable estimate of fair value as these securities are not readily marketable and are based on the ultimate recoverability of the par value. The fair value of off-balance-sheet items is not considered material. The fair value of net loans, time deposits, junior subordinated debt, and senior subordinated notes are measured using the exit-price notion. The net loans that use level 2 inputs are related to the portfolio of loans underlying our interest rate swaps as previously discussed in “Note 1 –Accounting Policies”.
6. LEASES
The Company leases certain premises under operating leases. In recognizing lease right-of-use assets and related liabilities, we account for lease and non-lease components (such as taxes, insurance, and common area maintenance costs) separately as such amounts are generally readily determinable under our lease contracts. As of June 30, 2025 and December 31, 2024, the Company had operating lease liabilities totaling $11.2 million and $11.6 million, respectively, and right-of-use assets totaling $9.9 million and $10.3 million, respectively, reflected in our condensed consolidated balance sheets related to these leases. We do not currently have any financing leases. For the three months ended June 30, 2025 and 2024, our net operating lease costs were $0.6 million and $0.5 million, respectively, and for the six months ended June 30, 2025 and 2024, our net operating lease costs were $1.2 million and $1.1 million, respectively. These net operating lease costs are reflected in occupancy expenses on our condensed consolidated statements of income.
The following table presents other information related to our operating leases:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · · For the Six Months Ended · | ||||||||
| · · June 30, 2025 · · · June 30, 2024 · | ||||||||
| Other information: | | | | | | | | |
| Weighted-average remaining lease term - operating leases, in years | | | 5.8 | | | | 6.8 | |
| Weighted-average discount rate - operating leases | | 4.0% | | 4.0% | ||||
The following table summarizes the maturity of remaining lease liabilities:
| | | | |
|---|---|---|---|
| | | | |
| · · As of | |||
| (dollars in thousands) · · June 30, 2025 | |||
| Lease payments due: | | | |
| 2025 | | $1,246 | |
| 2026 | | | 2,471 |
| 2027 | | | 2,414 |
| 2028 | | | 2,164 |
| 2029 | | | 1,617 |
| Thereafter | | 2,714 | |
| Total lease payments | | | 12,626 |
| Less: imputed interest | | | (1,431) |
| Lease liabilities | | $11,195 | |
As of June 30, 2025, the Company didnot have any operating lease that has not yet commenced that will create additional lease liabilities and right-of-use assets for the Company.
7.DEBT AND OTHER BORROWINGS
Other borrowings can consist of FHLB convertible advances, FHLB overnight advances, FHLB advances maturing within one year, federal funds purchased, Federal Reserve Board Discount Window, secured borrowings and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions with customers. The balance in repo accounts as of June 30, 2025 and December 31, 2024 was $4.4 million and $3.9 million, respectively.
As of June 30, 2025 and December 31, 2024, we had pledged callable agency securities, residential government-sponsored mortgage-backed securities and collateralized mortgage obligations with a carrying value of $7.0 million and $6.8 million, respectively, to customers who require collateral for overnight repurchase agreements and deposits.
As of June 30, 2025, Primis Bank had lendable collateral value in the form of residential 1-4 family mortgages, HELOCs, commercial mortgage loans, and investment securities supporting borrowing capacity of approximately $544.7 million from the FHLB.
In June 2023, the Bank took the necessary steps to participate in the Federal Reserve discount window borrowing program. As of June 30, 2025, the Bank had borrowing capacity of $583.6 million within the program and has not borrowed under the program.
In 2017, the Company assumed $10.3 million of trust preferred securities that were issued on September 17, 2003 and placed through a trust in a pooled underwriting totaling approximately $650 million. As of June 30, 2025 and December 31, 2024, there was $10.3 million outstanding, net of approximately $0.4 million of debt issuance costs as of June 30, 2025 and December 31, 2024. As of June 30, 2025 and December 31, 2024, the interest rate payable on the trust preferred securities was 7.52% and 7.56%, respectively. As of June 30, 2025, all of the trust preferred securities qualified as Tier 1 capital.
On January 20, 2017, Primis completed the sale of $27.0 million of its fixed-to-floating rate senior Subordinated Notes due 2027. Interest is currently payable at an annual floating rate equal tothree-month CME Term SOFR plus a tenor spread adjustment of 0.26% until maturity or early redemption. As of June 30, 2025,20% of these Subordinated Notes qualified as Tier 2 capital.
On August 25, 2020, Primis completed the sale of$60.0 million of its fixed-to-floating rate Subordinated Notes due 2030. Interest is payable at an initial annual fixed rate of 5.40% and after September 1, 2025, at a floating rate equal to a benchmark rate, which is expected to be Three-Month Term SOFR, plus a spread of 531 basis points. As of June 30, 2025, all of these notes qualified as Tier 2 capital.
As of June 30, 2025 and December 31, 2024, the remaining unamortized debt issuance costs related to the senior Subordinated Notes totaled $0.9 million and $1.0 million, respectively.
Secured Borrowings
The Company transferred $1.1 million and $23.4 million in principal balance of loans to another financial institution in 2024 and 2023, respectively, that were accounted for as secured borrowings. The balance of secured borrowings was $16.4 million and $17.2 million as of June 30, 2025 and December 31, 2024, respectively, and the remaining amortized cost balance of the underlying loans was $16.5 million and $17.3 million, respectively. None of the loans underlying the secured borrowings were past due 30 days or greater or on nonaccrual as of June 30, 2025 and December 31, 2024 and were all internally rated as “pass” loans as presented in our “credit quality indicators” section of “Note 3 –Loans and Allowance for Credit Losses”. The loans were included in our allowance for credit losses process and an allowance was calculated on the loans as part of their inclusion in a pool with other loans with similar credit risk characteristics. There wereno charge-offs of the loans underlying the secured borrowings during the three and six months ended June 30, 2025. The underlying loans collateralize the borrowings and cannot be sold or pledged by the Company.
8.STOCK-BASED COMPENSATION
The 2017 Equity Compensation Plan (the “2017 Plan”) has a maximum number of 750,000 shares reserved for issuance. The purpose of the 2017 Plan is to promote the success of the Company by providing greater incentives to employees, non-employee directors, consultants and advisors to associate their personal financial interests with the long-term financial success of the Company, including its subsidiaries, and with growth in stockholder value, consistent with the Company’s risk management practices.
A summary of stock option activity for the six months ended June 30, 2025 follows:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · · · Weighted · | ||||||||||
| · · · · Weighted · · Average · · Aggregate | ||||||||||
| · · · · Average · · Remaining · · Intrinsic | ||||||||||
| · · · · Exercise · · Contractual · · Value | ||||||||||
| · · Shares · · Price · · Term · · (in thousands) | ||||||||||
| Options outstanding, beginning of period | 35,800 | | $11.73 | 1.0 | | $4 | ||||
| Expired | | (16,800) | | | 11.43 | | | | | |
| Options outstanding, end of period | 19,000 | | $11.99 | | 1.0 | | | — | ||
| | | | | | | | | | | |
| Exercisable at end of period | 19,000 | | $11.99 | | 1.0 | | | — | ||
There wasno stock-based compensation expense associated with stock options for the three and six months ended June 30, 2025 and 2024. As of June 30, 2025, we donot have any unrecognized compensation expense associated with the stock options.
A summary of time vested restricted stock awards for the six months ended June 30, 2025 follows:
| · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · Weighted · Weighted | ||||||
| · · · · Average · · Average · | ||||||
| · · · · Grant-Date · · Remaining · | ||||||
| · · · · Fair Value · · Contractual · | ||||||
| · · Shares · · Per Share · · Term · | ||||||
| Unvested restricted stock outstanding, beginning of period | 20,900 | | $13.18 | | 1.8 | |
| Vested | (9,050) | | | 15.15 | ||
| Unvested restricted stock outstanding, end of period | 11,850 | | $11.67 | 2.2 | | |
Stock-based compensation expense for time vested restricted stock awards totaled $18 thousand and $0.1 million for the three months ended June 30, 2025 and 2024, respectively, and $49 thousand and $0.3 million for the six months ended June 30, 2025 and 2024, respectively. Unrecognized compensation expense associated with restricted stock awards was $0.1 million, which is expected to be recognized over a weighted average period of 2.2 years.
A summary of performance-based restricted stock units (the “Units”) for the six months ended June 30, 2025 follows:
| · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · Weighted · Weighted | ||||||
| · · · · · Average · · Average | ||||||
| · · · · · Grant-Date · · Remaining | ||||||
| · · · · · Fair Value · · Contractual | ||||||
| · · Shares · · · Per Share · · Term | ||||||
| Unvested Units outstanding, beginning of period | 223,460 | | $11.79 | 2.1 | ||
| Forfeited | — | | | — | | |
| Unvested Units outstanding, end of period | 223,460 | | | 11.79 | | 1.6 |
These Units are subject to service and performance conditions and vest based on the achievement of both conditions. Achievement of the performance condition will be determined at the end of the five-year performance period (the “Performance Period”) by evaluating the: (1) Company’s adjusted earnings per share compound annual growth measured
for the Performance Period and (2) performance factor achieved. Payouts between performance levels will be determined based on straight line interpolation.
The Company recognizedno stock-based compensation expense during the three and six months ended June 30, 2025 and 2024 as a result of the probability of a portion of the Units vesting because it is not probable that these Units will vest. The potential unrecognized compensation expense associated with these Units was $4.2 million as of both June 30, 2025 and December 31, 2024.
9.COMMITMENTS AND CONTINGENCIES
Financial Instruments with Off-Balance Sheet Risk
Primis is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and guarantees of credit card accounts. These instruments involve elements of credit and funding risk in excess of the amounts recognized in the consolidated balance sheets. Letters of credit are written conditional commitments issued by Primis to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had letters of credit outstanding totaling $18.2 million and $9.9 million as of June 30, 2025 and December 31, 2024, respectively.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit is based on the contractual amount of these instruments. Primis uses the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Unless noted otherwise, we do not require collateral or other security to support financial instruments with credit risk.
Allowance For Credit Losses - Off-Balance-Sheet Credit Exposures
The allowance for credit losses on off-balance sheet credit exposures is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which Primis is exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recorded if the Company has the unconditional right to cancel the obligation. Off-balance sheet credit exposures primarily consist of amounts available under outstanding lines of credit and letters of credit detailed above. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur, and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance sheet exposure. The likelihood and expected amount of funding are based on historical utilization rates. The amount of the allowance represents management's best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment. Estimating credit losses on amounts expected to be funded uses the same methodology as described for loans in Note 3 -Loans and Allowance for Credit Losses, as if such commitments were funded. The allowance for credit losses on off-balance sheet credit exposures is reflected in other liabilities in the consolidated balance sheets.
The following table details activity in the allowance for credit losses on off-balance-sheet credit exposures ($ in thousands):
| · · · · · · | ||||
|---|---|---|---|---|
| · 2025 · 2024 | ||||
| · · · · · | ||||
| Balance as of January 1 | | $1,121 | | $1,579 |
| Credit loss expense (benefit) | | 31 | | (548) |
| Balance as of June 30 | | $1,152 | | $1,031 |
Commitments
Commitments to extend credit are agreements to lend to a customer if there is no violation of any condition established in the contract. Commitments are made predominately for adjustable-rate loans, and generally have fixed expiration dates of up to three months or other termination clauses and usually require payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis.
The Company had $145.9 million of mortgage loan commitments outstanding as of June 30, 2025. These commitments have a contractual expiry from 15 to 30 years.
As of June 30, 2025 and December 31, 2024, we had unfunded lines of credit and undisbursed construction loan funds totaling $441.4 million and $459.2 million, respectively, not all of which are expected to be drawn. Virtually all of our
unfunded lines of credit and undisbursed construction loan funds are variable rate instruments. The amount of certificate of deposit accounts maturing in less than one year was $280.8 million as of June 30, 2025. Management anticipates that funding requirements for these commitments will be met in the normal course of business.
Primis also had outstanding commitments under subscription agreements entered into for investments in non-marketable equity securities of$1.6 million and$0.9 million as of June 30, 2025 and December 31, 2024, respectively.
10.EARNINGS PER SHARE
The following is a reconciliation of the denominators of the basic and diluted EPS computations ($ in thousands, except per share data):
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · · · Weighted · | ||||||||
| · · · · · Average · · | ||||||||
| · · Income · · Shares · · Per Share | ||||||||
| · · (Numerator) · · (Denominator) · · Amount | ||||||||
| For the three months ended June 30, 2025 | | | | | | | | |
| Basic EPS | | $2,437 | 24,701 | | $0.10 | |||
| Effect of dilutive stock options and unvested restricted stock | | — | 13 | | — | |||
| Diluted EPS | | $2,437 | 24,714 | | $0.10 | |||
| | | | | | | | | |
| For the three months ended June 30, 2024 | | | | | | | | |
| Basic EPS | | $3,436 | 24,683 | | $0.14 | |||
| Effect of dilutive stock options and unvested restricted stock | | — | 25 | | — | |||
| Diluted EPS | | $3,436 | 24,708 | | $0.14 | |||
| | | | | | | | | |
| For the six months ended June 30, 2025 | | | ||||||
| Basic EPS | | $25,073 | 24,704 | | $1.01 | |||
| Effect of dilutive stock options and unvested restricted stock | | — | 14 | | — | |||
| Diluted EPS | | $25,073 | 24,718 | | $1.01 | |||
| | | | | | | | | |
| For the six months ended June 30, 2024 | | | ||||||
| Basic EPS | | $5,902 | | 24,677 | | $0.24 | ||
| Effect of dilutive stock options and unvested restricted stock | | | — | | 29 | | — | |
| Diluted EPS | | $5,902 | | 24,706 | | $0.24 | ||
| | | | | | | | | |
The Company had 19,000 anti-dilutive options as of June 30, 2025. The Company didnot have any anti-dilutive options as of June 30, 2024.
**11.**SEGMENT INFORMATION
The Company’s reportable operating segments are determined based on its internal organizational structure, which is overseen by the CEO, the Company’s designated Chief Operating Decision Maker (“CODM”). While the CEO consults with key members of his leadership team, the ultimate responsibility for making operational decisions and resource allocations resides with the CEO. For the six months ended June 30, 2025 and 2024, the Company’s internal organizational structure and resulting management reporting was concentrated around the Bank and Primis Mortgage, which resulted in the Company determining these to be itstwo reportable segments.
Primis’ organizational structure and its operational segments are determined by attributes such as products, services, and customer base, which are then aggregated based on similarities around these attributes. The operating results for each segment are regularly reviewed by the CEO using a broad set of financial and operational data. Key financial data utilized by the CEO to assess financial performance and allocate resources includes loan and deposit growth, certain direct expenses, net interest income and mortgage banking income, along with overall net income attributable to Primis’ common shareholders. The CEO also considers actual results compared to budgeted results in these metrics when assessing performance and making determinations related to resource allocations. The following is a description of our reportable segments.
Primis Bank. This segment specializes in providing financing services to businesses in various industries along with consumer and residential loans to individuals. The segment also provides deposit-related services to businesses, non-profits, municipalities, and individual consumers. The primary source of revenue for this segment is interest income from the origination of loans, while the primary expenses are interest expenses on deposits, provisions for loan losses, personnel costs, and data processing expenses.
Primis Mortgage. This segment specializes in originating mortgages in a majority of the U.S. The primary source of revenue for this segment is noninterest income generated from the origination and sale of mortgage loans, while the primary expense of the segment is personnel costs.
The following table provides financial information for the Company's reportable segments. In addition to the Company’stwo reportable segments as described above, the caption “Other” has been included to provide reconciliation of the Company’s consolidated results and includes operational costs that are not a part of thetwo reportable segments but don’t qualify to be considered a separate reportable segment. “Other” primarily includes the Primis Bank Holding Company and PFH, which are generally cost centers to the consolidated entity, along with elimination adjustments to reconcile the results of the reportable segments to the consolidated financial statements prepared in conformity with GAAP.
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| · · As of and for the three months ended June 30, 2025 · · As of and for the six months ended June 30, 2025 | ||||||||||||||||||||||||
| ($ in thousands) | Primis Mortgage | Primis Bank | Other (1) | Consolidated | Primis Mortgage | Primis Bank | Other (1) | Consolidated Company | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest income | | $1,754 | | $45,822 | | $51 | | $47,627 | | $2,810 | | $92,439 | | $101 | | $95,350 | ||||||||
| Interest expense | | | — | | | 20,814 | | | 1,633 | | | 22,447 | | | — | | | 40,505 | | | 3,301 | | | 43,806 |
| Net interest income | | | 1,754 | | | 25,008 | | | (1,582) | | | 25,180 | | | 2,810 | | | 51,934 | | | (3,200) | | | 51,544 |
| Provision for loan losses | | | — | | | 8,303 | | | — | | | 8,303 | | | — | | | 9,899 | | | — | | | 9,899 |
| Net interest income after provision for loan losses | | | 1,754 | | | 16,705 | | | (1,582) | | | 16,877 | | | 2,810 | | | 42,035 | | | (3,200) | | | 41,645 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Noninterest income: | | | | | | | | | | | | | | | | | | | | | | | | |
| Mortgage banking income | | | 8,391 | | | (498) | | | — | | | 7,893 | | | 14,113 | | | (605) | | | — | | | 13,508 |
| Other noninterest income | | | — | | | 2,686 | | | 7,451 | | | 10,137 | | | — | | | 4,517 | | | 32,340 | | | 36,857 |
| Total noninterest income | | | 8,391 | | | 2,188 | | | 7,451 | | | 18,030 | | | 14,113 | | | 3,912 | | | 32,340 | | | 50,365 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Noninterest expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
| Salaries and benefits | | | 7,728 | | | 9,131 | | | 201 | | | 17,060 | | | 12,408 | | | 18,817 | | | 3,776 | | | 35,001 |
| Data processing expense | | | 192 | | | 2,845 | | | — | | | 3,037 | | | 323 | | | 5,563 | | | — | | | 5,886 |
| Other operating expenses | | | 1,259 | | | 10,423 | | | 163 | | | 11,845 | | | 2,229 | | | 19,690 | | | 1,652 | | | 23,571 |
| Total noninterest expenses | | | 9,179 | | | 22,399 | | | 364 | | | 31,942 | | | 14,960 | | | 44,070 | | | 5,428 | | | 64,458 |
| Income before income taxes | | 966 | | | (3,506) | | | 5,505 | | | 2,965 | | 1,963 | | 1,877 | | 23,712 | | 27,552 | |||||
| Income tax expense | | 221 | | | (577) | | | 884 | | | 528 | | 446 | | | 539 | | | 5,096 | | | 6,081 | ||
| Net income | | | 745 | | | (2,929) | | | 4,621 | | | 2,437 | | | 1,517 | | | 1,338 | | | 18,616 | | | 21,471 |
| Net loss attributable to noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,602 | | | 3,602 |
| Net income attributable to Primis' common stockholders | | $745 | | $(2,929) | | $4,621 | | $2,437 | | $1,517 | | $1,338 | | $22,218 | | $25,073 | ||||||||
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| Total assets | | $143,940 | | $3,830,202 | | $(102,416) | | $3,871,726 | | $143,940 | | $3,830,202 | | $(102,416) | | $3,871,726 | ||||||||
| (1) | Other includes Primis Bank Holding Company, PFH and intercompany eliminations. |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · As of and for the three months ended June 30, 2024 · · As of and for the six months ended June 30, 2024 | ||||||||||||||||||||||||
| ($ in thousands) | Primis Mortgage | Primis Bank | Other (1) | Consolidated | Primis Mortgage | Primis Bank | Other (1) | Consolidated Company | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest income | | $1,522 | | $50,630 | | $47 | | $52,199 | | $2,429 | | $100,002 | | $113 | | $102,544 | ||||||||
| Interest expense | | | — | | | 25,551 | | | 1,795 | | | 27,346 | | | — | | | 48,941 | | | 3,481 | | | 52,422 |
| Net interest income | | | 1,522 | | | 25,079 | | | (1,748) | | | 24,853 | | | 2,429 | | | 51,061 | | | (3,368) | | | 50,122 |
| Provision for loan losses | | | — | | | 3,119 | | | — | | | 3,119 | | | — | | | 9,627 | | | — | | | 9,627 |
| Net interest income after provision for loan losses | | | 1,522 | | | 21,960 | | | (1,748) | | | 21,734 | | | 2,429 | | | 41,434 | | | (3,368) | | | 40,495 |
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| Noninterest income: | | | | | | | | | | | | | | | | | | | | | | | | |
| Mortgage banking income | | | 6,584 | | | (182) | | | — | | | 6,402 | | | 12,158 | | | (182) | | | — | | | 11,976 |
| Other noninterest income | | | — | | | 4,323 | | | 126 | | | 4,450 | | | — | | | 8,978 | | | 204 | | | 9,182 |
| Total noninterest income | | | 6,584 | | | 4,141 | | | 126 | | | 10,852 | | | 12,158 | | | 8,796 | | | 204 | | | 21,158 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Noninterest expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
| Salaries and benefits | | | 5,041 | | | 8,951 | | | 2,096 | | | 16,088 | | | 9,272 | | | 18,723 | | | 3,827 | | | 31,822 |
| Data processing expense | | | 110 | | | 2,237 | | | — | | | 2,347 | | | 197 | | | 4,381 | | | — | | | 4,578 |
| Other operating expenses | | | 933 | | | 9,742 | | | 675 | | | 11,351 | | | 1,737 | | | 17,685 | | | 1,501 | | | 20,923 |
| Total noninterest expenses | | | 6,084 | | | 20,930 | | | 2,771 | | | 29,786 | | | 11,206 | | | 40,789 | | | 5,328 | | | 57,323 |
| Income before income taxes | | 2,022 | | 5,171 | | (4,393) | | 2,800 | | 3,381 | | 9,441 | | (8,492) | | 4,330 | ||||||||
| Income tax expense | | 487 | | | 1,211 | | | (433) | | | 1,265 | | 811 | | | 2,070 | | | (898) | | | 1,983 | ||
| Net income (loss) | | | 1,535 | | | 3,960 | | | (3,960) | | | 1,535 | | | 2,570 | | | 7,371 | | | (7,594) | | | 2,347 |
| Net loss attributable to noncontrolling interests | | | — | | | — | | | 1,901 | | | 1,901 | | | — | | | — | | | 3,555 | | | 3,555 |
| Net income (loss) attributable to Primis' common stockholders | | $1,535 | | $3,960 | | $(2,059) | | $3,436 | | $2,570 | | $7,371 | | $(4,039) | | $5,902 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total assets | | $107,623 | | $3,881,301 | | $(22,906) | | $3,966,018 | | $107,623 | | $3,881,301 | | $(22,906) | | $3,966,018 | ||||||||
| (1) | Other includes Primis Bank Holding Company, PFH and intercompany eliminations. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.