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As of the end of the period covered by this Annual Report on Form 10-K, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e) under the Securities Exchange Act of 1934) utilizing the framework established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based upon that evaluation, our chief executive officer and chief financial officer have concluded that these controls and procedures are effective as of the end of the period covered by this Annual Report on Form 10-K.
+Added: Based upon that evaluation, our chief executive officer and chief financial
+Added: officer have concluded that these controls and procedures are effective as of the end of the period covered by this Annual Report on Form 10-K.
Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
3 unchanged sentences
(“we” and “our”), as that term is defined in Exchange Act Rules 13a-15(f).
+Added: As permitted by guidance provided by the Staff of U.S.
+Added: Securities and Exchange Commission, the scope of management’s assessment of internal control over financial reporting as of December 31, 2022, has excluded Primis Mortgage Company (“Primis Mortgage” formerly named SeaTrust Mortgage Company) acquired on May 31, 2022.
+Added: Primis Mortgage represented 1 percent of consolidated total assets as of December 31, 2022 and 4 percent of consolidated revenues for the year ended December 31, 2022.
Primis Financial Corp.
1 unchanged sentence
Based on that evaluation, we concluded that our internal control over financial reporting is effective as of December 31, 2022.
−Removed: Dixon Hughes Goodman LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and has issued a report on the effectiveness of our internal control over financial reporting, which report is included in "Part II - Item 8.
+Added: FORVIS, LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and has issued a report on the effectiveness of our internal control over financial reporting, which report is included in "Part II - Item 8.
Financial Statements and Supplementary Data"
1 unchanged sentence
(c) Changes in Internal Control over Financial Reporting .
−Removed: There have been no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: As a result of the acquisition of Primis Mortgage, the Company is continuously working to integrate Primis Mortgage into its internal control over financial reporting process.
+Added: Except for the changes in connection with this integration of Primis Mortgage, there were no changes in our internal controls over financial reporting that occurred during the three months ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Other Information
18 unchanged sentences
Principal Accounting Fees and Services
−Removed: The Independent Registered Public Accounting Firm is Dixon Hughes Goodman LLP (PCAOB Firm ID No.
+Added: The Independent Registered Public Accounting Firm is FORVIS, LLP (PCAOB Firm ID No.
686 ) located in Greenville, North Carolina .
7 unchanged sentences
Consolidated Balance Sheets - December 31, 2022 and 2021
−Removed: Consolidated Statements of Income and Comprehensive Income - Years ended December 31, 2021, 2020 and 2019
+Added: Consolidated Statements of Income and Comprehensive Income (Loss) - Years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Changes in Stockholders’ Equity - Years ended December 31, 2022, 2021 and 2020
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333-136285) filed on August 4, 2006)
−Removed: Certificate of Amendment to the Articles of Incorporation dated March 31, 2021 (incorporated herein by reference to Exhibit 3.1 to Primis Financial Corp.’s Current Report on Form 8-K filed on March 31, 2021)
+Added: Articles of Amendment to the Articles of Incorporation dated March 31, 2021 (incorporated herein by reference to Exhibit 3.1 to Primis Financial Corp.’s Current Report on Form 8-K filed on March 31, 2021)
Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to Primis Financial Corp.’s Current Report on Form 8-K filed on March 31, 2021)
28 unchanged sentences
(formerly Southern National Bancorp of Virginia, Inc.) (incorporated herein by reference to Exhibit 10.1 to Primis Financial Corp.’s (formerly Southern National’s) Quarterly Report on Form 10-Q filed on May 9, 2019)
−Removed: Employment Agreement, dated as of February 20, 2020, by and between Dennis J.
−Removed: and Primis Financial Corp.
−Removed: (formerly Southern National Bancorp of Virginia, Inc.) (incorporated herein by reference to Exhibit 10.2 to Primis Financial Corp.’s (formerly Southern National’s) Quarterly Report on Form 10-Q filed on May 8, 2020)
Executive Employment Agreement, dated as of April 29, 2020, by and between Stephen B.
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Executive Employment Agreement, dated as of June 16, 2021, by and between Tyler Stafford and Primis Financial Corp.
+Added: (incorporated herein by reference to Exhibit 10.13 to Primis Financial Corp.’s Annual Report on Form 10-K filed on March 14, 2022)
Executive Employment Agreement, dated as of September 13, 2021, by and between Ann-Stanton C.
Gore and Primis Financial Corp.
+Added: (incorporated herein by reference to Exhibit 10.14 to Primis Financial Corp.’s Annual Report on Form 10-K filed on March 14, 2022)
+Added: Amended and Restated Employment Agreement, dated as of December 20, 2022, by and between Dennis J.
+Added: and Primis Financial Corp.
+Added: Stock Purchase Agreement dated April 28, 2022 by and among SeaTrust Mortgage Company, Community First Bank, Inc.
+Added: and Primis Bank (incorporated herein by reference to Exhibit 10.1 to Primis Financial Corp.’s Current Report on Form 8-K/A filed on June 1, 2022)
Subsidiaries of the Registrant
−Removed: Consent of Dixon Hughes Goodman LLP
+Added: Consent of FORVIS, LLP
Consent of Richey, May & Co., LLP
2 unchanged sentences
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Financial Statements of Southern Trust Mortgage, LLC as of and for the year ended December 31, 2021 (unaudited) and Financial Statements of Southern Trust Mortgage, LLC as of and for the years ended December 31, 2020 and 2019 together with Report of Independent Registered Public Accounting Firm thereon as of and for the years ended December 31, 2020 and 2019;
+Added: Financial Statements of Southern Trust Mortgage, LLC as of and for the year ended December 31, 2021 (unaudited) and Financial Statements of Southern Trust Mortgage, LLC as of and for the year ended December 31, 2020 together with Report of Independent Registered Public Accounting Firm thereon as of and for the years ended December 31, 2020;
a former mortgage affiliate of the Company.
The following materials from Primis Financial Corp.’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Extensible Business Reporting Language (Inline XBRL), filed herewith:
−Removed: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
+Added: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income (Loss), (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
The cover page from Primis Financial Corp’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.