Primis Financial Corp. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Primis Financial Corp. (NASDAQ: FRST) on October 16, 2024. The report primarily addresses a change in the Company's independent registered public accounting firm and provides details regarding prior accounting consultations and restatements.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses on governance and accounting firm transitions rather than current period financial performance.
Material Changes and Accounting Firm Transition
- New Auditor: On September 19, 2024, the Audit Committee appointed Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. Crowe formally accepted the appointment on October 16, 2024.
- Former Auditor: Forvis Mazars, LLP ("Forvis") declined to stand for reappointment for the 2024 fiscal year, as notified on September 17, 2024.
- Continued Engagement: Forvis will continue to be engaged to restate previously issued unaudited interim consolidated financial statements for periods in 2023 and to review interim statements for the quarter ending March 31, 2024.
Outlook, Risks, and Unusual Items
Accounting Restatements and SEC Consultation:
- The Company previously consulted with the SEC regarding the accounting treatment of an agreement with a third party to originate a consumer loan portfolio (the "Agreement").
- Following the SEC consultation and advice from an accounting advisory firm, management revised the accounting for the Agreement. These changes were reflected in the 2022 Form 10-K/A and 2023 Form 10-K, which were audited by Forvis.
- During the 2022 fiscal year, the Company consulted with Crowe regarding revenue and expense allocations for the Agreement. Crowe provided advice but did not issue an opinion on the accounting conclusions at that time.
Regulatory Compliance: Forvis has provided a letter to the SEC stating it agrees with the statements contained in this filing regarding the change in auditors.
Investor Verification Checklist
- Verify the status of the restatements for the 2023 interim periods and the March 31, 2024 quarter currently being handled by Forvis.
- Review the 2022 Form 10-K/A and 2023 Form 10-K to understand the specific financial impact of the revised accounting for the consumer loan portfolio Agreement.
- Monitor future filings for the completion of the 2024 fiscal year audit by Crowe LLP.
- Confirm that no other undisclosed consultations occurred between the Company and Crowe regarding matters requiring disclosure under Item 304(a)(2) of Regulation S-K.