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FAIR VALUE

12 Months Ended

Dec. 31, 2023

6. 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

The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:

Assets and Liabilities Measured on a Recurring Basis:

Investment Securities Available-for-sale

Where quoted prices are available in an active market, investment securities are classified within Level 1 of the valuation hierarchy. Level 1 investment securities include highly liquid government bonds and mortgage products. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of investment securities with similar characteristics or discounted cash flow. Level 2 investment securities include U.S. agency securities, mortgage-backed securities, obligations of states and political subdivisions and certain corporate, collateralized loan obligations and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, investment securities are classified within Level 3 of the valuation hierarchy. Currently, all of Primis’ available-for-sale debt investment securities are considered to be Level 2 investment securities.

Loans Held for Investment and Interest Rate Swaps

The Company entered into interest rate swaps on a portion of its loans held for investment portfolio that are accounted for at fair value on a recurring basis. The swaps are valued using significant other observable inputs including prices observed for similar exchange traded instruments and are therefore classified in Level 2. The related loans held for investment are measured using remaining designated cash flows of the hedged item based on the inception benchmark rate component of the contractual coupon cash flows, discounted at the benchmark interest rate being hedged are therefore classified in Level 2.

Loans Held for Sale

The fair value of PMC loans held for sale is determined by obtaining prices at which they could be sold in the principal market at the measurement date and are classified within Level 2 of the fair value hierarchy. The fair value is determined on a recurring basis by utilizing quoted prices from dealers in such securities.

Consumer Program Derivative

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. Key inputs utilized in valuing the derivative are discount rates, counterparty credit risk, credit loss rates, and prepayment rates. Discount rates considered observable benchmark interest rates and counterparty credit risk was based on the Company’s evaluation of the counterparty’s financial condition in audited and unaudited financial results provided. The credit loss and prepayment rates are informed by specific experience on the Company’s portfolio of the third-party originated consumer loans that the derivative relates to and are considered significant unobservable inputs. As a result of the use of the significant unobservable inputs the Consumer Program derivative is classified within Level 3 of the valuation hierarchy.

Mortgage Banking Derivative and Financial Assets and Liabilities

IRLC: The Company determines the value of IRLCs by comparing the market price to the price locked in with the customer, adding fees or points to be collected at closing, subtracting commissions to be paid at closing, and subtracting estimated remaining loan origination costs to the bank based on the processing status of the loan. IRLCs are classified within Level 3 of the valuation hierarchy.

Best Efforts Forward Loan Sales Commitments: Best efforts forward loan sales commitments are classified within Level 2 of the valuation hierarchy. Best efforts forward loan sales commitments fix the forward sales price that will be realized upon the sale of mortgage loans into the secondary market. Best efforts forward loan sales commitments are entered into for loans at the time the borrower commitment is made. These best efforts forward loan sales commitments

are valued using the committed price to the counterparty against the current market price of the interest rate lock commitment or mortgage loan held for sale.

Mandatory Forward Loan Sales Commitments: Fair values for mandatory forward loan sales commitments are based on fair values of the underlying mortgage loans and the probability of such commitments being exercised. Due to the unobservable inputs used by Primis, best efforts mandatory loan sales commitments are classified within Level 3 of the valuation hierarchy.

To-Be-Announced Mortgage-Backed Securities Trades: Fair values for TBA’s are based on the gain or loss that would occur if the Company were to pair-off transaction at the measurement date and are classified within Level 3 of the valuation hierarchy. TBA’s are recorded at fair value on a recurring basis.

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)		December 31, 2023			(Level 1)			(Level 2)			(Level 3)
Assets:
Available-for-sale securities
Residential government-sponsored mortgage-backed securities		$	96,808		$	—		$	96,808		$	—
Obligations of states and political subdivisions			30,080			—			30,080			—
Corporate securities			14,048			—			14,048			—
Collateralized loan obligations			4,982			—			4,982			—
Residential government-sponsored collateralized mortgage obligations			34,471			—			34,471			—
Government-sponsored agency securities			13,711			—			13,711			—
Agency commercial mortgage-backed securities			30,110			—			30,110			—
SBA pool securities			4,210			—			4,210			—
			228,420			—			228,420			—
Loans held for investment			248,906			—			248,906			—
Loans held for sale			57,691			—			57,691			—
Consumer Program derivative			10,806			—			—			10,806
Mortgage banking financial assets			91			—			—			91
Mortgage banking derivative assets			611			—			—			611
Interest rate swaps			1,068			—			1,068			—
Total assets		$	547,593		$	—		$	536,085		$	11,508

Liabilities:
Mortgage banking derivative liabilities		$	200			—		$	—		$	200
Total liabilities		$	200		$	—		$	—		$	200


					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, 2022			(Level 1)			(Level 2)			(Level 3)
Assets:
Available-for-sale securities
Residential government-sponsored mortgage-backed securities		$	102,881		$	—		$	102,881		$	—
Obligations of states and political subdivisions			29,178			—			29,178			—
Corporate securities			14,828			—			14,828			—
Collateralized loan obligations			4,876			—			4,876			—
Residential government-sponsored collateralized mortgage obligations			26,595			—			26,595			—
Government-sponsored agency securities			14,616			—			14,616			—
Agency commercial mortgage-backed securities			37,417			—			37,417			—
SBA pool securities			5,924			—			5,924			—
			236,315			—			236,315			—
Loans held for sale			27,626			—			27,626			—
Mortgage banking financial assets			21			—			—			21
Mortgage banking derivative assets			945			—			921			24
Total assets		$	264,907		$	—		$	264,862		$	45

Liabilities:
Consumer Program derivative		$	473		$	—		$	—		$	473
Mortgage banking financial liabilities			4			—			—			4
Mortgage banking derivative liabilities			122			—			115			7
Total liabilities		$	599		$	—		$	115		$	484

Assets and Liabilities Measured on a Non-recurring Basis:

Loans

We may be required to measure certain financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of lower of amortized cost or fair value accounting or write-downs of individual assets due to impairment.

Collateral-dependent loans are measured at fair value on a non-recurring basis and are evaluated individually. These collateral-dependent loans are deemed to be at fair value if there is an associated allowance for credit losses or if a charge-off has been recorded in the previous 12 months. Collateral values are determined using appraisals or other third-party value estimates of the subject property discounted based on estimated selling costs, generally between 5% and 10%, and immaterial adjustments for other external factors that may impact the marketability of the collateral. The weighted average discount for estimated selling costs applied was 6%.

Assets Held for Sale

Assets held for sale are valued based on third-party appraisals less estimated disposal costs. Primis considers third party appraisals, as well as independent fair value assessments from realtors or persons involved in selling bank premises, furniture and equipment, in determining the fair value of particular properties. Accordingly, the valuation of assets held for sale is subject to significant external and internal judgment. Primis periodically reviews premises, furniture and equipment held for sale to determine if the fair value of the property, less disposal costs, has declined below its recorded book value and records any adjustments accordingly.

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)

December 31, 2023

(Level 1)

(Level 2)

(Level 3)

Collateral dependent loans

$

15,577

$

—

$

—

$

15,577

Assets held for sale

6,735

—

—

6,735

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, 2022

(Level 1)

(Level 2)

(Level 3)

Collateral dependent loans

$

47,832

$

—

$

—

$

47,832

Assets held for sale

3,115

—

—

3,115

Fair Value of Financial Instruments

The carrying amount, estimated fair values and fair value hierarchy levels (previously defined) of financial instruments were as follows (in thousands) for the periods indicated:


				December 31, 2023						December 31, 2022
		Fair Value		Carrying			Fair			Carrying			Fair
		Hierarchy Level		Amount			Value			Amount			Value
Financial assets:
Cash and cash equivalents		Level 1		$	77,553		$	77,553		$	77,859		$	77,859
Securities available-for-sale		Level 2			228,420			228,420			236,315			236,315
Securities held-to-maturity		Level 2			11,650			10,839			13,520			12,449
Stock in Federal Reserve Bank and Federal Home Loan Bank		Level 2			14,246			14,246			25,815			25,815
Preferred investment in mortgage company		Level 2			3,005			3,005			3,005			3,005
Net loans		Level 2 and 3			3,167,205			3,068,663			2,912,093			2,809,163
Loans held for sale		Level 2			57,691			57,691			27,626			27,626
Consumer Program derivative		Level 3			10,806			10,806			—			—
Mortgage banking financial assets		Level 3			91			91			21			21
Mortgage banking derivative assets		Level 2 and 3			611			611			945			945
Interest rate swaps		Level 2			1,068			1,068			—			—
Financial liabilities:
Demand deposits and NOW accounts		Level 2		$	1,245,969		$	1,245,969		$	1,200,259		$	1,200,259
Money market and savings accounts		Level 2			1,578,288			1,578,288			1,057,151			1,057,151
Time deposits		Level 3			445,898			443,765			465,057			462,376
Securities sold under agreements to repurchase		Level 1			3,044			3,044			6,445			6,445
FHLB advances		Level 1			30,000			30,000			325,000			325,000
Junior subordinated debt		Level 2			9,830			9,039			9,781			9,181
Senior subordinated notes		Level 2			85,765			84,513			85,531			84,347
Secured borrowings		Level 3			20,393			20,393			—			—
Consumer Program derivative		Level 3			—			—			473			473
Mortgage banking financial liabilities		Level 3			—			—			4			4
Mortgage banking derivative liabilities		Level 2 and 3			200			200			122			122

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 asset and liability, interest rate swaps, demand deposits, savings accounts, money market accounts, FHLB advances, secured borrowings and securities sold under agreements to repurchase.

Fair value of junior subordinated debt and senior subordinated notes are based on current rates for similar financing. 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. Fair value of net loans, time deposits, junior subordinated debt, and senior subordinated notes are measured using the exit-price notion.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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