Prime Meridian Holding Co - FORM 10-Q

Prime Meridian Holding Co - FORM 10-Q - August 13, 2014

Attached files

Attached files

Prime Meridian Holding Co Reports

file	filename
EX-31.1 - CERTIFICATION UNDER SECTION 302 OF SARBANES-OXLEY BY SAMMIE D. DIXON, JR. - Prime Meridian Holding Co	d733066dex311.htm
EX-31.2 - CERTIFICATION UNDER SECTION 302 OF SARBANES-OXLEY BY KATHLEEN C. JONES - Prime Meridian Holding Co	d733066dex312.htm
EX-32.1 - CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER - Prime Meridian Holding Co	d733066dex321.htm
EXCEL - IDEA: XBRL DOCUMENT - Prime Meridian Holding Co	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-191801

PRIME MERIDIAN HOLDING COMPANY

(Exact Name of registrant as specified in its charter)


Florida		27-2980805
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1897 Capital Circle NE, Second Floor, Tallahassee, Florida		32308
(Address of principal executive offices)		(Zip Code)

(850) 907-2301

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 12, 2014: 1,785,511

INDEX


	PAGE
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets June 30, 2014 (unaudited) and December 31, 2013		2

Condensed Consolidated Statements of Operations Three and Six Months ended June 30, 2014 and 2013 (unaudited)		3

Condensed Consolidated Statements of Comprehensive Income Three and Six Months ended June 30, 2014 and 2013 (unaudited)		4

Condensed Consolidated Statements of Stockholders’ Equity Six Months ended June 30, 2014 and 2013 (unaudited)		5

Condensed Consolidated Statements of Cash Flows Six Months ended June 30, 2014 and 2013 (unaudited)		6

Notes to Condensed Consolidated Financial Statements (unaudited)		7-23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24-34

Item 3. Quantitative and Qualitative Disclosures About Market Risk		34

Item 4. Controls and Procedures		35

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		36

Item 1A. Risk Factors		36

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		36

Item 3. Defaults Upon Senior Securities		36

Item 4. Mine Safety Disclosures		36

Item 5. Other Information		36

Item 6. Exhibits		37

Signatures		38

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Condensed Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)


	June 30, 2014		December 31, 2013
	(Unaudited)
Assets

Cash and due from banks	$	5,101		5,033
Federal funds sold		0		147
Interest-bearing deposits		17,889		28,986


Total cash and cash equivalents		22,990		34,166

Securities available for sale		43,099		44,071
Loans held for sale		2,002		150
Loans, net of allowance for loan losses of $2,345 and $1,734		131,537		121,220
Federal Home Loan Bank stock		186		204
Premises and equipment, net		3,678		3,757
Deferred tax asset		271		426
Accrued interest receivable		570		516
Bank-owned life insurance		1,588		1,562
Capitalized offering costs		0		218
Other assets		356		183


Total assets	$	206,277		206,473


Liabilities and Stockholders’ Equity

Liabilities:
Noninterest-bearing demand deposits		48,447		59,011
Savings, NOW and money-market deposits		119,522		109,760
Time deposits		13,871		14,594


Total deposits		181,840		183,365

Other borrowings		2,741		5,719
Official checks		1,003		636
Other liabilities		467		392


Total liabilities		186,051		190,112


Stockholders’ equity:
Preferred stock, undesignated; 1,000,000 shares authorized, none issued or outstanding		0		0
Common stock, $.01 par value; 9,000,000 shares authorized, 1,785,511 and 1,498,937 issued and outstanding		18		15
Additional paid-in capital		18,223		14,929
Retained earnings		1,897		1,732
Accumulated other comprehensive income (loss)		88		(315	)


Total stockholders’ equity		20,226		16,361


Total liabilities and stockholders’ equity	$	206,277		206,473

See Accompanying Notes to Condensed Consolidated Financial Statements.

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share amounts)


	Three Months Ended June 30,					Six Months Ended June 30,
	2014			2013		2014		2013
Interest income:
Loans	$	1,693			1,535		3,335		2,897
Securities		230			204		450		415
Other		17			9		42		22


Total interest income		1,940			1,748		3,827		3,334


Interest expense:
Deposits		156			161		314		340
Other borrowings		8			14		22		29


Total interest expense		164			175		336		369


Net interest income		1,776			1,573		3,491		2,965

Provision for loan losses		562			138		591		323


Net interest income after provision for loan losses		1,214			1,435		2,900		2,642


Noninterest income:
Service charges and fees on deposit accounts		34			19		75		45
Gain on sale of loans		82			16		110		246
Income from bank-owned life insurance		10			16		26		28
Other income		46			150		93		239


Total noninterest income		172			201		304		558


Noninterest expenses:
Salaries and employee benefits		813			668		1,625		1,270
Occupancy and equipment		218			185		421		370
Professional fees		175			44		261		88
Other		347			321		677		601


Total noninterest expenses		1,553			1,218		2,984		2,329


(Loss) earnings before income taxes		(167	)		418		220		871

Income taxes (benefit)		(76	)		148		55		308


Net (loss) earnings	$	(91	)		270		165		563


Basic earnings per share	$	(0.05	)		0.18		0.10		0.38


Diluted earnings per share	$	(0.05	)		0.18		0.10		0.37


Cash dividends per common share	$	0			0		0		0

See Accompanying Notes to Condensed Consolidated Financial Statements.

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014		2013

Net (loss) earnings	$	(91	)		270			165		563


Other comprehensive income:
Change in unrealized gain on securities:
Unrealized (loss) gain arising during the period		397			(1,119	)		641		(1,203	)
Reclassification adjustment for realized gains		0			0			0		0


Net change in unrealized (loss) gain		397			(1,119	)		641		(1,203	)

Deferred income taxes (benefit) on above change		147			(414	)		238		(447	)


Total other comprehensive income (loss)		250			(705	)		403		(756	)


Comprehensive income (loss)	$	159			(435	)		568		(193	)

See Accompanying Notes to Condensed Consolidated Financial Statements.

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders’ Equity

Six Months Ended June 30, 2014 and 2013

(Dollars in thousands)


	Common Stock				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income			Total Stockholders’ Equity
	Shares		Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income			Total Stockholders’ Equity

Balance at December 31, 2012		1,496,106	$	15		14,896		583		545			16,039

Net earnings for the six months ended June 30, 2013 (unaudited)		0		0		0		563		0			563

Net change in unrealized gain on securities available for sale (unaudited)		0		0		0		0		(756	)		(756	)

Common stock issued as compensation to directors (unaudited)		1,388		0		14		0		0			14

Stock-based compensation (unaudited)		0		0		1		0		0			1



Balance at June 30, 2013 (unaudited)		1,497,494	$	15		14,911		1,146		(211	)		15,861


Balance at December 31, 2013		1,498,937	$	15		14,929		1,732		(315	)		16,361

Net earnings for the six months ended June 30, 2014 (unaudited)		0		0		0		165		0			165

Net change in unrealized loss on securities available for sale (unaudited)		0		0		0		0		403			403

Proceeds from sale of common stock, net of $287 in offering costs (unaudited)		285,432		3		3,281		0		0			3,284

Common stock issued as compensation to directors (unaudited)		1,142		0		13		0		0			13

Stock-based compensation (unaudited)		0		0		0		0		0			0


Balance at June 30, 2014 (unaudited)		1,785,511	$	18		18,223		1,897		88			20,226

See Accompanying Notes to Condensed Consolidated Financial Statements.

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Six Months Ended June 30,
	2014			2013
Cash flows from operating activities:
Net earnings	$	165			563
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
Depreciation and amortization		194			168
Provision for loan losses		591			323
Net amortization of deferred loan fees		(20	)		(40	)
Deferred income taxes		(83	)		(143	)
Amortization of premiums, discounts on securities available for sale		231			227
Gain on sale of loans held for sale		(110	)		(246	)
Proceeds from the sale of loans held for sale		1,962			2,114
Loan originated as held for sale		(3,704	)		(1,868	)
Stock issued as compensation		13			14
Stock-based compensation expense		0			1
Income from bank-owned life insurance		(26	)		(28	)
Net increase in accrued interest receivable		(54	)		(53	)
Net decrease in other assets and capitalized offering costs		45			269
Net increase (decrease) in other liabilities and official checks		442			(61	)


Net cash (used in) provided by operating activities		(354	)		1,240


Cash flows from investing activities:
Loan originations, net of principal repayments		(10,888	)		(21,085	)
Purchase of securities available for sale		(3,720	)		(3,723	)
Principal repayments of securities available for sale		4,102			4,313
Maturities and calls of securities available for sale		1,000			0
Redemption of Federal Home Loan Bank stock		18			6
Purchase of premises and equipment		(115	)		(94	)


Net cash used in investing activities		(9,603	)		(20,583	)


Cash flows from financing activities:
Net (decrease) increase in deposits		(1,525	)		15,015
(Decrease) increase in other borrowings		(2,978	)		29
Net proceeds from sale of common stock		3,284			0


Net cash (used in) provided by financing activities		(1,219	)		15,044


Net decrease in cash and cash equivalents		(11,176	)		(4,299	)

Cash and cash equivalents at beginning of period		34,166			26,498


Cash and cash equivalents at end of period	$	22,990			22,199


Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$	336			373


Income taxes	$	235			156


Noncash transaction-
Accumulated other comprehensive (loss) income, net change in unrealized (loss) gain on sale of securities available for sale, net of taxes	$	403			(756	)

See Accompanying Notes to Condensed Consolidated Financial Statements.

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited)

(1)

General

Prime Meridian Holding Company (the “Holding Company”) owns 100% of the outstanding common stock of Prime Meridian Bank (the “Bank”) (collectively the “Company”). The Holding Company’s primary activity is the operation of the Bank. The Bank is a state (Florida)-chartered commercial bank. The deposit accounts of the Bank are insured up to the applicable limits by the Federal Deposit Insurance Corporation (“FDIC”). The Bank offers a variety of community banking services to individual and corporate customers through its banking offices located in Tallahassee, Florida.

In the opinion of management, the accompanying condensed consolidated financial statements of the Company contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial position at June 30, 2014, and the results of operations for the three and six month periods ended June 30, 2014 and 2013. The results of operations for the three and six months ended June 30, 2014, are not necessarily indicative of the results to be expected for the full year.

Comprehensive Income (Loss). Accounting principles generally accepted in the United States of America (“GAAP”) generally require that recognized revenue, expenses, gains and losses be included in operations. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, such items along with net (loss) earnings, are components of comprehensive income. The only component of other comprehensive income (loss) is the net change in the unrealized gains (loss) on the securities available for sale.

Share-Based Compensation. The Company expenses the fair value of any stock options granted. The Company recognizes share-based compensation in the statements of earnings as the options vest.

Recent Accounting Standards Update. In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-04, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure, which is intended to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. These amendments clarify that an insubstance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (a) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure; or (b) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additional disclosures are required. The amendments are effective beginning January 1, 2015.

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(1)

General, Continued

Recent Accounting Standards Update, Continued. In June 2014, FASB issued ASU 2014-11, Transfers and Servicing - Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. ASU 2014-11 requires, among other things, two accounting changes. First, the amendments in this update change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. Second, for repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. ASU 2014-11 is effective for the first interim or annual period beginning after December 15, 2014. The adoption of this guidance is not expected to have any impact on the Company’s consolidated financial statements.

In June 2014, FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires, among other things, that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The adoption of this guidance is not expected to have any impact on the Company’s consolidated financial statements.

Recent Regulatory Developments

Basel III Rules. On July 2, 2013, the Federal Reserve Board (“FRB”) approved the final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks. Under the final rules, minimum requirements will increase for both the quantity and quality of capital held by the Bank. The rules include a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The final rules also raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% and require a minimum leverage ratio of 4.0%. The final rules also implement strict eligibility criteria for regulatory capital instruments. On July 9, 2013, the FDIC also approved, as an interim final rule, the regulatory capital requirements for U.S. banks, following the actions of the FRB. The FDIC’s rule is identical in substance to the final rules issued by the FRB.

The phase-in period for the final rules will begin for the Bank on January 1, 2015, with full compliance with all of the final rule’s requirements phased in over a multi-year schedule. The Bank is currently evaluating the provisions of the final rules and their expected impact on the Bank.

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(2)

Securities Available for Sale

Securities are classified according to management’s intent. The carrying amount of securities and approximate fair values are as follows (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
*At June 30, 2014:*
U.S. Government agency securities	$	7,165		17		(151	)		7,031
Municipal securities		9,685		87		(87	)		9,685
Mortgage-backed securities		24,183		332		(67	)		24,448
Asset-backed securities		1,924		11		0			1,935


	$	42,957		447		(305	)		43,099


*At December 31, 2013:*
U.S. Government agency securities		7,290		8		(329	)		6,969
Municipal securities		9,139		14		(269	)		8,884
Mortgage-backed securities		26,225		253		(198	)		26,280
Asset-backed securities		1,916		22		0			1,938


	$	44,570		297		(796	)		44,071

Securities with gross unrealized losses at June 30, 2014, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows (in thousands):


	Less Than Twelve Months				Over Twelve Months
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Securities Available for Sale:
U.S. Government agency securities	$	0		0		151		6,057
Municipal securities		0		0		87		3,726
Mortgage-backed securities		11		7,351		56		1,938


	$	11		7,351		294		11,721

The unrealized losses at June 30, 2014 on twenty-one securities were caused by market conditions. It is expected that the securities would not be settled at a price less than the par value of the investments. Because the decline in fair value is attributable to market conditions and not credit quality, and because the Company has the ability and intent to hold these investments until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(2)

Securities Available for Sale, Continued

Securities available for sale measured at fair value on a recurring basis are summarized below (in thousands):


			Fair Value Measurements Using
	Fair Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
*At June 30, 2014:*
U.S. Government agency securities	$	7,031		0		7,031		0
Municipal securities		9,685		0		9,685		0
Mortgage-backed securities		24,448		0		24,448		0
Asset-backed securities		1,935		0		1,935		0


	$	43,099		0		43,099		0


*At December 31, 2013:*
U.S. Government agency securities		6,969		0		6,969		0
Municipal securities		8,884		0		8,884		0
Mortgage-backed securities		26,280		0		26,280		0
Asset-backed securities		1,938		0		1,938		0


	$	44,071		0		44,071		0

During the six months ended June 30, 2014 and the year ended December 31, 2013, no securities were transferred in or out of Level 1, Level 2 or Level 3.

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(2)

Securities Available for Sale, Continued

The scheduled maturities of securities are as follows (in thousands):


	Amortized Cost		Fair Value
*At June 30, 2014:*
Due in one to five years	$	2,840		2,863
Due five to ten years		5,860		5,747
Due after ten years		8,150		8,106
Mortgage-backed securities		24,183		24,448
Asset-backed securities		1,924		1,935


	$	42,957		43,099

(3)

Loans

The segments of loans are as follows (in thousands):


	At June 30,			At December 31,
	2014			2013
Real estate mortgage loans:
Commercial	$	48,311			44,796
Residential and home equity		43,595			38,571
Construction		14,304			12,933


Total real estate mortgage loans		106,210			96,300

Commercial loans		25,759			24,651
Consumer and other loans		1,962			2,072


Total loans		133,931			123,023

Less:
Net deferred loan fees		(49	)		(69	)
Allowance for loan losses		(2,345	)		(1,734	)


Loans, net	$	131,537			121,220

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued

An analysis of the change in the allowance for loan losses follows (in thousands):


	Real Estate Mortgage Loans								Commercial Loans			Consumer and Other Loans			Total
	Commercial		Residential and Home Equity			Construction			Commercial Loans			Consumer and Other Loans			Total
*Three-Month Period Ended June 30, 2014:*
Beginning balance	$	617		575			160			401			22			1,775
Provision (credit) for loan losses		432		(52	)		114			69			(1	)		562
Net recoveries		0		0			0			8			0			8


Ending balance	$	1,049		523			274			478			21			2,345


*Six-Month Period Ended June 30, 2014:*
Beginning balance		604		545			175			387			23			1,734
Provision (credit) for loan losses		445		(22	)		99			71			(2	)		591
Net recoveries		0		0			0			20			0			20


Ending balance	$	1,049		523			274			478			21			2,345


*Three-Month Period Ended June 30, 2013:*
Beginning balance	$	527		477			119			297			16			1,436
Provision for loan losses		22		6			91			6			13			138
Net (charge-offs) recoveries		0		0			(47	)		15			(8	)		(40	)


Ending balance	$	549		483			163			318			21			1,534


*Six-Month Period Ended June 30, 2013:*
Beginning balance		352		226			237			405			23			1,243
Provision (credit) for loan losses		197		257			(27	)		(102	)		(2	)		323
Net (charge-offs) recoveries		0		0			(47	)		15			0			(32	)


Ending balance	$	549		483			163			318			21			1,534

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued


	Real Estate Mortgage Loans						Commercial Loans		Consumer and Other Loans		Total
	Commercial		Residential and Home Equity		Construction		Commercial Loans		Consumer and Other Loans		Total
*At June 30, 2014:*
Individually evaluated for impairment:
Recorded investment	$	1,403		35		0		210		0		1,648

Balance in allowance for loan losses	$	504		22		0		72		0		598


Collectively evaluated for impairment:
Recorded investment	$	46,908		43,560		14,304		25,549		1,962		132,283

Balance in allowance for loan losses	$	545		501		274		406		21		1,747


*At December 31, 2013:*
Individually evaluated for impairment:
Recorded investment	$	0		36		0		346		0		382

Balance in allowance for loan losses	$	0		23		0		82		0		105


Collectively evaluated for impairment:
Recorded investment	$	44,796		38,535		12,933		24,305		2,072		122,641

Balance in allowance for loan losses	$	604		522		175		305		23		1,629

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued

The Company has divided the loan portfolio into three portfolio segments and five portfolio classes, each with different risk characteristics and methodologies for assessing risk. All loans are underwritten based upon standards set forth in the policies approved by the Company’s Board of Directors. The portfolio segments and classes are identified by the Company as follows:

Real Estate Mortgage Loans. Real estate mortgage loans are typically divided into three classes: Commercial, residential and home equity and construction loans. The real estate mortgage loans are as follows:

Commercial Real Estate Loans. Loans of this type are typically our more complex loans. This category of real estate loans is comprised of loans secured by mortgages on commercial property that is typically owner-occupied, but also includes nonowner occupied investment properties. Commercial loans that are secured by owner-occupied commercial real estate are repaid through operating cash flows of the borrower. The maturity for this type of loan is generally limited to three to five years; however, payments may be structured on a longer amortization basis. Typically, interest rates on our commercial real estate loans are fixed for five years or less after which they adjust based upon a predetermined spread over an index. At times, a rate may be fixed for longer than five years. As part of our credit underwriting standards, the Bank typically requires personal guarantees from the principal owners of the business supported by a review of the principal owners’ personal financial statements and tax returns. As part of the enterprise risk management process, it is understood that risks associated with commercial real estate loans include fluctuations in real estate values, the overall strength of the borrower, the overall strength of the economy, new job creation trends, tenant vacancy rates, environmental contamination, and the quality of the borrowers’ management. In order to mitigate and limit these risks, we analyze the borrowers’ cash flow and evaluate collateral value. Currently, the collateral securing our commercial real estate loans include a variety of property types, such as office, warehouse, and retail facilities. Other types include multifamily properties, hotels, mixed-use residential, and commercial properties. Generally, commercial real estate loans present a higher risk profile than our residential real estate loan portfolio.

Residential Real Estate Loans. We offer first and second one-to-four family mortgage loans and home equity lines of credit; the collateral for these loans is generally on the clients’ owner-occupied residences. Although these types of loans present lower levels of risk than commercial real estate loans, risks do still exist because of possible fluctuations in the value of the real estate collateral securing the loan, as well as changes in the borrowers’ financial condition. Borrowers may be affected by numerous factors, including job loss, illness, or other personal hardship. As part of our product mix, the Bank offers both portfolio and secondary market mortgages; portfolio loans generally are based on a 1-year, 3-year or 5-year adjustable rate mortgage; while 15-year or 30-year fixed-rate loans are sold to the secondary market.

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued

Construction Loans. Typically, these loans have a term of one to two years and the interest is paid monthly. This portion of our loan portfolio includes loans to small and midsized businesses to construct owner-user properties, loans to developers of commercial real estate investment properties, and residential developments. This type of loan is also made to individual clients for construction of single family homes in our market area. An independent appraisal is used to determine the value of the collateral and confirm that the ratio of the loan principal to the value of the collateral will not exceed policies of the Bank. As the construction project progresses, loan proceeds are requested by the borrower to complete phases of construction and funding is only disbursed after the project has been inspected by a third-party inspector or experienced construction lender. Risks associated with construction loans include fluctuations in the value of real estate, project completion risk, and changes in market trends. The ability of the construction loan borrower to finance the loan or sell the property upon completion of the project is another risk factor that also may be affected by changes in market trends since the initial funding of the loan.

Commercial Loans. The Bank offers a wide range of commercial loans, including business term loans, equipment financing, and lines of credit to small and midsized businesses. Small-to-medium sized businesses, retail, and professional establishments, make up our target market for commercial loans. Our Relationship Managers primarily underwrite these loans based on the borrower’s ability to service the loan from cash flow. Lines of credit and loans secured by accounts receivable and/or inventory are monitored periodically by our staff. Loans secured by “all business assets,” or a “blanket lien” are typically only made to highly qualified borrowers due to the nonspecific nature of the collateral. Valuation of business collateral is generally supported by an appraisal, purchase order, or third party physical inspection. Personal guarantees of the principals of business borrowers are usually required.

Equipment loans generally have a term of five years or less and may have a fixed or variable rate; we use conservative margins when pricing these loans. Working capital loans generally do not exceed one year and typically, they are secured by accounts receivable, inventory, and personal guarantees of the principals of the business. Significant factors affecting a commercial borrower’s creditworthiness include the quality of management and the ability both to evaluate changes in the supply and demand characteristics affecting the business’ markets for products and services and to respond effectively to such changes. These loans may be made unsecured or secured, but most are made on a secured basis. Risks associated with our commercial loan portfolio include local, regional, and national market conditions. Other factors of risk could include changes in the borrower’s management and fluctuations in collateral value. Additionally, there may be refinancing risk if a commercial loan includes a balloon payment which must be refinanced or paid off at loan maturity.

In reference to our risk management process, our commercial loan portfolio presents a higher risk profile than our consumer real estate and consumer loan portfolios. Therefore, we require that all loans to businesses must have a clearly stated and reasonable payment plan to allow for timely retirement of debt, unless secured by liquid collateral or as otherwise justified.

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued

Consumer Loans and Other. These loans are made for various consumer purposes, such as the financing of automobiles, boats, and recreational vehicles. The payment structure of these loans is normally on an installment basis. The risk associated with this category of loans stems from the reduced collateral value for a defaulted loan; the collateral may not provide an adequate source of repayment of the principal. The underwriting on these loans is primarily based on the borrower’s financial condition. In many cases, these are unsecured credits that subject us to risk when the borrower’s financial condition declines or deteriorates. Based upon our current trend in consumer loans, management does not anticipate consumer loans will become a substantial component of our loan portfolio at any time in the foreseeable future. Consumer loans are made at fixed- and variable-interest rates and are based on the appropriate amortization for the asset and purpose.

The following summarizes the loan credit quality (in thousands):


	Pass		Special Mentioned		Substandard		Doubtful		Loss		Total
*At June 30, 2014:*
Real estate mortgage loans:
Commercial	$	44,468		390		3,453		0		0		48,311
Residential and home equity		39,733		3,059		803		0		0		43,595
Construction		14,220		76		8		0		0		14,304
Commercial loans		24,676		392		691		0		0		25,759
Consumer and other loans		1,887		32		43		0		0		1,962


Total	$	124,984		3,949		4,998		0		0		133,931


*At December 31, 2013:*
Real estate mortgage loans:
Commercial		40,901		1,804		2,091		0		0		44,796
Residential and home equity		36,461		1,346		764		0		0		38,571
Construction		12,528		396		9		0		0		12,933
Commercial loans		23,919		509		223		0		0		24,651
Consumer and other loans		1,914		38		120		0		0		2,072


Total	$	115,723		4,093		3,207		0		0		123,023

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.

The Company analyzes loans individually by classifying the loans as to credit risk. Loans classified as substandard or special mention are reviewed quarterly by the Company for further deterioration or improvement to determine if they are appropriately classified and whether there is any impairment. All loans are graded upon initial issuance. Further construction and nonowner occupied commercial real estate loans are reviewed at least annually and commercial relationships in excess of $500,000. In addition, during the renewal process of any loan, as well as if a loan becomes past due, the Company will determine the appropriate loan grade.

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued

Loans excluded from the review process above are generally classified as pass credits until: (a) they become past due; (b) management becomes aware of a deterioration in the credit worthiness of the borrower; or (c) the customer contacts the Company for a modification. In these circumstances, the loan is specifically evaluated for potential classification as to special mention, substandard or even charged-off. The Company uses the following definitions for risk ratings:

Pass – A Pass loan’s primary source of loan repayment is satisfactory, with secondary sources very likely to be realized if necessary.

Special Mention – A Special Mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or the Company’s credit position at some future date. Special Mention loans are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

Substandard – A Substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful – A loan classified Doubtful has all the weaknesses inherent in one classified Substandard with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loss – A loan classified Loss is considered uncollectible and of such little value that continuance as a bankable asset is not warranted. This classification does not necessarily preclude the potential for recovery, but rather signifies it is no longer practical to defer writing off the asset.

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued

Age analysis of past-due loans is as follows (in thousands):


	Accruing Loans
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
*At June 30, 2014:*
Real estate mortgage loans:
Commercial	$	0		0		0		0		46,908		1,403		48,311
Residential and home equity		0		0		0		0		43,595		0		43,595
Construction		0		0		0		0		14,304		0		14,304
Commercial loans		127		0		0		127		25,632		0		25,759
Consumer and other loans		0		0		0		0		1,962		0		1,962


Total	$	127		0		0		127		132,401		1,403		133,931


*At December 31, 2013:*
Real estate mortgage loans:
Commercial		0		0		0		0		44,796		0		44,796
Residential and home equity		0		0		0		0		38,571		0		38,571
Construction		0		0		0		0		12,933		0		12,933
Commercial loans		38		0		0		38		24,613		0		24,651
Consumer and other loans		0		0		0		0		2,072		0		2,072


Total	$	38		0		0		38		122,985		0		123,023

The following summarizes the amount of impaired loans (in thousands):


	With No Related Allowance Recorded				With an Allowance Recorded						Total
	Recorded Investment		Unpaid Contractual Principal Balance		Recorded Investment		Unpaid Contractual Principal Balance		Related Allowance		Recorded Investment		Unpaid Contractual Principal Balance		Related Allowance
*At June 30, 2014:*
Commercial real estate	$	0		0		1,403		1,403		504		1,403		1,403		504
Residential and home equity		0		0		35		35		22		35		35		22
Commercial loans		50		50		160		160		72		210		210		72


Total	$	50		50		1,598		1,598		598		1,648		1,648		598


*At December 31, 2013:*
Residential and home equity		0		0		36		36		23		36		36		23
Commercial loans		27		27		319		319		82		346		346		82


Total	$	27		27		355		355		105		382		382		105

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued

The average net investment in impaired loans and interest income recognized and received on impaired loans are as follows (in thousands):


	Three Months Ended June 30,
	2014						2013
	Average Recorded Investment		Interest Income Recognized		Interest Income Received		Average Recorded Investment		Interest Income Recognized		Interest Income Received

Commercial real estate	$	1,403		0		0		0		0		0
Residential and home equity		36		1		1		0		0		0
Commercial loans		213		2		3		129		2		2


Total	$	1,652		3		4		129		2		2


	Six Months Ended June 30,
	2014						2013
	Average Recorded Investment		Interest Income Recognized		Interest Income Received		Average Recorded Investment		Interest Income Recognized		Interest Income Received

Commercial real estate	$	775		0		0		0		0		0
Residential and home equity		36		1		1		0		0		0
Construction		0		0		0		315		4		4
Commercial loans		216		6		7		129		2		2


Total	$	1,027		7		8		444		6		6

There were no loans measured at fair value on a nonrecurring basis at December 31, 2013. Impaired collateral-dependent loans measured at fair value on a nonrecurring basis by loan class at June 30, 2014 are as follows (in thousands):


	At Year End										Losses Recorded During the Year
	Fair Value		Level 1		Level 2		Level 3		Total Losses		Losses Recorded During the Year
Commercial real estate loans	$	899		—		—		899		504		504

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued

There were no loans determined to be troubled debt restructuring (“TDR”) entered into during the three months ended June 30, 2014 and 2013 and the six months ended June 30, 2013. The following is a summary of loans determined to be TDR’s entered into during the six months ended June 30, 2014:


	Number of Contracts		Pre- Modification Outstanding Recorded Investment (in thousands)		Post- Modification Outstanding Recorded Investment (in thousands)
Residential and home equity:
Modified payment schedule for six months		1	$	35		35

The allowance for loan losses on all loans that have been restructured and are considered TDR’s is included in the Bank’s specific reserve. The specific reserve is determined on a loan by loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if the loan is collateral-dependent. TDR’s that have subsequently defaulted are considered collateral-dependent. There were no TDR’s that subsequently defaulted during the three and six months ended June 30, 2014, which were restructured during the same period.

(4)

Regulatory Capital

Banks are required to maintain certain minimum regulatory capital requirements. The Bank is considered to be well-capitalized. The following is a summary at June 30, 2014 of the regulatory capital requirements and the Bank’s capital on a percentage basis:


	Bank			Regulatory Requirement
Tier I capital to total average assets		8.96	%		6.00	%
Tier I capital to risk-weighted assets		13.18	%		8.00	%
Total capital to risk-weighted assets		14.43	%		10.00	%

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(5)

Earnings Per Share

Earnings per share has been computed on the basis of the weighted-average number of shares of common stock outstanding. Basic earnings per share has been computed on the basis of the weighted-average number of shares of common stock outstanding during the period. For the three-months ended June 30, 2014, the outstanding stock options are not considered dilutive securities to the net loss incurred by the Company. For the six months ended June 30, 2014 and the three and six months ended June 30, 2013 outstanding stock options are considered dilutive securities for purposes of calculating diluted EPS which was computed using the treasury stock method (dollars in thousands, except per share amounts):


	2014								2013
	Earnings			Weighted- Average Shares		Per Share Amount			Loss		Weighted- Average Shares		Per Share Amount
*Three Months Ended June 30:*
Basic EPS:
Net earnings (loss)	$	(91	)		1,692,105	$	(0.05	)	$	270		1,497,367	$	0.18
Effect of dilutive securities-
Incremental shares from assumed conversion of options					—							2,641

Diluted EPS:
Net earnings (loss)	$	(91	)		1,692,105	$	(0.05	)	$	270		1,500,008	$	0.18


*Six Months Ended June 30:*
Basic EPS:
Net earnings (loss)	$	165			1,613,921	$	0.10		$	563		1,496,996	$	0.38
Effect of dilutive securities-
Incremental shares from assumed conversion of options					10,297							10,566

Diluted EPS:
Net earnings (loss)	$	165			1,624,218	$	0.10		$	563		1,507,562	$	0.37

(6)

Stock-Based Compensation

The 2007 Stock Option Plan provides for certain key employees and directors of the Company to have the option to purchase shares of the Company’s common stock. Under this Plan, the total number of shares which may be issued is 152,905. All options granted have six to ten-year terms and vest over periods up to five years. As of June 30, 2014, there were 18,905 shares available for grant.

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(6)

Stock-Based Compensation, Continued

A summary of the activity in the Company’s Stock Option Plan is as follows:


						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Options			Price		Term		Value

Outstanding at December 31, 2012		136,000		$	10.00
Options granted		2,500			10.72
Options forfeited		(2,500	)		10.00


Outstanding at June 30, 2013		136,000		$	10.01


Outstanding at December 31, 2013		134,000		$	10.01


Outstanding at June 30, 2014		134,000		$	10.01		4.7 years


Exercisable at June 30, 2014		131,000		$	10.00		4.6 years	$	328,000

At June 30, 2014, there was $3,000 of total unrecognized compensation expense related to nonvested share-based compensation arrangements granted under the plans. The cost is expected to be recognized over a weighted-average period of twenty-three months. The total fair value of shares vesting and recognized as compensation expense was $0 and $1,000 for the six months ended June 30, 2014 and 2013, respectively. There was no associated income tax benefit recognized for the periods ending June 30, 2014 and June 30, 2013.

The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:


	Six Months
	Ended
	June 30, 2013

Weighted-average risk-free interest rate		1.13	%
Expected dividend yield		0
Expected stock volatility		11.37	%
Expected life in years		6.5
Per share fair value of options issued during the year	$	1.22

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(6)

Stock-Based Compensation, Continued

The Company used the guidance in Staff Accounting Bulletin No. 107 to determine the estimated life of options issued. Expected volatility is based on volatility of similar companies’ common stock. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is based on the Company’s history and expectation of dividend payouts.

(7)

Fair Value of Financial Instruments

The estimated fair values and fair value measurement method with respect to the Company’s financial instruments were as follows (in thousands):


	At June 30, 2014						At December 31, 2013
	Carrying		Fair				Carrying		Fair
	Amount		Value		Level		Amount		Value		Level
Financial assets:
Cash and cash equivalents	$	22,990		22,990		1		34,166		34,166		1
Securities available for sale		43,099		43,099		2		44,071		44,071		2
Loans held for sale		2,002		2,034		3		150		150		3
Loans, net		131,537		129,840		3		121,220		121,964		3
Federal Home Loan Bank stock		186		186		3		204		204		3
Accrued interest receivable		570		570		3		516		516		3

Financial liabilities:
Deposits		181,840		181,890		3		183,365		183,295		3
Other borrowings		2,741		2,741		3		5,719		5,719		3
Off balance sheet items		0		0		3		0		0		3

Discussion regarding the assumptions used to compute the estimated fair values of financial instruments can be found in Note 1 to the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2013.

(8)

Common Stock Offering

The Company filed a Registration Statement with the Securities and Exchange Commission which was effective on December 11, 2013. The Company is offering up to 1,200,000 shares of common stock for $12.50 per share. The Offering has been extended to December 31, 2014. As of June 30, 2014, the Company has sold 285,432 shares of common stock for proceeds of $3.3 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Management’s discussion and analysis is presented to aid the reader in understanding and evaluating the financial condition and results of operations of Prime Meridian Holding Company, and its wholly-owned subsidiary, Prime Meridian Bank. This discussion and analysis should be read with the condensed consolidated financial statements, the footnotes thereto, and the other financial data included in this report and in our annual report on Form 10-K for the year ended December 31, 2013. Results of operations for the three and six month periods ended June 30, 2014, are not necessarily indicative of results that may be attained for any other period. The following discussion and analysis presents our financial condition and results of operations on a consolidated basis, however, because we conduct all of our material business operations through the Bank, the discussion and analysis relates to activities primarily conducted at the subsidiary level.

Certain information in this report may include “forward-looking statements” as defined by federal securities law. Words such as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “is confident that,” and similar expressions are intended to identify these forward-looking statements. These forward-looking statements involve risk and uncertainty and a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in these forward-looking statements. We do not have a policy of updating or revising forward-looking statements except as otherwise required by law, and silence by management over time should not be construed to mean that actual events are occurring as estimated in such forward-looking statements.

Our ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse effect on our and our subsidiary’s operations include, but are not limited to, changes in:

•

local, regional, and national economic and business conditions;

•

banking laws, compliance, and the regulatory environment;

•

U.S. and global securities markets, public debt markets, and other capital markets;

•

monetary and fiscal policies of the U.S. Government;

•

litigation, tax, and other regulatory matters;

•

demand for banking services, both loan and deposit products in our market area;

•

quality and composition of our loan or investment portfolios;

•

risks inherent in making loans such as repayment risk and fluctuating collateral values;

•

competition;

•

attraction and retention of key personnel, including our management team and directors;

•

technology, product delivery channels, and end user demands and acceptance of new products;

•

consumer spending, borrowing and savings habits;

•

any failure or breach of our operational systems, information systems or infrastructure, or those of our third party vendors and other service providers, including cyber-attacks;

•

application and interpretation of accounting principles and guidelines;

•

natural disasters, public unrest, adverse weather, public health and other conditions impacting our or our clients’ operations; and

•

other economic, competitive, governmental, regulatory, or technological factors affecting us.

General

Prime Meridian Holding Company (“PMHC” or the “Company”) was incorporated as a Florida corporation on May 25, 2010, and is the one-bank holding company for, and sole shareholder of, Prime Meridian Bank (the “Bank”). The Bank opened for business on February 4, 2008, and was acquired by the Company on September 16, 2010. PMHC has no significant operations other than owning the stock of the Bank. The Bank offers a broad array of commercial and retail banking services through two full-service offices located in Tallahassee, Florida and through its online banking platform.

As a one-bank holding company, we generate most of our revenue from interest on loans and investments. Our primary source of funding for our loans is deposits. Our largest expenses are interest on those deposits and salaries and employee benefits. We measure our performance through our net interest margin, return on average assets, and return on average equity, while maintaining appropriate regulatory leverage and risk-based capital ratios.

The following table shows selected information for the periods ended or at the dates indicated:


	At or for the
	Six Months Ended June 30, 2014			Year Ended December 31, 2013			Six Months Ended June 30, 2013
Average equity as a percentage of average assets		8.76	%		8.79	%		9.19	%
Equity to total assets at end of period		9.81	%		7.92	%		8.61	%
Return on average assets⁽¹⁾		0.15	%		0.62	%		0.64	%
Return on average equity⁽¹⁾		1.77	%		7.08	%		6.92	%
Noninterest expenses to average assets		2.80	%		2.63	%		2.63	%
Nonperforming loans to total loans at end of period		1.05	%		0.00	%		0.00	%

⁽¹⁾	Annualized for the six months ended June 30, 2014 and June 30, 2013.

Comparison of Financial Condition at June 30, 2014 to December 31, 2013

General. Total assets were $206.3 million at June 30, 2014, a decrease of $196,000, or 0.1%, from December 31, 2013. Total deposits at June 30, 2014 were $181.8 million, a decrease of $1.5 million, or 0.8%, from December 31, 2013. The decrease in total assets and deposits relates primarily to a political action committee account that has withdrawn over $12 million since December 31, 2013 in connection with campaign funding. Net loans grew to $131.5 million at June 30, 2014, a $10.3 million, or 8.5%, increase from December 31, 2013. We attribute our continued growth in net loans to a combination of factors including our relationship banking model and our proactive marketing efforts in the community.

Loans. Our primary earning asset is our loan portfolio and our primary source of income is the interest earned on the loan portfolio. Our loan portfolio consists of commercial real estate loans, construction loans, and commercial loans made to small-to-medium sized companies and their owners, as well as residential real estate loans, including first and second mortgages, and consumer loans.

We work diligently to attract new lending clients through direct solicitation by our loan officers, utilizing relationship networks from existing clients, competitive pricing, and innovative structure. Evidence of this effort is seen in the organic growth in our loans. As of June 30, 2014, the Bank’s net loans were $131.5 million, representing 63.8% of total assets, compared to $121.2 million at December 31, 2013, or 58.7% of total assets. These loans were priced based upon the degree of risk, collateral, loan amount, and maturity. We have no loans to foreign entities.

We generally place loans on nonaccrual status when they become 90 days or more past due, unless they are well secured and in the process of collection. We also place loans on nonaccrual status if they are less than 90 days past due if the collection of principal or interest is in doubt. When a loan is placed on nonaccrual status, any interest previously accrued, but not collected, is reversed from income.

Accounting standards require the Bank to identify loans as impaired loans when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. These standards require that impaired loans be valued at the present value of expected future cash flows, discounted at the loan’s effective interest rate, using one of the following methods: the observable market price of the loan or the fair value of the underlying collateral if the loan is collateral dependent. We implement these standards in our monthly review of the adequacy of the allowance for loan losses, and identify and value impaired loans in accordance with regulatory guidance on these standards. Six loans totaling $1,648,000 were deemed to be impaired under the Bank’s policy at June 30, 2014, compared to eight loans totaling $382,000 at December 31, 2013. At June 30, 2014, we had a $1.4 million nonaccruing commercial real estate loan compared to no nonaccruing loans at December 31, 2013. A specific provision of $504,000 has been taken during the three months ended June 30, 2014 in response to the $1.4 million nonaccruing loan.

Our goal is to maintain a high quality of loans through sound underwriting and lending practices. As of June 30, 2014 and December 31, 2013, approximately 79.3% and 78.3%, respectively, of the total loan portfolio was collateralized by commercial and residential real estate mortgages.

Deposits. The major source of the Bank’s funds for lending and other investment purposes are deposits. Total deposits were $181.8 million at June 30, 2014, compared to $183.4 million at December 31, 2013. Although the company continues to make good progress in increasing its deposit base, the decline in total deposits reflects over $12 million in withdrawals from a political action committee account since the end of 2013 related to campaign funding for the November 2014 election.

Borrowings. The Bank has an agreement with the Federal Home Loan Bank of Atlanta (“FHLB”) and pledges its qualified loans as collateral which would allow the Bank, as of June 30, 2014, to borrow up to $30.8 million. There were no advances outstanding at June 30, 2014. We have entered into a repurchase agreement with a client that requires the Company to pledge securities as collateral for borrowing under the agreement. At June 30, 2014 and December 31, 2013, the outstanding balance of such borrowings totaled $2.7 million and $5.7 million, respectively. For the same time periods, the Company pledged securities with a market value of $3.2 million and $5.9 million as collateral for the agreement.

Capital Adequacy. Stockholder’s equity was $20.2 million at June 30, 2014, compared to $16.4 million at December 31, 2013. As of June 30, 2014, no dividends on shares of our common stock had been paid or declared. On December 11, 2013, PMHC commenced a public offering of up to 1,200,000 shares of its common stock for $12.50 per share in order to raise additional capital. This offering is continuing on an ongoing basis through December 31, 2014. PMHC has sold 285,432 shares for net proceeds of $3.3 million as of June 30, 2014.

As of June 30, 2014, the Bank was considered to be “well capitalized” with an 8.96% Tier 1 leverage capital ratio, a 13.18% Tier 1 risk-based capital ratio, and a 14.43% total risk-based capital ratio, above the minimum ratios to be considered “well capitalized.”

Results of Operations

Net interest income constitutes the principal source of income for the Bank and results from the excess of interest income on interest-earning assets over interest expense on interest-bearing liabilities. The principal interest-earning assets are investment securities and loans receivable. Interest-bearing liabilities primarily consist of time deposits, interest-bearing checking accounts, savings deposits, money-market accounts, and other borrowings. Funds attracted by these interest-bearing liabilities are invested in interest-earning assets. Accordingly, net interest income depends upon the volume of average interest-earning assets and average interest-bearing liabilities and the interest rates earned or paid on these assets and liabilities.

The following tables sets forth information regarding: (i) the total dollar amount of interest and dividend income of the Bank from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average costs; (iii) net interest income; (iv) interest rate spread; (v) net interest margin; and (vi) weighted average yields and rates. Yields and costs were derived by dividing annualized income or expense by the average balance of assets or liabilities. The yields and costs depicted in the table include the amortization of fees, which are considered to constitute adjustments to yields (dollars in thousands). As shown in the table, the decrease in yield on interest-earning assets has been partially offset by lower rates on interest-bearing liabilities and a higher ratio of interest-earning assets to interest-bearing liabilities.


	Three Months Ended June 30,
	2014								2013
	Average Balance			Interest and Dividends		Average Yield/ Rate			Average Balance			Interest and Dividends		Average Yield/ Rate
Interest-earning assets:
Loans⁽¹⁾	$	131,119		$	1,693		5.16	%	$	112,841		$	1,535		5.44	%
Securities		42,571			230		2.16			43,419			204		1.88
Other ⁽²⁾		26,541			17		0.26			14,228			9		0.25

Total interest-earning assets		200,231			1,940		3.88			170,488			1,748		4.10

Noninterest-earning assets		8,302								7,731

Total assets	$	208,533							$	178,219

Interest-bearing liabilities:
Savings, NOW and money-market deposits		117,535			135		0.46			101,697			131		0.52
Time deposits <$100,000		3,607			4		0.44			3,477			6		0.69
Time deposits >$100,000		10,456			17		0.65			11,943			24		0.80

Deposits		131,598			156		0.47			117,117			161		0.55
Other borrowings		3,270			8		0.98			5,780			14		.97

Total interest-bearing liabilities		134,868			164		0.49			122,897			175		0.57

Noninterest-bearing deposits		54,216								39,009
Noninterest-bearing liabilities		324								67
Stockholders’ equity		19,125								16,246

Total liabilities and stockholders’ equity	$	208,533							$	178,219


Net interest income				$	1,776							$	1,573

Interest-rate spread							3.39	%							3.53	%

Net interest margin ⁽³⁾							3.55	%							3.69	%

Ratio of average interest-earning assets to average interest-bearing liabilities		148.46	%							138.72	%

⁽¹⁾	Includes loans held for sale and nonaccrual loans.

⁽²⁾	Other interest-earning assets included Federal funds sold and Federal Home Loan Bank stock.

⁽³⁾	Net interest margin is net interest income divided by total interest-earning assets, annualized.


	Six Months Ended June 30,
	2014								2013
	Average Balance			Interest and Dividends		Average Yield/ Rate			Average Balance			Interest and Dividends		Average Yield/ Rate
Interest-earning assets:
Loans⁽¹⁾	$	127,687		$	3,335		5.22	%	$	107,044		$	2,897		5.41	%
Securities		43,122			450		2.09			43,995			415		1.89
Other ⁽²⁾		33,392			42		0.25			17,841			22		0.25

Total interest-earning assets		204,201			3,827		3.75			168,880			3,334		3.95

Noninterest-earning assets		8,959								8,183

Total assets	$	213,160							$	177,063

Interest-bearing liabilities:
Savings, NOW and money-market deposits		116,876			270		0.46			102,617			276		0.54
Time deposits <$100,000		3,640			9		0.49			3,425			13		0.76
Time deposits >$100,000		10,590			35		0.66			12,489			51		0.82

Deposits		131,106			314		0.48			118,531			340		0.57
Other borrowings		4,497			22		0.98			5,772			29		1.00

Total interest-bearing liabilities		135,603			336		0.50			124,303			369		0.59

Noninterest-bearing deposits		58,584								36,127
Noninterest-bearing liabilities		309								358
Stockholders’ equity		18,664								16,275

Total liabilities and stockholders’ equity	$	213,160							$	177,063


Net interest income				$	3,491							$	2,965

Interest-rate spread							3.25	%							3.36	%

Net interest margin ⁽³⁾							3.42	%							3.51	%

Ratio of average interest-earning assets to average interest-bearing liabilities		150.59	%							135.86	%

⁽¹⁾	Includes loans held for sale and nonaccrual loans.

⁽²⁾	Other interest-earning assets included Federal funds sold and Federal Home Loan Bank stock.

⁽³⁾	Net interest margin is net interest income divided by total interest-earning assets, annualized.

Comparison of Operating Results for the Three Months Ended June 30, 2014 and 2013.

Net Income. For the three months ended June 30, 2014, we reported a net loss of $91,000, or ($0.05) per basic and diluted share, compared to net earnings of $270,000, or $0.18 per basic and diluted share, for the three months ended June 30, 2013. The decrease in earnings can be attributed to the higher loan loss provision of $562,000, compared to $138,000 for the same period a year ago; $29,000 in lower noninterest income; and $335,000 in higher noninterest expense which was partially offset by an increase in net interest income of $203,000.

Net Interest Income. Our operating results depend primarily on our net interest income, which is the difference between interest and dividend income on interest-earning assets such as loans and investments, and interest expense on interest-bearing liabilities such as deposits and borrowings. Net interest income was $1.8 million for the three months ended June 30, 2014, compared to $1.6 million for the three months ended June 30, 2013.

Interest Income. Despite generally lower yields on loans since 2011, interest income increased to $1.9 million for the three months ended June 30, 2014, a $192,000, or 11.0%, increase over the three months ended June 30, 2013. The increase was driven by an increase in average loans from $112.8 million for the three months ended June 30, 2013 to $131.1 million for the three months ended June 30, 2014. Also contributing to the increase in total interest income were modest gains in income from securities.

Interest Expense. Interest expense was $164,000 for the three months ended June 30, 2014, compared to $175,000 for the three months ended June 30, 2013. The decrease in interest expense is due to a lower interest rate environment and a shift from interest-bearing to noninterest-bearing deposits. During 2014 and 2013, the Bank aggressively managed interest paid on deposits, decreasing the average rate paid on deposits from 0.55% in the three months ended June 30, 2013 to 0.47% in the three months ended June 30, 2014. Furthermore, the average balance of noninterest-bearing deposits to the average balance of total deposits increased from 25.0% during the three months ended June 30, 2013 to 29.2% during the three months ended June 30, 2014.

Despite the combination of higher interest-earning asset balances, a shift in deposit mix to noninterest-bearing deposits, and decreases in deposit funding costs, the lower average yield on interest earning assets resulted in a 14 basis point decline in the Bank’s net interest margin from 3.69% for the three months ended June 30, 2013, to 3.55% for the same period in 2014.

Provision for Loan Losses. The provision for loan losses is charged to earnings to increase the total loan loss allowance to a level deemed appropriate by management. The provision is based upon the volume and type of lending conducted by the Company, industry standards, general economic conditions, particularly as they relate to our market area, and other factors related to the collectability of the loan portfolio. The provision for loan losses for the three months ended June 30, 2014 was $562,000, compared to $138,000 for the three months ended June 30, 2013. The increase in the provision relates primarily to one impaired and nonaccruing commercial real estate loan in the amount of $1.4 million. Management believes that the ALLL, which was $2.3 million, or 1.75% of gross loans, at June 30, 2014, to be adequate to cover losses inherent in the loan portfolio based on the assessment of the above-mentioned factors affecting the loan portfolio. While management believes the estimates and assumptions used in its determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future losses will not exceed the amount of the established allowance for loan losses or that any increased allowance for loan losses that may be required will not adversely impact our financial condition and results of operations. In addition, the determination of the amount of our allowance for loan losses is subject to review by bank regulators, as part of the routine examination process, which may result in additions to our provision for loan losses based upon their judgment of information available to them at the time of their examination.

Noninterest Income. Noninterest income consists of revenues generated from a broad range of financial services and activities, primarily service charges on deposit accounts, gains on sales of loans and income from bank-owned life insurance.

For the three months ended June 30, 2014, noninterest income decreased $29,000 to $172,000 from the same period in 2013. The decrease is primarily due to a $23,000 decline in mortgage related income which is reflected in gain on sale of loans and in other income. Prime Meridian Bank acted as a mortgage broker in 2013 and as a mini-correspondent in 2014 which changed the classification of some mortgage related income in the two periods. These decreases were partially offset by a $15,000 increase in service charges and fees on deposit accounts quarter over quarter.

Noninterest Expense. Noninterest expense increased $335,000, or 27.5%, from the three months ended June 30, 2013 to the three months ended June 30, 2014, primarily attributed to higher payroll expenses and professional fees. Full-time equivalent employees have increased from thirty-six at June 30, 2013 to forty-two at June 30, 2014, as the Bank continues to position itself for future expansion, while the increase in professional fees relates to increased legal and accounting expenses associated with SEC reporting.

Income Taxes. Income tax expense is based on amounts reported in the statement of operations, after adjustments for nontaxable income and nondeductible expenses, and consists of taxes currently due plus deferred taxes on temporary differences in the recognition of income and expense for tax and financial statement purposes. The income tax benefit was $76,000 for the three months ended June 30, 2014, compared to income tax expense of $148,000 for the three months ended June 30, 2013.

Comparison of Operating Results for the Six Months Ended June 30, 2014 and 2013

Net Income. For the six months ended June 30, 2014, we realized net income of $165,000, or $0.10 per basic and diluted share, compared to $563,000, or $0.38 per basic share and $0.37 per diluted share, realized for the six months ended June 30, 2013. The $398,000 decrease in earnings is attributed to a higher loan loss provision of $591,000 compared to $323,000 for the same period a year ago; a $254,000 decrease in noninterest income; and a $655,000 increase in noninterest expense, which was partially offset by a $526,000 increase in net interest income.

Net Interest Income. Our operating results depend primarily on our net interest income, which is the difference between interest and dividend income on interest-earning assets such as loans and investments, and interest expense on interest-bearing liabilities such as deposits and borrowings. Net interest income was $3.5 million for the six months ended June 30, 2014 compared to $3.0 million for the six months ended June 30, 2013.

Interest Income. For the six months ended June 30, 2014, interest income increased $493,000, or 14.8% over the same period a year ago, due to higher average loan balances. During these same periods, average loans grew from $107.0 million for the first six months of 2013 to $127.7 million for the first six months of 2014.

Interest Expense. During the six months ended June 30, 2014, interest expense decreased $33,000 from the same period a year ago, in response to a lower rate environment on loans and a change in deposit mix. During 2014 and 2013, the Bank aggressively managed interest paid on deposits, decreasing the average rate paid on deposits from 0.57% in the six months ended June 30, 2013 to 0.48% in the six months ended June 30, 2014. Furthermore, the average balance of noninterest-bearing deposits to the average balance of total deposits increased from 23.4% during the six months ended June 30, 2013 to 30.9% during the six months ended June 30, 2014.

Despite the combination of higher interest-earning asset balances, a shift in deposit mix to noninterest-bearing deposits, and decreases in deposit funding costs, the lower average yield on interest earning assets resulted in a 9 basis point decline in the Bank’s net interest margin from 3.51% for the six months ended June 30, 2013, to 3.42% for the same period in 2014.

Provision for Loan Losses. The provision for loan losses for the six months ended June 30, 2014 was $591,000 compared to $323,000 for the six months ended June 30, 2013. The $268,000, or 83.0% increase, in the provision for loan losses is again primarily attributed to one impaired and nonaccruing commercial real estate loan in the amount of $1.4 million. Management believes that the ALLL, which was $2.3 million, or 1.75% of gross loans, at June 30, 2014, to be adequate to cover losses inherent in the loan portfolio based on the assessment of the above-mentioned factors affecting the loan portfolio. While management believes the estimates and assumptions used in its determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future losses will not exceed the amount of the established allowance for loan losses or that any increased allowance for loan losses that may be required will not adversely impact our financial condition and results of operations. In addition, the determination of the amount of our allowance for loan losses is subject to review by bank regulators, as part of the routine examination process, which may result in additions to our provision for loan losses based upon their judgment of information available to them at the time of their examination.

Noninterest Income. For the six months ended June 30, 2014, noninterest income decreased $254,000, or 45.5%, to $304,000 for the six months ended June 30, 2013. The decrease is primarily the result of a $59,000 drop in mortgage related income and fees that are included both in gain on sale of loans and in other income. In addition, a $246,000 gain on a sale of a SBA loan was recorded during the first quarter of 2013; whereas management chose not to sell any SBA loans from our portfolio during the first six months of 2014. The $30,000 increase in service charges and fees partially offset these declines.

Noninterest Expense. For the six months ended June 30, 2014, noninterest expense increased $655,000, or 28.1%, to $3.0 million. The increase is primarily attributable to higher payroll expenses and professional fees. Full-time equivalent employees have increased from thirty-six at June 30, 2013 to forty-two at June 30, 2014, as the Bank continues to position itself for future expansion, while the increase in professional fees relates to increased legal and accounting expenses associated with SEC reporting.

Income Taxes. For the six months ended June 30, 2014, the Company reported income tax expense of 55,000 versus $308,000 from the same period a year ago. The decrease in this expense account resulted from the net loss recorded during the second quarter of 2014.

Liquidity

As a commercial bank, we are expected to maintain an adequate liquidity reserve. Liquidity refers to our ability to maintain cash flow that is adequate to fund operations and meet present and future financial obligations through either the sale or maturity of existing assets or by obtaining additional funding through liability management. The liquidity reserve may consist of cash on hand, cash on demand deposit with correspondent banks, other investments, and short-term marketable securities such as federal funds sold, United States securities, or securities guaranteed by the United States. Some of our securities are pledged to collateralize certain deposits through our participation in the State of Florida’s Qualified Public Deposit Program (“QPD”). We believe that the sources of available liquidity are adequate to meet all reasonably immediate short-term and intermediate-term demands. The market value of securities pledged to the QPD Program as of June 30, 2014, was $2.5 million.

At June 30, 2014, total deposits were $181.8 million, of which $10.3 million were in certificates of deposits of $100,000 or more. Also, as a member of the FHLB, we have access to approximately $30.8 million of available lines of credit secured by qualifying collateral as of June 30, 2014, in addition to $9.1 million in lines of credit we maintain with correspondent banks. As of June 30, 2014, we had no outstanding balances on such lines of credit.

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various transactions that are not included in our consolidated balance sheets. These transactions include commitments to extend credit in the ordinary course of business to approved clients, construction loans in process, unused lines of credit, and standby letters of credit. These instruments may involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

Generally, loan commitments have been granted on a temporary basis for working capital or commercial real estate financing requirements or may be reflective of loans in various stages of funding. These commitments are recorded on our financial statements as they are funded. Commitments typically have fixed expiration dates or other termination clauses and may require payment of a fee. Loan commitments include unused commitments for open-end lines secured by one-to-four family residential properties and commercial properties, commitments to fund loans secured by commercial real estate, construction loans, business lines of credit and other unused commitments.

Standby letters of credit are written conditional commitments issued by us to guarantee the client will fulfill his or her contractual financial obligations to a third party. In the event the client does not perform in accordance with the terms of the agreement with the third party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek recovery from the client.

We minimize our exposure to loss under loan commitments and standby letters of credit by subjecting them to credit approval and monitoring procedures. The effect on our revenues, expenses, cash flows, and liquidity of the unused portions of these commitments cannot be reasonably predicted because there is no guarantee that the lines of credit will be used.

The following is a summary of the total contractual amount of commitments outstanding as of the respective dates (dollars in thousands):


	June 30, 2014

Commitments to extend credit	$	3,468
Construction loans in process		9,771
Unused lines of credit		22,121
Standby financial letters of credit		1,023


Total of off-balance sheet instruments	$	36,383

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that PMHC files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon management’s evaluation of those controls and procedures performed within the 90 days preceding the filing of this Report, our Principal Executive Officer and Principal Financial Officer concluded that, subject to the limitations noted below, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms.

We intend to continually review and evaluate the design and effectiveness of PMHC’s disclosure controls and procedures and to improve the Company’s controls and procedures over time and to correct any deficiencies that we may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company’s business. While we believe the present design of the disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures.

(b) Changes in Internal Controls

We have made no significant changes in our internal controls over financial reporting during the quarter ended June 30, 2014, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

(c) Limitations on the Effectiveness of Controls

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are a party to various matters incidental to the conduct of a banking business. Presently, we believe that we are not a party to any legal proceedings in which resolution would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows, or capital levels.

Item 1A. Risk Factors.

Not Required for Smaller Reporting Companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter ended June 30, 2014, we sold no securities which were not registered under the Securities Act of 1933 and did not repurchase any of our securities.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

The following exhibits are filed with or incorporated by reference into this Report.


Exhibit Number	Description of Exhibit	Incorporated by Reference From or Filed Herewith

3.1	Articles of Incorporation	Exhibit 3.1 to Registration Statement on Form S-1 filed on October 18, 2013

3.2	Bylaws	Exhibit 3.2 to Registration Statement on Form S-1 filed on October 18, 2013

4.1	Specimen Common Stock Certificate	Exhibit 4.1 to Registration Statement on Form S-1 filed on October 18, 2013

4.2	2010 Articles of Share Exchange	Exhibit 4.2 to Registration Statement on Form S-1 filed on October 18, 2013

10.1	2007 Stock Option Plan	Exhibit 10.1 to Registration Statement on Form S-1 filed on October 18, 2013

10.2	Form of Non-Qualified Stock Option Agreement Under 2007 Plan	Exhibit 10.2 to Registration Statement on Form S-1 filed on October 18, 2013

10.3	Form of Incentive Stock Option Agreement Under 2007 Plan	Exhibit 10.3 to Registration Statement on Form S-1 filed on October 18, 2013

10.4	2012 Directors’ Compensation Plan	Exhibit 10.4 to Registration Statement on Form S-1 filed on October 18, 2013

10.5	Lease for Branch Location on Timberlane Road	Exhibit 10.5 to Registration Statement on Form S-1 filed on October 18, 2013

10.6	Agreement for Loan Review Services with Carr, Riggs & Ingram, LLC	Exhibit 10.6 to Registration Statement on Form S-1 filed on October 18, 2013

31.1	Certification Under Section 302 of Sarbanes-Oxley by Sammie D. Dixon, Jr., Principal Executive Officer	Filed herewith

31.2	Certification Under Section 302 of Sarbanes-Oxley by Kathleen C. Jones, Principal Financial Officer	Filed herewith

32.1	Certification by the Chief Executive Officer and the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Sarbanes-Oxley	Filed herewith

99.1	Charter of the Audit Committee	Exhibit 99.1 to Form 10-K filed on March 28, 2014

99.2	Charter of the Compensation Committee	Exhibit 99.2 to Form 10-K filed on March 28, 2014

101.INS	XBRL Instance Document	*

101.SCH	XBRL Taxonomy Extension Schema Document	*

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	*

101.DEF	XBRL Taxonomy Extension Definitions Linkbase Document	*

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	*

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	*

*	Furnished, not filed, for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	PRIME MERIDIAN HOLDING COMPANY

August 13, 2014

Date	By:	/s/ Sammie D. Dixon, Jr.

		Sammie D. Dixon, Jr.
		Chief Executive Officer, President and Principal Executive Officer
August 13, 2014

Date	By:	/s/ Kathleen C. Jones

		Kathleen C. Jones
		Chief Financial Officer, Executive Vice President, and Principal Financial Officer

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