MCLEAN,
Va., Aug. 12, 2024 /PRNewswire/ -- Primis
Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its
wholly-owned subsidiary, Primis Bank (the "Bank"), today provided
an update on its consultation process with the Office of the Chief
Accountant of the Securities and Exchange Commission ("SEC")
regarding the accounting for a consumer loan portfolio originated
and serviced through a third-party (the "Program"). On
August 9th, the SEC
provided its non-objection to the Company's accounting conclusions
required to correct the prior accounting for this Program which
will allow for the completion of the Company's previously delayed
Annual Report on Form 10-K for the year ended December 31, 2023, its Quarterly Reports on Form
10-Q for the three months ended March 31,
2024 and three and six months ended June 30, 2024, and to restate its financial
statements for each of the first three quarters of 2023. The
non-objection specifically addresses accounting for the Program
loans and third-party agreements as separate units of account, or a
"multi-unit" approach, under U.S. GAAP. As detailed further
below, the Company continues to pursue a consultation with the SEC
to allow for the various pieces of the Program to be treated under
a single-unit approach. There can be no guarantee that
the Company will be successful pursuing this "single-unit" approach
and the timing of that process is uncertain.
Background
In 2021, the Company entered into agreements with a third-party
to originate loans on the Company's behalf. The third-party
would provide credit support through contributions to a reserve
account, surrender of excess yield the third-party would otherwise
receive from the portfolio and certain other payments as spelled
out in the agreements. It would also reimburse the Company
for lost interest during periods where the borrower's note might
have a promotional feature such as an "interest free" option if the
loan is paid in full before the period ends. In return for
the credit support and the reimbursement of interest, as well as
origination and servicing activities by the third-party, the
Company would accept a lower yield than traditionally might be
expected on similar credit.
Because of the interrelated agreements and limit on the
Company's return as described above, the Company initially chose to
account for the Program as a single-unit where the borrower's loan
and all of the supporting agreements (credit support, servicing,
interest reimbursement, etc.) were accounted for collectively and
presented in the financial statements as such, aligning with the
intended economics of the Program to the Company. In late
2022, the Company began grossing up various income statement line
items in an effort to align with the presentation under U.S. GAAP
for agreements with multiple counterparties. Yields were
reported at the gross borrower note rates and costs were booked
that brought the yields down to the contractual limit to the
Company. Credit losses and associated provisions were booked
as well as an offset through an "indemnification" asset that
represented the credit support expected from the third-party.
While this gross method did not affect the Company's net income, it
did introduce significant noise and a level of confusion about the
Company's performance, particularly regarding a portfolio that is
less than seven percent of the Bank's total loans.
In April 2024, Primis elected to
pursue a consultation with the SEC about changing back to a
single-unit style of accounting and presentation in its financial
statements. During that process, the Company discovered that
it had applied the multi-unit accounting incorrectly and it needed
to be corrected before a change in methodology would be
possible. The corrected methodology for multi-unit results in
more volatility in the income statement versus the single-unit
approach. The cumulative cash flows on the program are
unaffected, but instead are recognized in different periods , and
on different line items, that will materially alter performance
ratios such as yields on loans, net interest margins, loan loss
provisions and recognition of net charge-offs.
A more fulsome description of the changes necessary to correct
the Company's accounting is below.
Application of Corrected Accounting
Changes to the accounting for the Program will affect a number
of items on the Company's income statement and balance sheet.
A detailed discussion of these changes will be included in the
Company's forthcoming 2023 Form 10-K, but a summary of the expected
changes are as follows:
- Interest income earned on the consumer loans originated by the
third-party and funded and held by the Company that are originated
with promotional features (e.g. no interest due if paid off within
a certain timeframe) will be deferred until the end of that
promotional period. If the borrower pre-pays the loan principal
before the end of the promotional period the Company has an
agreement with the third-party whereby the third-party will pay the
Company all of the interest that had been accruing and is forgiven
to the borrower. Otherwise the deferred interest becomes the
obligation of the customer at the end of the promotional period. As
such, the interest on these loans is not lost, or impaired, but
instead deferred until a time in the future which generally ranges
from 6 months to 24 months.
- The credit enhancement income currently recorded in noninterest
income as a gain or loss on indemnification asset will be reversed.
This credit enhancement income represented the credit enhancement
provided to the Company from the third-party to offset credit
losses primarily in the form of excess cash flows from the
portfolio that otherwise would have been due to the third-party as
performance fees absent credit losses, but also included the
benefit of a reserve account funded by the third-party to absorb
potential credit losses.
- The Company will discontinue recording certain items within
interest income and noninterest expense that were recorded
originally to reflect the excess spread on the portfolio otherwise
due to the third-party and largely attributed to costs related to
the credit enhancement provided by the third-party.
- The Company will account for the agreement between the Company
and the third-party that governs the interest reimbursement feature
provided to the Company by the third-party and potential
performance fees otherwise due from the Company to the third-party
as a derivative under the relevant derivative accounting guidance
in U.S. GAAP. A derivative asset or liability will be recorded in
the Company's balance sheet each reporting period representing the
fair value of the expected cash flows between the Company and the
third-party under the aforementioned agreement with changes in the
value of the derivative between each reporting period recorded in
noninterest income (or noninterest expense) in the Company's income
statement.
The Company's preliminary assessment indicated the changes would
not be material to the financial results in the years ended
December 31, 2022 and 2021, or any of
the quarters ended during those years; however, this assessment is
ongoing and still subject to change. The Company's preliminary
assessment of the impact of the changes to the year ended
December 31, 2023, and the quarters
ended during that year and during the first two quarters of 2024,
indicated a material difference compared to previously reported
preliminary results. While the Company continues to refine
valuations for prior periods, particularly related to the
derivative described above, the preliminary assessment of the
cumulative impact is an approximately $30
million reduction to net income over prior periods and
through the second quarter of 2024. The impact of the accounting
changes continues to be assessed by the Company and has not been
reviewed or audited by our independent auditor and therefore could
change and be more or less than the preliminary impacts
indicated.
The primary causes of the reductions in net income are the
removal of the credit enhancement asset and related gains and
deferral of the interest recognition on the loans in promotional
periods, both of which are generally timing differences. At
June 30, 2024, approximately 42% of
the portfolio was in a promotional period with approximately
$15 million of customer interest
deferred at that time. Because of the length of time that has
already passed since these loans were originated, 72% of the
promotional periods will expire over the next three quarters.
As these loans approach the end of the promotional periods, the
Company expects that it will be able to begin recognizing this
deferred income as the borrowers either prepay in their promotional
period, triggering third-party reimbursement, or transition from
their promotional periods to fully amortizing loans.
Next Steps
The initial phase of the consultation process that ended on
August 9, 2024 focused on confirming
the appropriate accounting for the third-party serviced consumer
loan portfolio with the loans and agreements with the third-party
treated as separate units of account. The Company is working
diligently with its independent auditor and external accounting
advisors to quickly implement the accounting changes and complete
its previously delayed filings and anticipates making its first
filings around the end of August.
The Company, independently and through investor conversations,
does not believe that the accounting methodology outlined above
provides readers with the most useful picture of the Program and
therefore believes the request to utilize a single-unit style of
accounting with substantial disclosure is necessary. The
Company is engaged with the SEC, its auditor and certain external
accounting experts to determine if the single unit style of
accounting can be supported. There can be no assurance that the
Company will be successful in this consultation process and the
timing of that process remains uncertain.
About Primis Financial Corp.
As of June 30, 2024, Primis had
$4.0 billion in total assets,
$3.3 billion in total loans and
$3.3 billion in total deposits.
Primis Bank provides a range of financial services to individuals
and small- and medium-sized businesses through twenty-four
full-service branches in Virginia
and Maryland and provides services
to customers through certain online and mobile applications.
Contacts:
|
Address:
|
Dennis J. Zember, Jr.,
President and CEO
|
Primis Financial
Corp.
|
Matthew A. Switzer, EVP
and CFO
|
1676 International
Drive, Suite 900
|
Phone: (703)
893-7400
|
McLean, VA
22102
|
Primis Financial Corp., NASDAQ Symbol FRST
Website: www.primisbank.com
Forward-Looking Statements
This press release and certain of our other filings with the
Securities and Exchange Commission contain statements that
constitute "forward-looking statements" within the meaning of, and
subject to the protections of, Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. All statements other than statements of
historical fact are forward-looking statements. Such statements can
generally be identified by such words as "may," "plan,"
"contemplate," "anticipate," "believe," "intend," "continue,"
"expect," "project," "predict," "estimate," "could," "should,"
"would," "will," and other similar words or expressions of the
future or otherwise regarding the outlook for the Company's future
business and financial performance and/or the performance of the
banking industry and economy in general. These forward-looking
statements include, but are not limited to, our expectations
regarding our future operating and financial performance, including
statements regarding our expectations regarding the impact on, and
the timing of the completion and audit of, the Company's financial
statements and the filing of the period reports discussed herein
(including the timing of the completion and results of the SEC
consultation process regarding the accounting for the loans and
third-party servicer agreements); the effects of the results of the
consultation and audit process described above on prior-period
financial statements or financial results; the preliminary
estimated financial and operating information presented herein,
which is subject to adjustment; our outlook and long-term goals for
future growth and new offerings and services; our expectations
regarding net interest margin; expectations on our growth strategy,
expense management, capital management and future profitability;
expectations on credit quality and performance; and the assumptions
underlying our expectations.
Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve known and unknown risks and uncertainties which may
cause the actual results, performance or achievements of the
Company to be materially different from the future results,
performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements are based on
the information known to, and current beliefs and expectations of,
the Company's management and are subject to significant risks and
uncertainties. Actual results may differ materially from those
contemplated by such forward-looking statements. Factors that might
cause such differences include, but are not limited to: the result
of the "pre-clearance" process with the Office of the Chief
Accountant of the SEC and the impact on the Company's financial
statements; risks related to the timely and correct completion of
the financial statements and related filings; the risk that the
completion and filing of the period reports will take significantly
longer than expected and will not be completed in a timely manner;
identification of any inaccuracies in our financial reporting that
requires restatements of previously issued financial statements;
the risk that the restatements may subject us to unanticipated
costs or regulatory penalties and could cause investors to lose
confidence in the accuracy and completeness of our financial
statements; the risk that additional information may become known
prior to the expected filing of the periodic reports with the SEC
or that other subsequent events may occur that would require the
Company to make additional adjustments to its financial statements
or further delay the filing of our periodic with the SEC; the
possibility that The Nasdaq Stock Market may seek to delist the
Company's securities; the possibility that the Company will not be
able to become current in its filings with the SEC; the risk of
investigations or actions by governmental authorities or regulators
and the consequences thereof, including the imposition of
penalties; the risk that the Company may become subject to
shareowner lawsuits or claims; risks related to our ability to
implement and maintain effective internal control over financial
reporting and/or disclosure controls and procedures in the future,
which may adversely affect the accuracy and timeliness of our
financial reporting; the inherent limitations in internal control
over financial reporting and disclosure controls and procedures;
the scope of any restatement or deficiencies, if any, in internal
control over financial reporting and/or disclosure controls and
procedures may be broader than we currently anticipate; remediation
of any potential deficiencies with respect to the Company's
internal control over financial reporting and/or disclosure
controls and procedures may be complex and time-consuming; the
impact of these matters on the Company's performance and outlook
and that all of the foregoing reflects the Company's expectations
based upon information presently available to the Company and
assumptions that it believes to be reasonable.
Forward-looking statements speak only as of the date on which
such statements are made. These forward-looking statements are
based upon information presently known to the Company's management
and are inherently subjective, uncertain and subject to change due
to any number of risks and uncertainties, including, without
limitation, the risks and other factors set forth in the Company's
filings with the Securities and Exchange Commission, the Company's
Annual Report on Form 10-K for the year ended December 31, 2022, under the captions "Cautionary
Note Regarding Forward-Looking Statements" and "Risk Factors," and
in the Company's Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. The Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which such statement is made, or to reflect the
occurrence of unanticipated events. Readers are cautioned not to
place undue reliance on these forward-looking statements.
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SOURCE Primis Financial Corp.