Prime Meridian Holding Co (Form: 10-Q, Received: 08/06/2021 15:34:06)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended

June 30, 2021

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

For the transition period from

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)

1471 Timberlane Road; Tallahassee, Florida	32312
(Address of principal executive offices)	(Zip Code)

(850) 907-2300

(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. ☐ Yes☑ No

Explanatory Note: Prime Meridian Holding Company has filed, on a voluntary basis, all Securities Exchange Act of 1934 reports for the preceding 12 months.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☑ Yes ☐ No

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

Large accelerated filer: ☐	Accelerated filer: ☐
Non-accelerated filer: ☐	Smaller reporting company: ☒
	Emerging growth company: ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class

None.

Trading Symbol(s)

N/A

Name of exchange on which registered

N/A

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 5, 2021: 3,127,730

INDEX

PART I. FINANCIAL INFORMATION	PAGE

Item 1. Financial Statements

Condensed Consolidated Balance Sheets June 30, 2021 (unaudited) and December 31, 2020	2

Condensed Consolidated Statements of Earnings Three and Six Months ended June 30, 2021 and 2020 (unaudited)	3

Condensed Consolidated Statements of Comprehensive Income Three and Six Months ended June 30, 2021 and 2020 (unaudited)	4

Condensed Consolidated Statements of Stockholders’ Equity Three and Six Months ended June 30, 2021 and 2020 (unaudited)	5

Condensed Consolidated Statements of Cash Flows Six Months ended June 30, 2021 and 2020 (unaudited)	6

Notes to Condensed Consolidated Financial Statements (unaudited)	7-24

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25-33

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	37-38

Signatures	39

Certifications

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Condensed Consolidated Balance Sheets

	*June 30,*		*December 31,*
	*2021*		*2020*
(in thousands)		(Unaudited)
Assets
Cash and due from banks	$	11,862	$	5,008
Federal funds sold		97,298		22,561
Interest-bearing deposits		72,439		41,416
Total cash and cash equivalents		181,599		68,985
Debt securities available for sale		63,306		61,879
Loans held for sale		13,736		13,593
Loans, net of allowance for loan losses of $5,899 and $6,092		470,488		476,661
Federal Home Loan Bank stock		366		493
Premises and equipment, net		8,159		8,248
Right of use lease asset		3,363		3,466
Accrued interest receivable		1,751		1,960
Bank-owned life insurance		12,012		10,685
Other assets		1,839		1,324
Total assets	$	756,619	$	647,294

Liabilities and Stockholders' Equity
Liabilities:
Noninterest-bearing demand deposits	$	199,662	$	162,013
Savings, NOW and money-market deposits		433,954		362,147
Time deposits		49,744		56,432
Total deposits		683,360		580,592
Other borrowings		3,075		-
Official checks		965		1,109
Operating lease liability		3,489		3,580
Other liabilities		1,943		1,758
Total liabilities		692,832		587,039
Stockholders' equity:
Preferred stock, undesignated; 1,000,000 shares authorized, none issued or outstanding		-		-
Common stock, $.01 par value; 9,000,000 shares authorized, 3,126,474 and 3,119,471 issued and outstanding		31		31
Additional paid-in capital		38,738		38,568
Retained earnings		24,313		20,255
Accumulated other comprehensive income		705		1,401
Total stockholders' equity		63,787		60,255
Total liabilities and stockholders' equity	$	756,619	$	647,294

See Accompanying Notes to Condensed Consolidated Financial Statements.

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Condensed Consolidated Statements of Earnings (Unaudited)

	*Three Months Ended*					*Six Months Ended*
	*June 30,*					*June 30,*
(in thousands, except per share amounts)	*2021*			*2020*		*2021*			*2020*
Interest income:
Loans	$	5,632		$	4,844	$	11,437		$	9,273
Securities		262			428		511			812
Other		65			62		114			294
Total interest income		5,959			5,334		12,062			10,379
Interest expense:
Deposits		500			737		1,037			1,636
Other borrowings		7			28		7			31
Total interest expense		507			765		1,044			1,667
Net interest income		5,452			4,569		11,018			8,712
Provision (credit) for loan losses		(185	)		1,227		(185	)		1,863
Net interest income after provision for loan losses		5,637			3,342		11,203			6,849
Noninterest income:
Service charges and fees on deposit accounts		56			44		109			108
Debit card/ATM revenue, net		124			79		233			160
Mortgage banking revenue, net		332			219		633			367
Income from bank-owned life insurance		67			40		130			80
Gain on sale of debt securities available for sale		-			-		108			-
Other income		41			32		79			66
Total noninterest income		620			414		1,292			781
Noninterest expense:
Salaries and employee benefits		1,805			1,546		3,657			3,164
Occupancy and equipment		378			381		764			719
Professional fees		120			83		250			174
Marketing		199			100		339			301
FDIC assessment		49			67		119			119
Software maintenance, amortization and other		251			201		501			394
Other		476			441		945			886
Total noninterest expense		3,278			2,819		6,575			5,757
Earnings before income taxes		2,979			937		5,920			1,873
Income taxes		717			217		1,424			437
Net earnings	$	2,262		$	720	$	4,496		$	1,436

Earnings per common share:
Basic	$	0.72		$	0.23	$	1.44		$	0.45
Diluted		0.72			0.23		1.44			0.45
Cash dividends per common share		-			-		0.14			0.12

See Accompanying Notes to Condensed Consolidated Financial Statements.

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	*Three Months Ended*						*Six Months Ended*
	*June 30,*						*June 30,*
(in thousands)	*2021*			*2020*			*2021*			*2020*
Net earnings	$	2,262		$	720		$	4,496		$	1,436
Other comprehensive income:
Change in unrealized gain on debt securities available for sale:
Unrealized gain (loss) arising during the period		411			729			(825	)		1,547
Reclassification adjustment for realized gain		-			-			(108	)		-
Net change in unrealized gain (loss)		411			729			(933	)		1,547
Deferred income tax (expense) benefit on above change		(104	)		(184	)		237			(391	)
Total other comprehensive income (loss)		307			545			(696	)		1,156
Comprehensive income	$	2,569		$	1,265		$	3,800		$	2,592

See Accompanying Notes to Condensed Consolidated Financial Statements.

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders' Equity

Three and Six Months ended June 30 2021 and 2020

													*Accumulated*
							*Additional*						*Other*			*Total*
	*Common Stock*						*Paid-in*			*Retained*			*Comprehensive*			*Stockholders'*
	*Shares*			*Amount*			*Capital*			*Earnings*			*Income*			*Equity*
(dollars in thousands)
*Balance at December 31, 2019*		3,191,288		$	32		$	39,456		$	16,180		$	200		$	55,868
Net earnings for the three months ended March 31, 2020 (unaudited)		-			-			-			716			-			716
Dividends paid (unaudited)		-			-			-			(383	)		-			(383	)
Net change in unrealized gain on debt securities available for sale, net of income tax expense (unaudited)		-			-			-			-			611			611
Stock options exercised (unaudited)		2,000			-			25			-			-			25
Common stock retirement (unaudited)		(82,784	)		(1	)		(1,216	)		-			-			(1,217	)
Common stock issued as compensation to directors (unaudited)		995			-			20			-			-			20
Issuance of restricted stock (unaudited)		3,835			-			-			-			-			-
Stock-based compensation (unaudited)		-			-			51			-			-			51
*Balance at March 31, 2020 (unaudited)*		3,115,334		$	31		$	38,336		$	16,513		$	811		$	55,691
Net earnings for the three months ended June 30, 2020 (unaudited)		-			-			-			720			-			720
Net change in unrealized gain on debt securities available for sale, net of income tax expense (unaudited)		-			-			-			-			545			545
Common stock issued as compensation to directors (unaudited)		1,165			-			21			-			-			21
Stock-based compensation (unaudited)		-			-			55			-			-			55
*Balance at June 30, 2020 (unaudited)*		3,116,499		$	31		$	38,412		$	17,233		$	1,356		$	57,032

*Balance at December 31, 2020*		3,119,471		$	31		$	38,568		$	20,255		$	1,401		$	60,255
Net earnings for the three months ended March 31, 2021 (unaudited)		-			-			-			2,234			-			2,234
Dividends paid (unaudited)		-			-			-			(438	)		-			(438	)
Net change in unrealized loss on debt securities available for sale, net of income tax benefit (unaudited)		-			-			-			-			(1,003	)		(1,003	)
Stock options exercised (unaudited)		120			-			2			-			-			2
Common stock issued as compensation to directors (unaudited)		1,122			-			22			-			-			22
Issuance of restricted stock (unaudited)		4,081			-			-			-			-			-
Stock-based compensation (unaudited)		-			-			57			-			-			57
*Balance at March 31, 2021 (unaudited)*		3,124,794		$	31		$	38,649		$	22,051		$	398		$	61,129
Net earnings for the three months ended June 30, 2021 (unaudited)		-			-			-			2,262			-			2,262
Net change in unrealized gain on debt securities available for sale, net of income tax expense (unaudited)		-			-			-			-			307			307
Common stock issued as compensation to directors (unaudited)		1,680			-			33			-			-			33
Stock-based compensation (unaudited)		-			-			56			-			-			56
*Balance at June 30, 2021 (unaudited)*		3,126,474		$	31		$	38,738		$	24,313		$	705		$	63,787

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flow (Unaudited)


	*Six Months Ended June 30,*
(in thousands)	*2021*			*2020*
Cash flows from operating activities:
Net earnings	$	4,496		$	1,436
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		335			322
Provision (credit) for loan losses		(185	)		1,863
Net (accretion) amortization of deferred loan (fees) and costs		(1,382	)		19
Gain on sale of debt securities available for sale		(108	)		-
Net amortization of premiums and discounts on debt securities available for sale		168			192
Gain on sale of loans held for sale		(633	)		(367	)
Proceeds from the sale of loans held for sale		108,180			65,541
Loans originated as held for sale		(107,690	)		(67,930	)
Stock issued as compensation		55			41
Stock-based compensation expense		113			106
Income from bank-owned life insurance		(130	)		(80	)
Net decrease (increase) in accrued interest receivable		209			(586	)
Net change in operating leases		12			12
Net (increase) decrease in other assets		(278	)		39
Net increase in other liabilities and official checks		41			3,240
Net cash provided by operating activities		3,203			3,848
Cash flows from investing activities:
Loan originations, net of principal repayments		7,740			(106,980	)
Purchase of debt securities available for sale		(18,903	)		(13,726	)
Principal repayments of debt securities available for sale		7,594			6,998
Proceeds from sale of debt securities available for sale		5,874			-
Maturities and calls of debt securities available for sale		3,015			2,518
Repurchase (purchase) of Federal Home Loan Bank stock		127			(89	)
Purchase of bank owned life insurance		(1,197	)		-
Purchase of premises and equipment		(246	)		(765	)
Net cash provided by (used in) investing activities		4,004			(112,044	)
Cash flows from financing activities:
Net increase in deposits		102,768			98,250
Change in other borrowings		3,075			(1,254	)
Proceeds from stock options exercised		2			25
Common stock retirement		-			(1,217	)
Common stock dividends paid		(438	)		(383	)
Net cash provided by financing activities		105,407			95,421
Net increase (decrease) in cash and cash equivalents		112,614			(12,775	)
Cash and cash equivalents at beginning of period		68,985			75,082
Cash and cash equivalents at end of period	$	181,599		$	62,307
Supplemental disclosure of cash flow information
Cash paid during the period:
Interest	$	1,058		$	1,686
Income taxes	$	1,470		$	60
Noncash transactions:
Accumulated other comprehensive income (loss), net change in unrealized (loss) gain on debt securities available for sale, net of taxes	$	(696	)	$	1,156
Loans transferred to other real estate owned	$	-		$	234

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 (“PMHG”) owns 100% of the outstanding common stock of Prime Meridian Bank (the "Bank") (collectively the "Company"). PMHG’s primary activity is the operation of the Bank. The Bank is a Florida state-chartered commercial bank, and 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 clients through its four banking offices located in Tallahassee, Crawfordville, and Lakeland, Florida and its online banking platform.

The accounting and financial reporting policies of the Company conform, in all material respects, to accounting principles generally accepted in the United States (“GAAP”) and to general practices within the banking industry. The condensed consolidated financial statements in the Quarterly Report on Form 10-Q have not been audited by an independent registered public accounting firm, but in the opinion of management, reflect all necessary adjustments for a fair presentation of the Company’s condensed consolidated financial position and condensed consolidated results of operations. All adjustments were of a normal and recurring nature. The condensed consolidated financial statements have been prepared in accordance with GAAP and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (the “SEC”). Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial presentation and should be read in conjunction with our consolidated financial statements, and notes thereto, for the year ended December 31, 2020, included in our Annual Report on Form 10-K filed with the SEC on March 22, 2021. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year or any future period.

Comprehensive Income. GAAP generally requires that recognized revenue, expenses, gains and losses be included in earnings. Although certain changes in assets and liabilities, such as unrealized gains and losses on debt securities available for sale, are reported as a separate component of the equity section of the condensed consolidated balance sheet, such items along with net earnings, are components of comprehensive income. The only component of other comprehensive income (loss) is the net change in the unrealized gain (loss) on debt securities available for sale.

Stock-Based Compensation. The Company expenses the fair value of stock options and restricted stock granted. The Company recognizes stock-based compensation expense in the condensed consolidated statements of earnings over the vesting period.

Mortgage Banking Revenue. Mortgage banking revenue includes gains and losses on the sale of mortgage loans originated for sale and wholesale brokerage fees, net of commissions and deferred loan costs. The Company recognizes mortgage banking revenue from mortgage loans originated in the condensed consolidated statements of earnings upon sale of the loans.

Debit Card / ATM Revenue. Debit card/ATM revenue primarily includes interchange income from client use of consumer and business debit cards. Interchange income is paid by a merchant bank to the card-issuing bank through the interchange network. Interchange fees are set by the credit card associations and based on cardholder purchase volumes and purchase types. Also included in debit card/ATM revenue are ATM foreign fee income and ATM non-client ACH credits. This revenue line is shown net of debit card fees and ATM program expenses.

Reclassifications. Certain reclassifications of prior period amounts have been made to conform to the current period presentation.

Derivatives. The Company enters into interest rate swaps in order to provide commercial loan clients the ability to swap from variable to fixed interest rates. Under these agreements, the Company enters into a variable rate loan with a client in addition to a swap agreement. This swap agreement effectively converts the client’s variable rate loan into a fixed rate. The Company then enters into a matching swap agreement with a third-party dealer in order to offset its exposure on the client swap. The Company does not use derivatives for trading purposes. The derivative transactions are considered instruments with no hedging designation, otherwise known as stand-alone derivatives.

Recent Accounting Standards Update.

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses (Topic 326). The ASU improves financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by the Company. The ASU requires the Company to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. The Company will continue to use judgment to determine which loss estimation method is appropriate for its circumstances. The ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization's portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the condensed consolidated financial statements. Additionally, the ASU amends the accounting for credit losses on debt securities available for sale and purchased financial assets with credit deterioration. The new guidance was originally set to be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. However, on October 16, 2019, FASB approved an Accounting Standards Update that grants private companies, non-for-profit organizations and certain small public companies until January, 2023 to implement this ASU. The Company is classified as a small reporting company who would qualify for this additional time to implement this ASU. The Company is still in the process of determining the effect of the ASU on its condensed consolidated financial statements.

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(2)

Debt Securities Available for Sale

Debt securities are classified according to management's intent. The amortized cost of debt securities and fair values are as follows:

			*Gross*		*Gross*
	*Amortized*		*Unrealized*		*Unrealized*			*Fair*
	*Cost*		*Gains*		*Losses*			*Value*
(in thousands)
*At June 30, 2021*
U.S. Government agency securities	$	1,053	$	1	$	-		$	1,054
Municipal securities		16,520		469		(118	)		16,871
Mortgage-backed securities		39,909		740		(196	)		40,453
Asset-backed securities		4,879		56		(7	)		4,928
Total	$	62,361	$	1,266	$	(321	)	$	63,306

*At December 31, 2020*
U.S. Government agency securities	$	170	$	2	$	-		$	172
Municipal securities		15,500		626		-			16,126
Mortgage-backed securities		39,151		1,300		(13	)		40,438
Asset-backed securities		5,180		9		(46	)		5,143
Total	$	60,001	$	1,937	$	(59	)	$	61,879

The following table summarizes the sale of debt securities available for sale.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2021		2020		2021		2020
Proceeds from sale of debt securities	$	-	$	-	$	5,874	$	-
Gross gains		-		-		108		-
Gross losses		-		-		-		-
Net gain on sale of debt securities	$	-	$	-	$	108	$	-

Debt securities with gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows:

	*Less Than Twelve Months*					*Over Twelve Months*
	*Gross*					*Gross*
	*Unrealized*			*Fair*		*Unrealized*			*Fair*
	*Losses*			*Value*		*Losses*			*Value*
(in thousands)
*At June 30, 2021*
Municipal securities	$	(118	)	$	7,474	$	-		$	-
Mortgage-backed securities		(196	)		12,247		-			2,060
Asset-backed securities		-			-		(7	)		1,526
Total	$	(314	)	$	19,721	$	(7	)	$	3,586

*At December 31, 2020*
Mortgage-backed securities	$	(5	)	$	992	$	(8	)	$	767
Asset-backed securities		-			-		(46	)		3,494
Total	$	(5	)	$	992	$	(54	)	$	4,261

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(2)

Debt Securities Available for Sale, Continued

The unrealized losses at June 30, 2021 and December 31, 2020 on fourteen and seven securities, respectively, 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. Debt securities available for sale measured at fair value on a recurring basis are summarized below:

			*Fair Value Measurements Using*
			*Quoted Prices*
			*In Active*		*Significant*
			*Markets for*		*Other*		*Significant*
			*Identical*		*Observable*		*Unobservable*
	*Fair*		*Assets*		*Inputs*		*Inputs*
	*Value*		*(Level 1)*		*(Level 2)*		*(Level 3)*
(in thousands)
*At June 30, 2021*
U.S. Government agency securities	$	1,054	$	-	$	1,054	$	-
Municipal securities		16,871		-		16,871		-
Mortgage-backed securities		40,453		-		40,453		-
Asset-backed securities		4,928		-		4,928		-
Total	$	63,306	$	-	$	63,306	$	-

*At December 31, 2020*
U.S. Government agency securities	$	172	$	-	$	172	$	-
Municipal securities		16,126		-		16,126		-
Mortgage-backed securities		40,438		-		40,438		-
Asset-backed securities		5,143		-		5,143		-
Total	$	61,879	$	-	$	61,879	$	-

The scheduled maturities of debt securities are as follows:

	At June 30, 2021
	Amortized		Fair
	Cost		Value
(in thousands)
Due in one to five years	$	412	$	435
Due in five to ten years		9,158		9,199
Due after ten years		12,882		13,219
Mortgage-backed securities		39,909		40,453
Total	$	62,361	$	63,306

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans

Segments and classes of loans, excluding loans held for sale, are as follows:


(in thousands)	*At June 30, 2021*			*At December 31, 2020*
Real estate mortgage loans:
Commercial	$	136,514		$	133,473
Residential and home equity		169,977			158,120
Construction		44,256			44,466
Total real estate mortgage loans		350,747			336,059

Commercial loans		121,032			141,542
Consumer and other loans		6,359			6,312
Total loans		478,138			483,913

Add (deduct):
Net deferred loan fees		(1,751	)		(1,160	)
Allowance for loan losses		(5,899	)		(6,092	)
Loans, net	$	470,488		$	476,661

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued

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

	*Real Estate Mortgage Loans*
			*Residential*									*Consumer*
			*and Home*						*Commercial*			*and Other*			*Unallocated*
(in thousands)	*Commercial*		*Equity*			*Construction*			*Loans*			*Loans*			*Reserves*			*Total*
*Three Month Period Ended June 30, 2021*
Beginning balance	$	1,498	$	1,857		$	550		$	1,430		$	72		$	690		$	6,097
Provision (credit) for loan losses		34		146			(12	)		(239	)		15			(129	)		(185	)
Net (charge-offs) recoveries		-		(16	)		-			11			(8	)		-			(13	)
Ending balance	$	1,532	$	1,987		$	538		$	1,202		$	79		$	561		$	5,899
*Three Month Period Ended June 30, 2020*
Beginning balance	$	1,182	$	1,612		$	472		$	1,315		$	126		$	-		$	4,707
Provision (credit) for loan losses		31		58			42			882			(22	)		236			1,227
Net (charge-offs) recoveries		-		(33	)		-			(661	)		8			-			(686	)
Ending balance	$	1,213	$	1,637		$	514		$	1,536		$	112		$	236		$	5,248

*Six Month Period Ended June 30, 2021*
Beginning balance	$	1,500	$	1,827		$	539		$	1,592		$	75		$	559		$	6,092
Provision (credit) for loan losses		32		176			(1	)		(409	)		15			2			(185	)
Net (charge-offs) recoveries		-		(16	)		-			19			(11	)		-			(8	)
Ending balance	$	1,532	$	1,987		$	538		$	1,202		$	79		$	561		$	5,899
*Six Month Period Ended June 30, 2020*
Beginning balance	$	1,046	$	1,573		$	415		$	1,284		$	96		$	-		$	4,414
Provision (credit) for loan losses		167		112			99			1,228			21			236			1,863
Net (charge-offs) recoveries		-		(48	)		-			(976	)		(5	)		-			(1,029	)
Ending balance	$	1,213	$	1,637		$	514		$	1,536		$	112		$	236		$	5,248

*At June 30, 2021*
Individually evaluated for impairment:
Recorded investment	$	-	$	-		$	-		$	-		$	-		$	-		$	-
Balance in allowance for loan losses	$	-	$	-		$	-		$	-		$	-		$	-		$	-
Collectively evaluated for impairment:
Recorded investment	$	136,514	$	169,977		$	44,256		$	121,032		$	6,359		$	-		$	478,138
Balance in allowance for loan losses	$	1,532	$	1,987		$	538		$	1,202		$	79		$	561		$	5,899

*At December 31, 2020*
Individually evaluated for impairment:
Recorded investment	$	-	$	666		$	-		$	585		$	-		$	-		$	1,251
Balance in allowance for loan losses	$	-	$	-		$	-		$	179		$	-		$	-		$	179
Collectively evaluated for impairment:
Recorded investment	$	133,473	$	157,454		$	44,466		$	140,957		$	6,312		$	-		$	482,662
Balance in allowance for loan losses	$	1,500	$	1,827		$	539		$	1,413		$	75		$	559		$	5,913

(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 Company identifies the portfolio segments and classes as follows:

Real Estate Mortgage Loans. Real estate mortgage loans are typically divided into three classes: commercial, residential and home equity, and construction loans.

Commercial. 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 are 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 a market index rate. At times, a rate may be fixed for longer than five years. As part of our credit underwriting standards, the Company 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 and 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 flows and evaluate collateral value. Currently, the collateral securing our commercial real estate loans includes 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 consumer real estate loan portfolio.

Residential and Home Equity. The Company offers first and second one-to-four family mortgage loans and home equity lines of credit; the collateral for these loans is generally 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. The nonowner-occupied investment properties are more similar in risk to commercial real estate loans, and therefore, are underwritten by assessing the property’s income potential and appraised value. In both cases, we underwrite the borrower’s financial condition and evaluate his or her global cash flow position. 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, 5-year, 7-year, or 10-year adjustable rate mortgage; while 15-year or 30-year fixed-rate loans are generally sold in the secondary market.

Construction. Typically, these loans have a construction period of one to two years and the interest is paid monthly. Once the construction period terminates, some of these loans convert to a term loan with a maturity of one to ten years. 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 Company offers a wide range of commercial loans, including business term loans, equipment financing, lines of credit, and U.S. Small Business Administration (SBA) loans, including Paycheck Protection Program ("PPP") loans. 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 and do not require a formal valuation of the business collateral. When commercial loans are secured by specifically identified collateral, then the valuation of the 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. The Bank currently offers SBA 504 and SBA 7A loans. SBA 504 loans provide financing for major fixed assets such as real estate and equipment while SBA 7A loans are generally used to establish a new business or assist in the acquisition, operation, or expansion of an existing business. With both SBA loan programs, there are set eligibility requirements and underwriting standards outlined by SBA that can change as the government alters its fiscal policy. 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 and Other Loans. 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:

	Real Estate Mortgage Loans
			Residential						Consumer
			and Home				Commercial		and Other
(in thousands)	Commercial		Equity		Construction		Loans		Loans		Total
*At June* *30, 2021*
Grade:
Pass	$	133,514	$	166,958	$	44,135	$	120,702	$	6,314	$	471,623
Special mention		3,000		3,019		121		200		45		6,385
Substandard		-		-		-		130		-		130
Doubtful		-		-		-		-		-		-
Loss		-		-		-		-		-		-
Total	$	136,514	$	169,977	$	44,256	$	121,032	$	6,359	$	478,138

*At December* *31, 2020*
Grade:
Pass	$	130,846	$	156,985	$	43,622	$	140,370	$	6,278	$	478,101
Special mention		2,627		469		844		405		34		4,379
Substandard		-		666		-		767		-		1,433
Doubtful		-		-		-		-		-		-
Loss		-		-		-		-		-		-
Total	$	133,473	$	158,120	$	44,466	$	141,542	$	6,312	$	483,913

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. Furthermore, construction loans, nonowner-occupied commercial real estate loans, and commercial loan relationships in excess of $500,000 are reviewed at least annually. The Company determines the appropriate loan grade during the renewal process and reevaluates the loan grade in situations when a loan becomes past due.

Loans excluded from the review process above are generally classified as pass credits until: (a) they become past due; (b) management becomes aware of deterioration in the credit worthiness of the borrower; or (c) the client 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:

	*Accruing Loans*
					*Greater Than*
	*30-59 Days*		*60-89 Days*		*90 Days*		*Total Past*				*Nonaccrual*		*Total*
(in thousands)	*Past Due*		*Past Due*		*Past Due*		*Due*		*Current*		*Loans*		*Loans*
*At June 30, 2021*
Real estate mortgage loans:
Commercial	$	-	$	-	$	-	$	-	$	136,514	$	-	$	136,514
Residential and home equity		218		309		-		527		169,450		-		169,977
Construction		-		-		-		-		44,256		-		44,256
Commercial loans		481		-		-		481		120,551		-		121,032
Consumer and other loans		14		-		-		14		6,345		-		6,359
Total	$	713	$	309	$	-	$	1,022	$	477,116	$	-	$	478,138

*At December 31, 2020*
Real estate mortgage loans:
Commercial	$	-	$	-	$	-	$	-	$	133,473	$	-	$	133,473
Residential and home equity		536		-		-		536		156,918		666		158,120
Construction		195		-		-		195		44,271		-		44,466
Commercial loans		-		-		-		-		140,957		585		141,542
Consumer and other loans		-		-		-		-		6,312		-		6,312
Total	$	731	$	-	$	-	$	731	$	481,931	$	1,251	$	483,913

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued

There were no impaired loans at June 30, 2021. The following table summarizes the amount of impaired loans at December 31, 2020:

	*With No Related*
	*Allowance Recorded*				*With an Allowance Recorded*						*Total*
			*Unpaid*				*Unpaid*						*Unpaid*
			*Contractual*				*Contractual*						*Contractual*
	*Recorded*		*Principal*		*Recorded*		*Principal*		*Related*		*Recorded*		*Principal*		*Related*
(in thousands)	*Investment*		*Balance*		*Investment*		*Balance*		*Allowance*		*Investment*		*Balance*		*Allowance*
*At December 31, 2020*
Real estate mortgage loans-
Residential and home equity	$	666	$	666	$	-	$	-	$	-	$	666	$	666	$	-
Commercial loans		-		-		585		585		179		585		585		179
Total	$	666	$	666	$	585	$	585	$	179	$	1,251	$	1,251	$	179

There were no collateral dependent loans measured at fair value on a nonrecurring basis at December 31, 2020.

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

	*Three Months Ended June 30,*
	*2021*						*2020*
	*Average*		*Interest*		*Interest*		*Average*		*Interest*		*Interest*
	*Recorded*		*Income*		*Income*		*Recorded*		*Income*		*Income*
(in thousands)	*Investment*		*Recognized*		*Received*		*Investment*		*Recognized*		*Received*
Real estate mortgage loans:
Commercial	$	-	$	-	$	-	$	298	$	5	$	4
Residential and home equity		471		1		-		929		-		-
Commercial loans		510		-		-		1,505		3		3
Consumer		-		-		-		26		-		-
Total	$	981	$	1	$	-	$	2,758	$	8	$	7

	*Six Months Ended June 30,*
	*2021*						*2020*
	*Average*		*Interest*		*Interest*		*Average*		*Interest*		*Interest*
	*Recorded*		*Income*		*Income*		*Recorded*		*Income*		*Income*
(in thousands)	*Investment*		*Recognized*		*Received*		*Investment*		*Recognized*		*Received*
Real estate mortgage loans:
Commercial	$	-	$	-	$	-	$	484	$	12	$	11
Residential and home equity		449		1		-		906		-		-
Commercial loans		351		-		-		1,531		7		7
Consumer		-		-		-		13		-		-
Total	$	800	$	1	$	-	$	2,934	$	19	$	18

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)

Loans, Continued

The restructuring of a loan constitutes a troubled debt restructuring (“TDR”) if the creditor grants a concession to the debtor that it would not otherwise consider in the normal course of business. A concession may include an extension of repayment terms which would not normally be granted, a reduction in interest rate or the forgiveness of principal and/or accrued interest. All TDRs are evaluated individually for impairment on a quarterly basis as part of the allowance for loan losses calculation. During the period of national emergency related to the COVID-19 pandemic, the banking regulatory agencies have confirmed with FASB that certain short-term loan modifications made in response to the pandemic's effects on borrowers should not be considered to be TDRs. The Company entered into no new TDRs during the three and six months ended June 30, 2021 and 2020. At June 30, 2021, the Company had no loans identified as TDRs.

(4)

Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The Bank is subject to the Basel III capital level threshold requirements under the Prompt Corrective Action regulations. These regulations were designed to ensure that banks maintain strong capital positions even in the event of severe economic downturns or unforeseen losses.

The Bank is subject to the capital conservation buffer rules which place limitations on distributions, including dividend payments, and certain discretionary bonus payments to executive officers. In order to avoid these limitations, a bank must hold a capital conservation buffer above its minimum risk-based capital requirements. As of June 30, 2021, the Bank’s capital conservation buffer exceeded the minimum requirement of 2.50%.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and percentages (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of June 30, 2021, that the Bank meets all capital adequacy requirements to which it is subject.

As of June 30, 2021, the Bank is well capitalized under the regulatory framework for prompt corrective action. To be categorized as adequately capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage percentages as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category. The Bank’s actual capital amounts and percentages are also presented in the following table.

						*For Capital Adequacy*					*For Well Capitalized*
	*Actual*					*Purposes*					*Purposes*
(dollars in thousands)	*Amount*		*Percentage*			*Amount*		*Percentage*			*Amount*		*Percentage*
As of June 30, 2021
Tier 1 Leverage Capital	$	65,946		9.01	%	$	29,274		4.00	%	$	36,592		5.00	%
Common Equity Tier 1 Risk-based Capital		65,946		13.87			21,403		4.50			30,916		6.50
Tier 1 Risk-based Capital		65,946		13.87			28,538		6.00			38,050		8.00
Total Risk-based Capital		71,845		15.11			38,050		8.00			47,563		10.00

As of December 31, 2020
Tier 1 Leverage Capital	$	57,800		9.09	%	$	25,421		4.00	%	$	31,776		5.00	%
Common Equity Tier 1 Risk-based Capital		57,800		13.29			19,575		4.50			28,275		6.50
Tier 1 Risk-based Capital		57,800		13.29			26,100		6.00			34,799		8.00
Total Risk-based Capital		63,245		14.54			34,799		8.00			43,499		10.00

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(5)	Earnings Per Share

Earnings per share, (“EPS”) have been computed on the basis of the weighted-average number of shares of common stock outstanding. For the three and six months ended June 30, 2021 and 2020, outstanding stock options are considered dilutive securities for purposes of calculating diluted EPS which was computed using the treasury stock method.

	*2021*						*2020*
			*Weighted-*		*Per*				*Weighted-*		*Per*
			*Average*		*Share*				*Average*		*Share*
(dollars in thousands, except per share amounts)	*Earnings*		*Shares*		*Amount*		*Earnings*		*Shares*		*Amount*
*Three Months Ending June 30:*
Basic EPS:
Net earnings	$	2,262		3,126,197	$	0.72	$	720		3,116,307	$	0.23
Effect of dilutive securities-incremental shares from assumed conversion of options				12,982						63
Diluted EPS:
Net earnings	$	2,262		3,139,179	$	0.72	$	720		3,116,370	$	0.23

*Six Months Ending June 30:*
Basic EPS:
Net earnings	$	4,496		3,124,889	$	1.44	$	1,436		3,150,082	$	0.45
Effect of dilutive securities-incremental shares from assumed conversion of options				3,296						158
Diluted EPS:
Net earnings	$	4,496		3,128,185	$	1.44	$	1,436		3,150,240	$	0.45

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(6)	Stock Benefit Plans

2015 Stock Incentive Compensation Plan

The 2015 Stock Incentive Compensation Plan (the “2015 Plan”) was approved by the shareholders at the Company’s annual meeting of shareholders on May 20, 2015 and permits the Company to grant the Company’s key employees and directors stock options, stock appreciation rights, performance shares, and phantom stock. Under the 2015 Plan, the number of shares which may be issued is 500,000, but in no instance more than 15% of the issued and outstanding shares of the Company’s common stock.

As of June 30, 2021, 191,398 shares are available to be issued as restricted stock or underlying options. A summary of the stock option activity for the six months ended June 30, 2021 and 2020 is as follows:

						*Weighted-*
				*Weighted-*		*Average*
				*Average*		*Remaining*		*Aggregate*
	*Number of*			*Exercise*		*Contractual*		*Intrinsic*
	*Options*			*Price*		*Term (years)*		*Value*
Outstanding at December 31, 2019		272,267		$	19.80
Options granted		15,000		$	20.05
Options forfeited		(110	)	$	20.09
Outstanding on June 30, 2020		287,157		$	19.82
Options forfeited		(15,100	)		20.05
Outstanding at December 31, 2020		272,057		$	19.80
Options exercised		(120	)	$	20.09
Options forfeited		(6,000	)	$	20.09
Outstanding at June 30, 2021		265,937		$	19.80		6.30	$	83,000
Exercisable at June 30, 2021		164,537		$	19.60		5.88	$	83,000

The fair value of shares vested and recognized as compensation expense was $56,000 and $55,000 for the three months ended June 30, 2021 and 2020, and $113,000 and $106,000 for the six months ended June 30, 2021 and 2020 respectively. These amounts include expense of $18,000 and $12,000 recognized on restricted common stock shares issued during the three months ended June 30, 2021 and 2020 and $34,000 and $22,000 for the six months ended June 30, 2021 and 2020, respectively. The deferred tax benefit related to stock options was $5,000 for both the three months ended June 30, 2021 and 2020, and $10,000 for both the six months ended June 30, 2021 and 2020, respectively. At June 30, 2021, there was $295,000 in unrecognized compensation expense related to unvested share-based compensation arrangements granted under the 2015 Plan, with an average remaining life of 1.8 years.

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(6)	Stock Benefit Plans, Continued

Directors’ Plan

In 2012, the Company’s Board of Directors and shareholders adopted the Directors’ Plan. The Directors’ Plan permits the Company’s and the Bank’s non-employee directors to elect to receive any compensation to be paid to them in shares of the Company’s common stock. Pursuant to the Directors’ Plan, each non-employee director is permitted to make an election to receive shares of stock instead of cash. To encourage directors to elect to receive stock, the Directors’ Plan provides that if a director elects to receive stock, he or she will receive in common stock 110% of the amount of cash fees set by the Board or the Compensation Committee. The value of stock to be awarded pursuant to the Directors’ Plan will be the closing price of a share of common stock as traded on the Over-the-Counter Bulletin Board, or a price set by the Board or its Compensation Committee, acting in good faith, but in no case less than fair market value. The maximum number of shares to be issued pursuant to the Directors’ Plan is limited to 74,805 shares. For the three months ended June 30, 2021 and 2020, our directors received 1,680 and 1,165 shares of common stock, respectively, in lieu of cash fees calculated at 110% to be $33,000 and $21,000, respectively. For the six months ended June 30, 2021 and 2020, our directors received 2,802 and 2,160 shares of common stock, respectively, in lieu of cash fees calculated at 110% to be $55,000 and $41,000, respectively. At June 30, 2021, 43,906 shares remained available for grant.

Restricted Stock

During the six months ended June 30, 2021 and 2020, the Company issued 4,081 and 3,835 restricted common stock shares, respectively, to its CEO as part of his bonus incentive earned for the Company’s performance in 2020 and 2019, respectively. The restricted stock awards are on a three-year vesting schedule. Holders of restricted stock have the right to vote and the right to receive dividends declared on common stock, if any. A summary of restricted stock transactions follows:

				*Wtd-Avg*
				*Grant-Date*
	*Number of*			*Fair Value*			*Grant-Date Fair*
	*Shares*			*per Share*			*Value*

Non-vested restricted stock outstanding at December 31, 2019		3,600		$	18.52		$	67,000
Non-vested restricted stock granted in 2020		3,835			20.40			78,000
Restricted stock shares vested in 2020		(1,200	)		(18.52	)		(22,000	)
Non-vested restricted stock outstanding at December 31, 2020		6,235		$	19.64		$	123,000
Non-vested restricted stock granted in 2021		4,081		$	18.04			74,000
Restricted stock shares vested in 2021		(2,478	)		19.49			(48,000	)
Non-vested restricted stock outstanding at June 30, 2021		7,838		$	18.88		$	149,000

During the six months ended June 30, 2021 and 2020, the Company recognized $34,000 and $22,000, respectively, as expense. At June 30, 2021, the Company had $120,000 in unrecognized expense to be recognized over a weighted-average period of 2.0 years.

(7)

Federal Home Loan Bank Advances and Other Borrowings

Federal Home Loan Bank (“FHLB”) advances are collateralized by a blanket lien on qualifying residential real estate, commercial real estate, home equity lines of credit and multi-family loans. Under this blanket lien, the Company could borrow up to $52.8 million at June 30, 2021. At June 30, 2021 and December 31, 2020, the Company had no outstanding loans under this line.

In 2020, the Company entered into a Promissory Note (the "Note") and a Security Agreement with Thomasville National Bank ("TNB"). Pursuant to the Note, the Company obtained a $15 million revolving line of credit with a 5-year term. The initial interest rate on the line of credit is 3.25% and will adjust daily to the then-current Wall Street Journal Prime Rate. Pursuant to the Security Agreement, the Company has pledged to TNB all of the outstanding shares of common stock of the Company's wholly-owned subsidiary, the Bank. At June 30, 2021, the Company reported a $3,075,000 outstanding loan balance and $7,000 in year-to-date interest expense under this line of credit.

(8)

Derivative Financial Instruments

The Company has entered into interest rate swaps in order to provide commercial real estate loan clients the ability to swap from variable to fixed interest rates. Under these agreements, the Company enters into a variable rate loan with a client at a specified index (Wall Street Journal Prime Lending Rate) in addition to a borrower swap agreement. This swap agreement effectively converts the client’s variable rate loan into a fixed rate. The Company then enters into a matching swap agreement with a third-party dealer counterparty in order to offset its exposure on the borrower swap. These interest rate swaps are considered derivative financial instruments. These derivative instruments involve both credit and market risk. The notional amounts are amounts on which calculations, payments, and the value of the derivatives are based. Notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any, over the life of the contract. Such differences, which represent the fair value of the derivative instruments, are included in “other assets” and “other liabilities” on the Company’s condensed consolidated balance sheets, and the net change in each of these financial statement line items in the accompanying condensed consolidated statements of cash flows. The derivative transactions are considered instruments with no hedging designation, otherwise known as stand-alone derivatives.


	*June 30, 2021*			*December 31, 2020*
dollars in thousands
Notional amount - interest rate swaps:
Stand-alone derivatives	$	20,951		$	21,100

Weighted-average pay rate - interest rate swaps		3.68	%		3.68	%
Weighted-average receive rate - interest rate swaps		3.00	%		3.00	%
Weighted-average maturity (in years) - interest rate swaps		14.1			14.6

Net realized fair value adjustments:
Stand-alone derivatives - interest rate swaps (other assets)	$	516		$	163
Stand-alone derivatives - interest rate swaps (other liabilities)		(516	)		(163	)

The Company is party to a collateral support agreement with its dealer counterparty. Such agreement requires that the Company or the dealer counterparty to maintain collateral based on the fair values of derivative instruments. In the event of default by a counterparty the non-defaulting counterparty would be entitled to the collateral. The Company does not require borrower counterparties to post cash collateral based on the fair values of borrower interest rate swaps. In the event of default of a borrower counterparty wherein the fair value of the derivative instrument is owed to the Company, the fair value is collected through a real property foreclosure or liquidation.

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(9)

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:

			*At June 30, 2021*				*At December 31, 2020*
			*Carrying*		*Fair*		*Carrying*		*Fair*
(in thousands)	*Level*		*Amount*		*Value*		*Amount*		*Value*
Financial assets:
Cash and cash equivalents		1	$	181,599	$	181,599	$	68,985	$	68,985
Debt securities available for sale		2		63,306		63,306		61,879		61,879
Loans held for sale		3		13,736		13,963		13,593		13,814
Loans, net		3		470,488		476,825		476,661		487,652
Federal Home Loan Bank stock		3		366		366		493		493
Accrued interest receivable		3		1,751		1,751		1,960		1,960
Derivative contract assets		3		516		516		163		163

Financial liabilities:
Deposits		3		683,360		683,599		580,592		581,073
Other borrowings		3		3,075		3,075		-		-
Derivative contract liabilities		3		516		516		163		163

Off-Balance Sheet Items		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, 2020.

(9)	Off-Balance Sheet Financial Instruments

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its clients. These financial instruments are commitments to extend credit, construction loans in process, unused lines of credit, standby letters of credit, and guaranteed accounts and may involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the condensed consolidated balance sheets. The contract amounts of these instruments reflect the extent of involvement the Company has in these financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for available lines of credit, construction loans in process and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.

Commitments to extend credit, construction loans in process and unused lines of credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each client’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty.

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(9)	Off-Balance Sheet Financial Instruments, Continued

Standby letters of credit are written conditional commitments issued by the Company to guarantee the performance of a client to a third party. These letters of credit are primarily issued to support third-party borrowing arrangements and generally have expiration dates within one year of issuance. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to clients. 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. Some of the Company’s standby letters of credit are secured by collateral and those secured letters of credit totaled $484,000 at June 30, 2021.

Guaranteed accounts are irrevocable standby letters of credit issued by us to guarantee a client’s credit line with our third-party credit card company, First Arkansas Bank & Trust. As a part of this agreement, we are responsible for the established credit limit on certain accounts plus 10%. The maximum potential amount of future payments we could be required to make is represented by the dollar amount disclosed in the table below.

Standby letters of credit and commitments to extend credit typically result in loans with a market interest rate when funded.

The maximum potential amount of future payments we could be required to make for off-balance sheet financial instruments is represented by the dollar amount disclosed in the table below.

	At June 30, 2021
(in thousands)
Commitments to extend credit	$	11,111
Construction loans in process	$	29,921
Unused lines of credit	$	82,591
Standby financial letters of credit	$	2,564
Standby performance letters of credit	$	100
Guaranteed accounts	$	1,370

(continued)

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(10)

Contingency

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in financial markets. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, the duration of the pandemic, the effectiveness and adoption of available vaccines, and the actions taken by governmental authorities to slow the spread of the disease or to mitigate its effects. We continue to monitor and adhere to national guidelines and local safety ordinances to ensure the safety of our clients and employees. At this time, it is not known how the more contagious Delta variant and the consequential rise in cases nationally may impact the economy, safety protocols or consumer behavior.

Management believes credit quality deterioration directly related to the pandemic could materialize in the future. Since March of 2020, the Company has reported a peak of 70 requests for payment deferrals or modifications on loans totaling $42.4 million. Approximately 91% of the requests have been for loans secured with real estate. That number declined to one loan modification totaling $411,000 as of June 30, 2021.

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

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, 2020. Results of operations for the three and six months ended June 30, 2021are not necessarily indicative of results that may be attained for any other period. The following discussion and analysis present 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 relate 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;

•

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

•

other economic, competitive, governmental, regulatory, or technological factors affecting us; and

•

application and interpretation of accounting principles and guidelines.

GENERAL

Prime Meridian Holding Company (“PMHG”) 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”) (collectively, the “Company”). The Bank opened for business on February 4, 2008 and was acquired by PMHG on September 16, 2010. PMHG 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 four full-service offices located in Tallahassee, Crawfordville, and Lakeland, 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			Year			Six Months
	Ended			Ended			Ended
	June 30, 2021			December 31, 2020			June 30, 2020
Average equity as a percentage of average assets		8.78	%		9.64	%		10.01	%
Equity to total assets at end of period		8.43			9.31			9.47
Return on average assets⁽¹⁾		1.28			0.75			0.51
Return on average equity⁽¹⁾		14.56			7.77			5.09
Noninterest expense to average assets⁽¹⁾		1.87			2.01			2.04
Nonperforming loans to total loans at end of period		-			0.26			0.44
Nonperforming assets to total assets		-			0.19			0.33

^{(1) Annualized for the six months ended June 30, 2021 and 2020}

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies which involve significant judgments and assumptions that have a material impact on the carrying value of certain assets and liabilities and used in preparation of the Condensed Consolidated Financial Statements as of June 30, 2021, have remained unchanged from the disclosures presented in our Annual Report on Form 10-K for the year ended December 31, 2020.

COVID-19 RESPONSE

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in financial markets. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, the duration of the pandemic, the effectiveness and adoption of available vaccines, and the actions taken by governmental authorities to slow the spread of the disease or to mitigate its effects. We continue to monitor and adhere to national guidelines and local safety ordinances to ensure the safety of our clients and employees. At this time, it is not known how the more contagious Delta variant and the consequential rise in cases nationally may impact the economy, safety protocols or consumer behavior.

Management believes credit quality deterioration directly related to the pandemic could materialize in the future. Since March of 2020, the Company has reported a peak of 70 requests for payment deferrals or modifications on loans totaling $42.4 million. Approximately 91% of the requests have been for loans secured with real estate. That number declined to one loan modification totaling $411,000 as of June 30, 2021.

FINANCIAL CONDITION

Average assets totaled $731.7 million and $703.4 million for the three and six months ended June 30, 2021, respectively, an increase of $115.0 million (18.7%) and $140.0 million(24.8%), over the comparable periods in 2020, with the majority of growth coming from loans. The average balance of PPP loans increased $7.2 million from the second quarter of 2020 to the second quarter of 2021 and $39.1 million from the six month period ended June 30, 2020 to the six month period ended June 30, 2021 and accounted for approximately 13.0% and 41.9% of the growth in the average loan balance over those same time periods.

Investment Securities. Our primary objective in managing our investment portfolio is to maintain a portfolio of high quality, highly liquid investments yielding competitive returns. We use the investment securities portfolio for several purposes. It serves as a vehicle to manage interest rate and prepayment risk, to generate interest and dividend income, to provide liquidity to meet funding requirements, and to provide collateral for pledging to secure the deposit of public funds at the Bank. At June 30, 2021, our debt securities available for sale investment portfolio included U.S. government agency securities, municipal securities, mortgage-backed securities, and asset-backed securities. As of the same date, this portfolio had a fair market value of $63.3 million and an amortized cost value of $62.4 million. At June 30, 2021 and December 31, 2020, our investment securities portfolio represented approximately 8.4% and 9.6% of our total assets, respectively. The average yield on the average balance of investment securities for the six months ended June 30, 2021 was 1.71%, compared to 2.47% for the comparable period in 2020.

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. Our goal is to maintain a high-quality portfolio of loans through sound underwriting and lending practices. 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. Our loans are priced based upon the degree of risk, collateral, loan amount, and maturity.

The Company’s gross loan portfolio decreased $5.8 million since December 31, 2020. Excluding the quarter-end balance of PPP loans ($66.7 million at December 31, 2020 and $54.6 million at June 30, 2021), the Company's gross loan portfolio increased $6.4 million since 2020 year-end. This was following a high level ($57.5 million) of non-PPP loan payoffs in the first half of the year. At June 30, 2021, PPP loans comprised $54.6 million, or 11.4%, of total loans. Management expects that the majority of these loans will be forgiven by the end of 2021. In total, approximately 73.4% of the total loan portfolio was collateralized by commercial and residential real estate mortgages at June 30, 2021 compared to 69.5% at December 31, 2020. Subtracting out the PPP loans, the percentage of the total loan portfolio collateralized by commercial and residential real estate mortgages was 82.8% at June 30, 2021.

Nonperforming assets. At June 30, 2021, the Company had zero nonperforming assets compared to $1.25 million of nonperforming assets at December 31, 2020. 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. At June 30, 2021, the Bank had no loans on nonaccrual status, compared to five nonaccrual loans totaling $1.25 million at December 31, 2020. Accounting standards require the Company to identify loans as impaired loans when, based on current information and events, it is probable that the Company 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 GAAP.

Allowance for Loan Losses. Management’s policy is to maintain the allowance for loan losses at a level sufficient to absorb probable losses inherent in the loan portfolio as of the balance sheet date. The allowance is increased by the provision for loan losses and decreased by charge-offs, net of recoveries. During the second quarter of 2021, the Bank reported a $185,000 credit for loan losses due to no specific reserve requirements, loan recoveries, and a decrease in the amount of COVID-19 unallocated reserve. The Company did not carry any aggregate specific reserves at June 30, 2021. The Company reported net charge-offs of $13,000, or 0.01% annualized of average loans, during the quarter ended June 30, 2021 compared to net charge-offs of $686,000, or 0.64% annualized of average loans, in the second quarter of 2020. Management believes the allowance for loan losses, which was $5.9 million or 1.39% of gross loans (excluding PPP loans) at June 30, 2021 is adequate to cover losses inherent in the loan portfolio.

Deposits. Deposits are the major source of the Company’s funds for lending and other investment purposes. Total deposits at June 30, 2021 were $683.4 million, an increase of $102.8 million, or 17.7%, from December 31, 2020, with growth coming from both noninterest-bearing and interest-bearing accounts and attributed to expansion of existing relationships, the addition of new clients, and to a lesser extent, due to PPP activity. The average balance of noninterest-bearing deposits accounted for 29.2% of the average balance of total deposits for the six months ended June 30, 2021, compared to 24.9% for the six months ended June 30, 2020. While management expects some shrinkage in deposits as remaining PPP funds are spent, management expects the majority of the increase in total deposits will remain long-term.

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, 2021, to borrow up to $52.8 million. In addition, the Bank maintains unsecured lines of credit with correspondent banks that totaled $28.0 million at June 30, 2021. There were no loans outstanding under any of these lines at June 30, 2021.

In 2020, the Company entered into a Promissory Note (the "Note") and a Security Agreement with Thomasville National Bank ("TNB"). Pursuant to the Note, the Company obtained a $15 million revolving line of credit with a 5-year term. The initial interest rate on the line of credit is 3.25% and will adjust daily to the then-current Wall Street Journal Prime Rate. Pursuant to the Security Agreement, the Company has pledged to TNB all of the outstanding shares of common stock of the Company's wholly-owned subsidiary, the Bank. At June 30, 2021, the Company had a $3,075,000 outstanding loan balance and reported $7,000 in year-to-date interest expense under this line.

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. Interest-bearing liabilities primarily consist of time deposits, interest-bearing checking accounts, savings deposits, and money-market accounts. 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 as well as the interest rates earned or paid on these assets and liabilities. The following tables set forth information regarding: (i) the total dollar amount of interest and dividend income of the Company 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.

As shown in the following table, the Company's net interest margin improved slightly for both the three and six month periods ended June 30, 2021 as lower funding costs and PPP fee and interest income offset an overall downward repricing of earning assets and a shift in the asset mix towards lower-yielding earnings assets triggered by excess liquidity.

	For the Three Months Ended June 30,
	2021								2020
				Interest								Interest
	Average			and		Yield/			Average			and		Yield/
(dollars in thousands)	Balance			Dividends		Rate(5)			Balance			Dividends		Rate(5)
Interest-earning assets:
Loans⁽¹⁾	$	483,587		$	5,505		4.55	%	$	427,902		$	4,745		4.44	%
Loans held for sale		14,784			127		3.44			9,788			99		4.05
Debt securities available for sale		60,155			262		1.74			68,014			428		2.52
Other⁽²⁾		141,842			65		0.18			89,217			62		0.28
Total interest-earning assets		700,368		$	5,959		3.40	%		594,921		$	5,334		3.59	%
Noninterest-earning assets		31,313								21,749
Total assets	$	731,681							$	616,670

Interest-bearing liabilities:
Savings, NOW and money-market deposits	$	413,859		$	410		0.40	%	$	311,237		$	412		0.53	%
Time deposits		51,372			90		0.70			67,287			325		1.93
Total interest-bearing deposits		465,231			500		0.43			378,524			737		0.78
Other borrowings		802			7		3.49			33,129			28		0.34
Total interest-bearing liabilities		466,033		$	507		0.44			411,653		$	765		0.74
Noninterest-bearing deposits		196,726								140,234
Noninterest-bearing liabilities		6,085								8,220
Stockholders' equity		62,837								56,563
Total liabilities and stockholders' equity	$	731,681							$	616,670

Net earning assets	$	234,335							$	183,268
Net interest income				$	5,452							$	4,569
Interest rate spread ⁽³⁾							2.96	%							2.85	%
Net interest margin⁽⁴⁾							3.11	%							3.07	%

Ratio of interest-earning assets to average interest-bearing liabilities		150.28	%							144.52	%

⁽¹⁾ Includes nonaccrual loans

⁽²⁾Other interest-earning assets include federal funds sold, interest-bearing deposits and FHLB stock.

⁽³⁾ Interest rate spread is the difference between the total interest-earning asset yield and the rate paid on total interest-bearing liabilities.

⁽⁴⁾Net interest margin is net interest income divided by total average interest-earning assets, annualized

⁽⁵⁾Annualized

	For the Six Months Ended June 30,
	2021								2020
				Interest								Interest
	Average			and		Yield/			Average			and		Yield/
(dollars in thousands)	Balance			Dividends		Rate(5)			Balance			Dividends		Rate(5)
Interest-earning assets:
Loans⁽¹⁾	$	483,586		$	11,204		4.63	%	$	390,400		$	9,108		4.67	%
Loans held for sale		14,081			233		3.31			7,919			165		4.17
Debt securities available for sale		59,893			511		1.71			65,798			812		2.47
Other⁽²⁾		115,888			114		0.20			75,687			294		0.78
Total interest-earning assets		673,448		$	12,062		3.58			539,804		$	10,379		3.85
Noninterest-earning assets		29,971								23,647
Total assets	$	703,419							$	563,451

Interest-bearing liabilities:
Savings, NOW and money-market deposits	$	396,541		$	811		0.41	%	$	294,245		$	956		0.65	%
Time deposits		52,906			226		0.85			68,597			680		1.98
Total interest-bearing deposits		449,447			1,037		0.46			362,842			1,636		0.90
Other borrowings		411			7		3.41			17,201			31		0.36
Total interest-bearing liabilities		449,858		$	1,044		0.46			380,043		$	1,667		0.88
Noninterest-bearing deposits		185,424								120,046
Noninterest-bearing liabilities		6,361								6,954
Stockholders' equity		61,776								56,408
Total liabilities and stockholders' equity	$	703,419							$	563,451

Net earning assets	$	223,590							$	159,761
Net interest income				$	11,018							$	8,712
Interest rate spread ⁽³⁾							3.12	%							2.97	%
Net interest margin⁽⁴⁾							3.27	%							3.23	%

Ratio of interest-earning assets to average interest-bearing liabilities		149.70	%							142.04	%

⁽¹⁾ Includes nonaccrual loans

⁽²⁾Other interest-earning assets include federal funds sold, interest-bearing deposits and FHLB stock.

⁽³⁾ Interest rate spread is the difference between the total interest-earning asset yield and the rate paid on total interest-bearing liabilities.

⁽⁴⁾Net interest margin is net interest income divided by total average interest-earning assets, annualized

⁽⁵⁾Annualized

Comparison of Operating Results for the Three Months Ended June 30, 2021 And 2020

Earnings Summary
(dollars in thousands)
						Change 2Q'21 vs. 2Q'20
	2Q'21			2Q'20		Amount			Percentage
Net Interest Income	$	5,452		$	4,569	$	883			19.3	%
Provision (credit) for loan losses		(185	)		1,227		(1,412	)		(115.1	)
Noninterest income		620			414		206			49.8
Noninterest expense		3,278			2,819		459			16.3
Income Taxes		717			217		500			230.4
Net earnings	$	2,262		$	720	$	1,542			214.2	%

Compared to the same period a year ago, the increase in net earnings was driven by higher PPP origination fees, higher commercial real estate and residential real estate loan originations, and a $185,000 credit for loan losses. Lower funding costs on deposits and higher noninterest income also contributed to higher net earnings in the second quarter of 2021.

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 securities, and interest expense on interest-bearing liabilities such as deposits.

Interest income
(dollars in thousands)
					Change 2Q'21 vs. 2Q'20
	2Q'21		2Q'20		Amount			Percentage
Interest income:
Loans	$	5,632	$	4,844	$	788			16.3	%
Securities		262		428		(166	)		(38.8	)
Other		65		62		3			4.8
Total interest income	$	5,959	$	5,334	$	625			11.7	%

Compared to the second quarter of 2020, the increase in total interest income is mostly attributed to origination fees and interest income from a higher volume of commercial real estate and residential real estate loan and PPP loans. The decrease in interest income from securities since the second quarter of 2020 is a function of lower volume and rates.

Interest expense:
(dollars in thousands)					Change 2Q'21 vs. 2Q'20
	2Q'21		2Q'20		Amount			Percentage
Total interest expense	$	507	$	765	$	(258	)		(33.7	)%

Despite higher balances of interest-bearing liabilities, total interest expense declined $258,000 from the second quarter of 2020 due to lower funding costs. The average rate paid on deposits declined 35 basis points when compared to the second quarter of 2020.

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 Bank, industry standards, general economic conditions, particularly as they relate to our market areas, and other factors related to our historic loss experience and the collectability of the loan portfolio. The Company recorded a $185,000 credit to loan losses during the second quarter of 2021 due to no specific reserve requirements, loan recoveries, and a decrease in the amount of COVID-19 unallocated reserve. This differs greatly from the $1.2 million provision expense in the second quarter of 2020, which was affected by net charge-offs of $686,000 and the creation of an unallocated reserve in anticipation, at that time, of possible COVID-19 related credit deterioration.

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 examination.

Noninterest income
(dollars in thousands)					Change 2Q'21 vs. 2Q'20
	2Q'21		2Q'20		Amount		Percentage
Service charges and fees on deposit accounts	$	56	$	44	$	12		27.3	%
Debit card/ATM revenue, net		124		79		45		57.0
Mortgage banking revenue, net		332		219		113		51.6
Income from bank-owned life insurance		67		40		27		67.5
Other income		41		32		9		28.1
Total noninterest income	$	620	$	414	$	206		49.8	%

Compared to the second quarter of 2020, noninterest income increased across all earning categories and was primarily driven by the 51.6% increase in mortgage banking revenue (net of costs), as the mortgage team continues to report strong production by units, volume, and gain on sales revenue. Growth in debit card/ATM revenue (net of fees) also continues to contribute positively to the bottom line as more accounts are opened and more debit cards are issued. Income from bank-owned life insurance (BOLI) increased $27,000 or 67.5%, compared to the second quarter of 2020, due primarily to a $5.4 million increase in the asset year over year, which has helped offset additional compensation expense.

Noninterest expense
(dollars in thousands)					Change 2Q'21 vs. 2Q'20
	2Q'21		2Q'20		Amount			Percentage
Salaries and employee benefits	$	1,805	$	1,546	$	259			16.8	%
Occupancy and equipment		378		381		(3	)		(0.8	)
Professional fees		120		83		37			44.6
Marketing		199		100		99			99.0
FDIC Assessment		49		67		(18	)		(26.9	)
Software maintenance and amortization		251		201		50			24.9
Other		476		441		35			7.9
Total noninterest expense	$	3,278	$	2,819	$	459			16.3	%

Compared to the second quarter of 2020, a $259,000 increase in salaries and employee benefits expense was the primary driver of the $459,000 increase in noninterest expense. The increase in salary and employee benefits expense is primarily attributed to higher incentive costs along with the impact of new hires and merit increases. Marketing expense nearly doubled year over year due to the recent relaxing of COVID-19 restrictions which had led to lower marketing expense in the second quarter of 2020. This combined with modest increases in other categories like software maintenance, professional fees, and other miscellaneous expenses were marginally offset by lower occupancy and FDIC assessment expense.

Income Taxes

Income taxes are based on amounts reported in the condensed consolidated statements of earnings after adjustments for nontaxable income and nondeductible expenses and consist of taxes currently due plus deferred taxes on temporary differences in the recognition of income and expense for tax and financial statement purposes. Income taxes were $717,000 for the three months ended June 30, 2021, compared to income taxes of $217,000 for the three months ended June 30, 2020, with the increase attributed to higher pre-tax earnings in 2021. The effective tax rate was 24.1% in the second quarter of 2021 versus 23.2% in the second quarter of 2020.

Comparison of Operating Results for the SIX Months Ended June 30, 2021 And 2020

Earnings Summary
(dollars in thousands)
	Six Months Ended					Change 2021 vs. 2020
	June 30, 2021			June 30, 2020		Amount			Percentage
Net Interest Income	$	11,018		$	8,712	$	2,306			26.5	%
Provision (credit) for loan losses		(185	)		1,863		(2,048	)		(109.9	)
Noninterest income		1,292			781		511			65.4
Noninterest expense		6,575			5,757		818			14.2
Income Taxes		1,424			437		987			225.9
Net earnings	$	4,496		$	1,436	$	3,060			213.1	%

Year-to-date net earnings through June 30, 2021 more than tripled compared to the same period in 2020 due mostly to interest income and origination fees from PPP loans (totaling $1.9 million, net of costs, year-to-date) and a credit for loan losses in 2021. Also contributing to higher profitability in 2021 was a $511,000, or 65.4%, increase in noninterest income.

Interest income
(dollars in thousands)
	Six Months Ended				Change 2021 vs. 2020
	June 30, 2021		June 30, 2020		Amount			Percentage
Interest income:
Loans	$	11,437	$	9,273	$	2,164			23.3	%
Securities		511		812		(301	)		(37.1	)
Other		114		294		(180	)		(61.2	)
Total interest income	$	12,062	$	10,379	$	1,683			16.2	%

Comparing the six-month periods, the increase in total interest income from loans in 2021 is primarily attributed to $1.9 million of interest income and fees (net of costs) generated from PPP loans compared to $392,000 for the first half of 2020. A higher volume of commercial real estate and residential real estate loan originations in the first half of 2021 also contributed to increased interest income from loans. The decrease in interest income from securities is a function of lower volume and rates while the decrease in interest income from other interest-earning assets is a function of lower rates.

Interest expense:
(dollars in thousands)	Six Months Ended				Change 2021 vs. 2020
	June 30, 2021		June 30, 2020		Amount			Percentage
Total interest expense	$	1,044	$	1,667	$	(623	)		(37.4%	)

Comparing the six-month periods, a $69.8 million increase in the average balance of interest-bearing liabilities was offset by a 42 basis points decrease in the cost of interest-bearing liabilities.

Provision for Loan Losses

The Company did not record any provision for loan losses during the first quarter of 2021 due to a $7.0 million reduction in total portfolio loan balances (excluding PPP loans) since year-end 2020. During the second quarter, the Company reported a credit for loan losses of $185,000 due to no specific reserve requirements, loan recoveries, and a decrease in the amount of COVID-19 unallocated reserve. This differed greatly from the six months ended June 30, 2020 when the Company's provision for loan losses increased substantially over prior periods due to $1.0 million in net charge-offs and the creation of an unallocated reserve in anticipation, at that time, of possible COVID-19 related credit deterioration.

Noninterest income
(dollars in thousands)	Six Months Ended				Change 2021 vs. 2020
	June 30, 2021		June 30, 2020		Amount		Percentage
Service charges and fees on deposit accounts	$	109	$	108	$	1		0.9	%
Debit card/ATM revenue, net		233		160		73		45.6
Mortgage banking revenue, net		633		367		266		72.5
Income from bank-owned life insurance		130		80		50		62.5
Gain on sale of securities available for sale		108		-		108		N/A
Other income		79		66		13		19.7
Total noninterest income	$	1,292	$	781	$	511		65.4	%

Comparing the six-month periods, increases in debit card/ATM revenue (net of fees), mortgage banking revenue (net of direct origination costs) and BOLI combined with the $108,000 gain on sale of securities led to the $511,000 (65.4%) increase in noninterest income. The mortgage team has continued to see strong volume through the first half of 2021. The percentage of refinances to purchases has decreased and a higher purchase volume environment has returned. The mortgage team almost doubled its units in the first six months of 2021 as compared to the same period in 2020 and increased dollar volume by 54.6%. The Bank's investment in BOLI has nearly doubled since June 2020, resulting in higher income to offset additional compensation expense. Increases in debit card/ATM net revenue are attributed to growth in transaction deposit accounts and the number of debit cards issued.

Noninterest expense
(dollars in thousands)	Six Months Ended				Change 2021 vs. 2020
	June 30, 2021		June 30, 2020		Amount		Percentage
Salaries and employee benefits	$	3,657	$	3,164	$	493		15.6	%
Occupancy and equipment		764		719		45		6.3
Professional fees		250		174		76		43.7
Marketing		339		301		38		12.6
FDIC Assessment		119		119		-		-
Software maintenance and amortization		501		394		107		27.2
Other		945		886		59		6.7
Total noninterest expense	$	6,575	$	5,757	$	818		14.2	%

Over 60% of the increase in noninterest expense in the first half of 2021 is attributed to higher salary and commission expense. At June 30, 2021, the Company had six additional FTEs compared to June 30, 2020. The increases in other noninterest expense categories, for the most part, represent a growing bank.

Income Taxes

Income taxes are based on amounts reported in the condensed consolidated statements of earnings after adjustments for nontaxable income and nondeductible expenses and consist of taxes currently due plus deferred taxes on temporary differences in the recognition of income and expense for tax and financial statement purposes. Income taxes were $1.4 million for the six months ended June 30, 2021, compared to income taxes of $437,000 for the six months ended June 30, 2020, with the increase attributed to higher pre-tax earnings in 2021. The effective tax rate was 24.1% for the six month period ended June 30, 2021 versus 23.3% for the six month period ended June 30, 2020.

LIQUIDITY

Liquidity describes our ability to meet financial obligations, including lending commitments and contingencies, which arise during the normal course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of the Company’s clients, as well as meet current and planned expenditures. Management monitors the liquidity position daily.

Our liquidity is derived primarily from our deposit base, scheduled amortization and prepayments of loans and investment securities, funds provided by operations, and capital. Additionally, as a commercial bank, we are expected to maintain an adequate liquidity reserve. The liquidity reserve may consist of cash on hand, cash on demand deposit with correspondent banks, federal funds sold, and unpledged marketable securities such as United States government agency securities, municipal securities, mortgage-backed securities, and asset-backed securities.

The Bank also has external sources of funds through the FHLB, unsecured lines of credit with correspondent banks, and the State of Florida’s Qualified Public Deposit Program (“QPD”). At June 30, 2021, the Bank had access to approximately $52.8 million of available lines of credit secured by qualifying collateral with the FHLB, in addition to $28.0 million in unsecured lines of credit maintained with correspondent banks.

The Company has a $15 million revolving line of credit with TNB. As of June 30, 2021, the Company's outstanding borrowings under this line totaled $3,075,000.

Some of our securities are pledged to collateralize certain deposits through our participation in the State of Florida’s QPD program. The market value of securities pledged to the QPD program was $12.3 million at June 30, 2021 compared to $13.9 million at December 31, 2020. Our primary liquid assets, excluding assets pledged to the QPD program, accounted for 30.7% and 18.1% of total assets at June 30, 2021 and December 31, 2020, respectively.

Our core deposits consist of noninterest-bearing accounts, NOW accounts, money-market accounts, time deposits $250,000 or less, and savings accounts. We closely monitor our level of certificates of deposit greater than $250,000 and other large deposits. At June 30, 2021, total deposits were $683.4 million, of which $21.2 million were in certificates of deposits greater than $250,000, excluding Individual Retirement Accounts (IRAs). We maintain a Contingency Funding Plan (“CFP”) that identifies liquidity needs and weighs alternate courses of action designed to address those needs in emergency situations. We perform a monthly cash flow analysis and stress test the CFP to evaluate the expected funding needs and funding capacity during a liquidity stress event. We believe that the sources of available liquidity are adequate to meet all reasonably immediate short-term and intermediate-term demands and do not know of any trends, events, or uncertainties that may result in a significant adverse effect on our liquidity position.

CAPITAL RESOURCES

Stockholders’ equity was $63.8 million at June 30, 2021 compared to $60.3 million at December 31, 2020. In 2020, the Company obtained a $15 million revolving line of credit with TNB. At its discretion, the Company may take draws on that line and may contribute the proceeds as capital to the Bank. At June 30, 2021, the Company had a $3,075,000 outstanding loan balance and reported year-to-date interest expense of $7,000 under this revolving line of credit. The Company contributed $2.2 million to the capital of the Bank during the second quarter of 2021.

At June 30, 2021, the Bank was considered to be “well capitalized” under the FDIC’s Prompt Corrective Action regulations with a 9.01% Tier 1 Leverage Capital Ratio, a 13.87% Equity Tier 1 Risk-Based Capital Ratio, a 13.87% Tier 1 Risk-Based Capital Ratio, and a 15.11% Total Risk-Based Capital Ratio, all above the minimum ratios to be considered “well capitalized.”

The following is a summary at June 30, 2021 and December 31, 2020 of the regulatory capital requirements to be “well capitalized” and the Bank’s capital position.

						For Capital Adequacy					For Well Capitalized
	Actual					Purposes					Purposes
(dollars in thousands)	Amount		Percentage			Amount		Percentage			Amount		Percentage
As of June 30, 2021
Tier 1 Leverage Capital	$	65,946		9.01	%	$	29,274		4.00	%	$	36,592		5.00	%
Common Equity Tier 1 Risk-based Capital		65,946		13.87			21,403		4.50			30,916		6.50
Tier 1 Risk-based Capital		65,946		13.87			28,538		6.00			38,050		8.00
Total Risk-based Capital		71,845		15.11			38,050		8.00			47,563		10.00

As of December 31, 2020
Tier 1 Leverage Capital	$	57,800		9.09	%	$	25,421		4.00	%	$	31,776		5.00	%
Common Equity Tier 1 Risk-based Capital		57,800		13.29			19,575		4.50			28,275		6.50
Tier 1 Risk-based Capital		57,800		13.29			26,100		6.00			34,799		8.00
Total Risk-based Capital		63,245		14.54			34,799		8.00			43,499		10.00

The Bank is also subject to the following capital level threshold requirements under the FDIC’s Prompt Corrective Action regulations.

	Threshold Ratios
Capital Category	Total Risk-Based Capital Ratio	Tier 1 Risk-Based Capital Ratio	Common Equity Tier 1 Risk-Based Capital Ratio	Tier 1 Leverage Capital Ratio

Well capitalized	10.00%	8.00%	6.50%	5.00%

Adequately Capitalized	8.00%	6.00%	4.50%	4.00%

Undercapitalized	< 8.00%	< 6.00%	< 4.50%	< 4.00%

Significantly Undercapitalized	< 6.00%	< 4.00%	< 3.00%	< 3.00%

Critically Undercapitalized	Tangible Equity/Total Assets ≤ 2%

Until such time as PMHG has $3 billion in total consolidated assets, it will not be subject to any consolidated capital requirements.

OFF-BALANCE SHEET ARRANGEMENTS

Refer to Note 9 in the notes to condensed consolidated financial statements included in this Form 10-Q for the period ending June 30, 2021 for a discussion of off-balance sheet arrangements.

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 the Company 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 PMHG 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 the Company’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 nonfinancial 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, 2021 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 errors 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

While the Company attempts to identify, manage, and mitigate risks and uncertainties associated with its business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020 describes some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our cash flows, results of operations, and financial condition.

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

During the second quarter of 2021, the Company issued 1,680 shares to members of its Board of Directors in lieu of cash fees calculated at 110% to be $33,000. These shares were all issued in accordance with the intrastate exemption from registration pursuant to Section 3(a)(11) of the Securities Act of 1933, because the Company is doing business within the State of Florida and each acquirer and offeree of securities resides within the State of Florida.

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

3.3	First Amendment to Bylaws dated December 17, 2015	Exhibit 3.3 to Form 10-Q filed on August 11, 2016

3.4	Second Amendment to Bylaws dated January 17, 2019	Exhibit 3.4 to Form 8-K filed on January 18, 2019

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	Form of Indemnification Agreement	Exhibit 10.1 to Form 8-K filed on August 20, 2020

10.2	Promissory Note to Thomasville National Bank dated August 26, 2020	Exhibit 10.16 to Form 8-K filed on August 31, 2020

10.3	Security Agreement with Thomasville National Bank dated August 26, 2020	Exhibit 10.17 to Form 8-K filed on August 31, 2020

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

10.5	Lease for Timberlane Office	Exhibit 10.1 to Form 8-K filed on August 7, 2018

10.6	Amended and Restated Employment Agreement by and between Prime Meridian Holding Company, Inc. and Prime Meridian Bank, and Sammie D. Dixon, Jr., dated as of July 19, 2018	Exhibit 10.1 to Form 8-K filed on July 19, 2018

10.7	2015 Stock Incentive Compensation Plan	Exhibit 10.7 to Form 8-K filed on May 26, 2015

10.8	First Amendment to 2015 Stock Incentive Compensation Plan	Exhibit 10.8 to Form 10-Q filed on November 10, 2016

10.9	Employment Agreement by and between Prime Meridian Holding Company, Inc. and Prime Meridian Bank, and Chris L. Jensen, dated as of November 19, 2018	Exhibit 10.1 to Form 8-K filed on November 20, 2018

10.10	Defined Contribution Agreement by and among Prime Meridian Holding Company, Inc., and Prime Meridian Bank, and Sammie D. Dixon, Jr., dated as of November 19, 2018.	Exhibit 10.2 to Form 8-K filed on November 20, 2018

10.11	Defined Contribution Agreement by and among Prime Meridian Holding Company, Inc., and Prime Meridian Bank, and Chris L. Jensen, Jr., dated as of November 19, 2018.	Exhibit 10.3 to Form 8-K filed on November 20, 2018

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

10.12	Amendment to Defined Contribution Agreement by and among Prime Meridian Holding Company, Inc., and Prime Meridian Bank, and Sammie D. Dixon, Jr., dated as of December 11, 2018.	Exhibit 10.1 to Form 8-K filed on December 13, 2018.

10.13	Amendment to Defined Contribution Agreement by and among Prime Meridian Holding Company, Inc., and Prime Meridian Bank, and Chris L. Jensen, Jr., dated as of December 11, 2018.	Exhibit 10.2 to Form 8-K filed on December 13, 2018

10.14	First Amendment to Lease for Timberlane Branch	Filed Exhibit 10.14 to Form 10-Q filed on May 9, 2019

10.15	Defined Contribution Agreement by and between Prime Meridian Bank and Susan Payne Turner, dated as of July 14, 2021	Filed as Exhibit 10.15 to Form 8-K/A filed on August 2, 2021

10.16	Defined Contribution Agreement by and between Prime Meridian Bank and Monte Ward, dated as of July 14, 2021	Filed as Exhibit 10.16 to Form 8-K/A filed on August 2, 2021

10.17	Defined Contribution Agreement by and between Prime Meridian Bank and Clint Weber dated as of July 14, 2021	Filed as Exhibit 10.17 to Form 8-K/A filed on August 2, 2021

10.18	Amended Split Dollar Life Insurance Agreement between Prime Meridian Bank and Susan Payne Turner dated as of July 1, 2021	Filed herewith

10.19	Amended Split Dollar Life Insurance Agreement between Prime Meridian Bank and Monte Ward dated as of July 1, 2021	Filed herewith

10.20	Amended Split Dollar Life Insurance Agreement between Prime Meridian Bank and Clint Weber dated as of July 1, 2021	Filed herewith

10.21	Split Dollar Life Insurance Agreement between Prime Meridian Bank and Sammie D. Dixon, Jr. dated as of January 1, 2019	Filed herewith

10.22	Split Dollar Life Insurance Agreement between Prime Meridian Bank and Chris L. Jensen, Jr. dated as of January 1, 2019	Filed herewith

14.1	Code of Ethics	Exhibit 14.1 to Form 10-K filed on March 28, 2014

21.1	Subsidiaries of the Registrant	Exhibit 21.1 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 Clint F. Weber, 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, 2015

99.2	Charter of the Executive, Nominating and Corporate Governance Committee	Exhibit 99.1 to Form 8-K filed on August 20, 2020

99.3	Charter of the Compensation Committee	Exhibit 99.1 to Form 8-K filed on September 17, 2020

101.INS	Inline XBRL Instance Document	Filed herewith

101.SCH	Inline XBRL Taxonomy Extension Schema Document	Filed herewith

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith

101.DEF	Inline XBRL Taxonomy Extension Definitions Linkbase Document	Filed herewith

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	Filed herewith

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* 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 6, 2021
	By:	/s/ Sammie D. Dixon

Date		Sammie D. Dixon, Jr.
		Vice Chairman, Chief Executive Officer, President,
		and Principal Executive Officer
August 6, 2021
	By:	/s/ Clint F. Weber

Date		Clint F. Weber
		Chief Financial Officer, Executive Vice President, Principal Accounting Officer and Principal Financial Officer

Exhibit 10.18

Prime Meridian Bank

AMENDED SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Economic Benefit Regime – Endorsement Method

THIS AMENDED SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the “Agreement”) is made and entered into this 1^st day of July, 2021, by and between Prime Meridian Bank (the “Bank”), and Susan Payne Turner (the “Insured”).

WITNESSETH:

WHEREAS, the Insured is employed by the Bank; and

WHEREAS, the Bank highly values the efforts, abilities, and accomplishments of the Insured and, as an inducement for the Insured’s continued employment, wishes to assist the Insured with his personal insurance program; and

WHEREAS, the Bank has determined that this assistance can best be provided under a “split-dollar” arrangement as defined in Treasury Regulations §1.61-22(b)(1)&(2); and

WHEREAS, the Bank wishes to provide life insurance protection for the Insured’s family in the event of the Insured’s death, under policies of life insurance insuring the life of the Insured (the “Policy” or the “Policies”), which are described in Exhibit A attached hereto, and which were or are being issued by Great-West Life & Annuity Insurance Company, The Guardian Life Insurance Company of America, MetLife, Midland National Life Insurance Company, and New York Life Insurance Company (the “Insurer” or “Insurers”); with such additions and deletions as may be made from time to time by amendments to Exhibit A; and

WHEREAS, the Bank is willing to pay the premiums due on the Policies as an additional employment benefit for the Insured, on the terms and conditions hereinafter set forth; and

WHEREAS, the Bank is the sole owner of the Policies and elects to endorse a portion of the death benefit of the Policies to the Insured; and

WHEREAS, to encourage the Insured to remain a Bank employee, the Bank and the Insured entered into a Split Dollar Life Insurance Agreement effective as of January 1, 2019, providing for division of the death proceeds of a life insurance policy or policies on the Insured’s life; and

WHEREAS, the Insured’s pre-retirement split dollar life insurance benefit under the Split Dollar Life Insurance Agreement effective as of January 1, 2019 is two times’ salary; and

WHEREAS, the Bank and the Insured entered into a Defined Contribution Agreement effective as of July 1, 2021, providing for specified retirement benefits; and

WHEREAS, the Bank and the Insured intend that this Amended Split Dollar Life Insurance Agreement amends and restates in its entirety the January 1, 2019 Split Dollar Life Insurance Agreement; and

NOW, THEREFORE, in consideration of the mutual undertakings set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Insured agree as follows:

ARTICLE I

“Definitions”

1.1 Refer to Policy contracts for the definitions of any terms in this Agreement that are not defined herein. If the definition of a term in a Policy is inconsistent with the definition of a term in this Agreement, then the definition of the term as set forth in this Agreement shall supersede and replace the definition of the terms as set forth in the Policy.

ARTICLE II

“Purchase of Policies”

2.1 The parties hereto have taken or will take all necessary action to cause the Insurers to issue the Policies, and shall take any further action which may be necessary to cause the Policies to conform to the provisions of this Agreement. The parties hereto agree that the Policies shall be subject to the terms and conditions of this Agreement and of the endorsement to the Policies filed with the Insurers.

ARTICLE III

“Policy Title and Ownership”

3.1 Title and ownership of the Policies shall reside in the Bank for its use and for the use of the Insured, all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the Policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

3.2 The Bank, at its sole discretion, shall have the right to determine the face amount of each Policy purchased on the Insured and shall have the right to determine whether the Policies are term, universal or whole life.

3.3 Internal Revenue Code Section 1035 Exchanges. The Insured recognizes and agrees that the Bank may after this Agreement is adopted wish to exchange a Policy of life insurance on the Insured’s life for another contract of life insurance insuring the Insured’s life. Provided that the Policy is replaced (or intended to be replaced) with a comparable policy of life insurance, the Insured agrees to provide medical information and cooperate with medical insurance-related testing required by a prospective insurer for implementing the Policy or, if necessary, for modifying or updating to a comparable insurer.

ARTICLE IV

“Beneficiary”

4.1 Beneficiary Designation. The Insured shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured’s share of the proceeds payable upon the death of the Insured and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement. The Insured shall have the right to name such beneficiary at any time prior to the Insured’s death and submit it to the Plan Administrator (or Plan Administrator’s representative) on the written form provided. The Insured’s beneficiary designation shall be deemed automatically revoked if the Insured names a spouse as beneficiary and the marriage is subsequently dissolved.

4.2 Beneficiary Acknowledgement. Once received and acknowledged by the Plan Administrator, the form shall be effective. The Insured may change a beneficiary designation at any time by submitting a new form to the Plan Administrator. Any such change shall follow the same rules as for the original beneficiary designation and shall automatically supersede the existing beneficiary form on file with the Plan Administrator. Upon the acceptance by the Bank of a new beneficiary form, all previously filed beneficiary forms shall be cancelled. The Bank shall be entitled to rely on the last beneficiary form filed by the Insured and accepted by the Bank prior to the Insured’s death.

4.3 No Beneficiary Designation. If the Insured dies without a valid beneficiary designation on file with the Plan Administrator, or if all designated beneficiaries predecease the Insured, then the Insured’s surviving spouse shall be the designated beneficiary. If the Insured has no surviving spouse, the benefits shall be made payable to the Insured’s estate.

4.4 Facility of Payment. If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Insured and the beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such distribution amount.

ARTICLE V

“Premium Payment and Taxable Benefit”

5.1 Premium Payment. The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the Policies in force as determined by the Insurers. Notwithstanding the forgoing, the Bank shall have the absolute and sole right to terminate or surrender the Policies.

5.2 Taxable Benefit. The Bank shall determine the economic benefit attributable to the Insured based on the life insurance premium factor for the Insured’s age multiplied by the amount of current life insurance protection payable to the Insured’s beneficiary. The “life insurance premium factor” is the minimum amount required to be imputed under Treasury Regulation §1.61-22(d)(3)(ii) or any subsequent applicable authority.

5.3 Imputed Income. The Bank shall impute the economic benefit to the Insured on an annual basis, by adding the economic benefit to the Insured’s W-2, or if applicable, Form 1099.

ARTICLE VI

“Ownership of the Cash Surrender Value of the Policies”

6.1 The Bank shall at all times be entitled to one hundred percent (100%) of each Policy’s cash value, as that term is defined in the Policy contract, less any Policy loans and unpaid interest or cash withdrawals previously incurred by the Bank. Such cash value shall be determined as of the date of surrender or death as the case may be.

ARTICLE VII

“Rights of Insured or Assignees”

7.1 The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the subject Policies nor any rights, options, privileges or duties created under this Agreement, other than the right to name a beneficiary(ies) from time to time.

ARTICLE VIII

“Limitations on Bank’s Rights in Policies”

8.1 Notwithstanding any provision hereof to the contrary, the Bank shall have the right to sell or surrender a Policy without terminating this Agreement, provided (i) the Bank replaces the Policy with a comparable life insurance policy or arrangement that provides the benefit provided under this Agreement and (ii) the Bank and the Insured (who will not unreasonably withhold his signature) execute a new Policy endorsement for said comparable coverage arrangement, at which time all references to “Policy” hereunder shall refer to such replacement coverage arrangement. Without limitation, the Policies at all times shall be the exclusive property of the Bank and shall be subject to the claims of the Bank’s creditors.

ARTICLE IX

“Policy Loans”

9.1 The Bank may pledge or assign the Policies, subject to the terms and conditions of this Agreement, for the sole purpose of securing a loan from the Insurer or from a third party. Interest charges on such loan shall be paid by the Bank. If the Bank so encumbers the Policies, other than by a Policy loan from the Insurer, then, upon the death of the Insured, the Bank shall promptly take all action necessary to secure the release or discharge of such encumbrance.

ARTICLE X

“Division of Death Proceeds”

10.1 Insured’s Death Benefit. The Insured’s Death Benefit shall mean, upon the death of the Insured while this Agreement is in force, the Insured’s beneficiary shall be entitled to an amount of aggregate Policy death proceeds equal to the greater of $421,767 or two times the Insured’s Base Annual Salary at the date of death, in either case limited to one hundred percent (100%) of the Net Amount at Risk insurance portion of the proceeds. For purposes of this Agreement, “Net Amount at Risk” will mean the difference between the total death proceeds payable under the Policies less the aggregate cash value of the Policies measured as of the date giving rise to the need for such calculation. The receipt of this amount by the beneficiary shall constitute satisfaction of the Insured’s rights under this Agreement. For purposes of this Agreement, “Base Annual Salary” means the Insured’s Base Annual Salary defined by reference to the compensation of the type reportable as salary in the Summary Compensation Table required by Securities and Exchange Commission Regulation S-K Item 402 (17 CFR §229.402)

10.2 Bank’s Benefit. Upon the death of the Insured, the Bank shall be entitled to receive the remainder of the aggregate Policy death proceeds not payable under Section 10.1 above.

10.3 Benefit Paid by Insurer. The benefit payable to the Insured’s beneficiary shall be paid solely by the Insurer from the proceeds of the Policies on the life of the Insured. In no event shall the Bank be obligated to pay a death benefit under this Agreement from its general funds. Should an Insurer refuse or be unable to pay death proceeds endorsed to Insured under the express terms of this Agreement, or should the Bank cancel the Policies for any reason, neither the Insured nor any beneficiary shall be entitled to a death benefit.

10.4 Suicide or Misstatement. The amount of the benefit payable to the Insured’s beneficiary may be reduced or eliminated if Insured fails or refuses to take a physical examination, to truthfully and completely supply such information or complete any forms as may be required by the Bank or Insurer, or otherwise fails to cooperate with the requests of the Bank or the Insurer, or if the Insured dies under circumstances such that a Policy does not pay a full death benefit, e.g., in the case of suicide within the exclusionary period of the Policy; provided, however the Bank shall evaluate the reason for the denial, and upon advice of legal counsel and in its sole discretion, consider judicially challenging any denial.

ARTICLE XI

“Termination of the Agreement”

11.1 This Agreement shall terminate upon the occurrence of any one of the following:

(1) The total cessation of the business of the Bank;

(2) The bankruptcy, receivership or dissolution of the Bank;

(3) The termination of the Insured’s employment;

(4) While the Insured is living by written notice thereof by either the Bank or the Insured to the other;

(5) Surrender, lapse, or other termination of the Policies by the Bank; or

(6) Upon distribution of the death benefit proceeds in accordance with Article X.

Upon the termination of this Agreement, the Bank may make such disposition of the Policies as it determines to be appropriate. Insured will have no rights in such Policies or the death benefit proceeds thereof, if this Agreement is terminated.

ARTICLE XII

“Insurer Not a Party”

12.1 The Insurers shall be fully discharged from their obligations under the Policies by payment of the Policy death benefits to the beneficiary or beneficiaries named in the Policies, subject to the terms and conditions of the Policies. In no event shall an Insurer be considered a party to this Agreement, or any modification or amendment hereof, and none of the provisions herein shall in any way be construed as enlarging, changing, varying or in any other way affecting the obligations of the Insurer as expressly provided in the Policies, except insofar as the provisions hereof are made a part of the Policies by the beneficiary designation executed by the Bank and filed with the Insurer in connection herewith.

ARTICLE XIII

“Administration”

13.1 Plan Administrator. This Agreement shall be administered by the Bank’s board of directors or any subset of the board at the pleasure of its Chairman (the “Plan Administrator”).

13.2 Plan Administrator Duties. The Plan Administrator shall have the discretion and authority to: (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement.

13.3 Binding Effect of Decisions. Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.

13.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator, and those to whom management and operation responsibilities of the plan have been delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

ARTICLE XIV

“Claims and Review Procedures”

14.1 Written Claim. A person who believes that he or she is being denied a benefit to which he or she is entitled under this Agreement (“Claimant”) may file a written request for such benefit with the Plan Administrator, setting forth his or her claim. The request must be addressed to the Bank at its then principal place of business.

14.2 Timing of Response. Upon receipt of a claim, the Plan Administrator shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Plan Administrator may, however, extend the reply period for an additional ninety (90) days for reasonable cause. If the claim is denied in whole or in part, the Plan Administrator shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth:

(1) The specific reason or reasons for such denial;

(2) The specific reference to pertinent provisions of this Agreement on which such denial is based;

(3) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary;

(4) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and

(5) The time limits for requesting a review under Section 14.3 and for review under Section 14.4 hereof.

14.3 Request for Review. Within sixty (60) days after the receipt by the Claimant of the written opinion described in Section 14.2, the Claimant may request in writing that the determination of the Plan Administrator be reviewed. Such request must be addressed to the Bank, at its then principal place of business. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Plan Administrator. If the Claimant does not request a review of the Plan Administrator’s determination within such sixty (60) day period, he or she shall be barred and estopped from challenging the Plan Administrator’s determination.

14.4 Review of Decision. The Plan Administrator will review its determination within sixty (60) days after receipt of a request for review. After considering all materials presented by the Claimant, the Plan Administrator will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Plan Administrator will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

ARTICLE XV

“Amendment”

15.1 This Agreement may not be amended, altered, or modified, except by a written instrument signed by the parties hereto, or their respective successors or assigns, and may not be otherwise terminated except as provided herein.

ARTICLE XVI

“Miscellaneous”

16.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Bank and its successors and assigns, and upon the Insured, the Insured’s successors, assigns, heirs, executors, administrators and beneficiaries.

16.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Insured the right to remain an employee of the Bank, nor does it interfere with the Bank’s right to discharge the Insured. It also does not require the Insured to remain an Insured nor interfere with the Insured’s right to terminate employment at any time.

16.3 Notices. Any notice, consent or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. Any notice under this Agreement will be deemed to have been effectively made or given if in writing and personally delivered, delivered by mail properly addressed in a sealed envelope, postage prepaid by certified mail restricted delivery or registered mail restricted delivery, return receipt requested, or if delivered by a nationally recognized overnight delivery service, specifying next day delivery, with written verification of receipt confirmed through a signature from someone at the delivery address. Unless otherwise changed by notice, notice will be properly addressed to the Insured if addressed to the last known address of the Insured on the books and records of the Bank at the time of the delivery of such notice.

16.4 Applicable Law. This Agreement and the rights of the parties hereunder, shall be governed by and construed according to the laws of the State of Florida, except to the extent preempted by the laws of the United States of America.

16.5 Gender. Whenever in this Agreement words are used in the masculine or neutral gender, they shall be read and construed as in the masculine, feminine or neutral gender, whenever they should so apply.

16.6 No Third Party Beneficiaries. The benefits of this Agreement shall not inure to any third party. This Agreement shall not be construed as creating any rights, claims, or cause of action against the Bank or any of its officers, directors, agents, or employees in favor of any person or entity other than the Insured.

16.7 Severability. If any one or more of the provisions hereof is declared invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and that invalidity, illegality, or unenforceability in one jurisdiction shall not affect the validity, legality, or enforceability of the remaining provisions hereof.

16.8 Entire Agreement. This Agreement, along with the Insured’s beneficiary designation form, constitutes the entire agreement between the Bank and the Insured as to the subject matter hereof. No rights are granted to the Insured under this Agreement other than those specifically set forth herein. This Agreement amends and restates in its entirety the January 1, 2019 Split Dollar Life Insurance Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 14^th day of July, 2021.

EXECUTIVE: BANK:

/s/ Susan Payne Turner PRIME MERIDIAN BANK

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

Title: Chief Executive Officer & President

Exhibit 10.19

Prime Meridian Bank

AMENDED SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Economic Benefit Regime – Endorsement Method

THIS AMENDED SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the “Agreement”) is made and entered into this 1st day of July, 2021, by and between Prime Meridian Bank (the “Bank”), and Monte Ward (the “Insured”).

WITNESSETH:

WHEREAS, the Insured is employed by the Bank; and

WHEREAS, the Bank has determined that this assistance can best be provided under a “split-dollar” arrangement as defined in Treasury Regulations §1.61-22(b)(1)&(2); and

WHEREAS, the Bank is willing to pay the premiums due on the Policies as an additional employment benefit for the Insured, on the terms and conditions hereinafter set forth; and

WHEREAS, the Bank is the sole owner of the Policies and elects to endorse a portion of the death benefit of the Policies to the Insured; and

WHEREAS, the Insured’s pre-retirement split dollar life insurance benefit under the Split Dollar Life Insurance Agreement effective as of January 1, 2019 is two times’ salary; and

WHEREAS, the Bank and the Insured entered into a Defined Contribution Agreement effective as of July 1, 2021, providing for specified retirement benefits; and

WHEREAS, the Bank and the Insured intend that this Amended Split Dollar Life Insurance Agreement amends and restates in its entirety the January 1, 2019 Split Dollar Life Insurance Agreement; and

ARTICLE I

“Definitions”

ARTICLE II

“Purchase of Policies”

ARTICLE III

“Policy Title and Ownership”

ARTICLE IV

“Beneficiary”

ARTICLE V

“Premium Payment and Taxable Benefit”

5.3 Imputed Income. The Bank shall impute the economic benefit to the Insured on an annual basis, by adding the economic benefit to the Insured’s W-2, or if applicable, Form 1099.

ARTICLE VI

“Ownership of the Cash Surrender Value of the Policies”

ARTICLE VII

“Rights of Insured or Assignees”

ARTICLE VIII

“Limitations on Bank’s Rights in Policies”

ARTICLE IX

“Policy Loans”

ARTICLE X

“Division of Death Proceeds”

10.2 Bank’s Benefit. Upon the death of the Insured, the Bank shall be entitled to receive the remainder of the aggregate Policy death proceeds not payable under Section 10.1 above.

10.4 Suicide or Misstatement. The amount of the benefit payable to the Insured’s beneficiary may be reduced or eliminated if Insured fails or refuses to take a physical examination, to truthfully and completely supply such information or complete any forms as may be required by the Bank or Insurer, or otherwise fails to cooperate with the requests of the Bank or the Insurer, or if the Insured dies under circumstances such that a Policy does not pay a full death benefit, e.g., in the case of suicide within the exclusionary period of the Policy; provided, however the Bank shall e evaluate the reason for the denial, and upon advice of legal counsel and in its sole discretion, consider judicially challenging any denial.

ARTICLE XI

“Termination of the Agreement”

11.1 This Agreement shall terminate upon the occurrence of any one of the following:

(1) The total cessation of the business of the Bank;

(2) The bankruptcy, receivership or dissolution of the Bank;

(3) The termination of the Insured’s employment;

(4) While the Insured is living by written notice thereof by either the Bank or the Insured to the other;

(5) Surrender, lapse, or other termination of the Policies by the Bank; or

(6) Upon distribution of the death benefit proceeds in accordance with Article X.

ARTICLE XII

“Insurer Not a Party”

ARTICLE XIII

“Administration”

13.1 Plan Administrator. This Agreement shall be administered by the Bank’s board of directors or any subset of the board at the pleasure of its Chairman (the “Plan Administrator”).

ARTICLE XIV

“Claims and Review Procedures”

(1) The specific reason or reasons for such denial;

(2) The specific reference to pertinent provisions of this Agreement on which such denial is based;

(3) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary;

(4) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and

(5) The time limits for requesting a review under Section 14.3 and for review under Section 14.4 hereof.

ARTICLE XV

“Amendment”

ARTICLE XVI

“Miscellaneous”

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 14th day of July, 2021.

EXECUTIVE: BANK:

/s/ Monte Ward PRIME MERIDIAN BANK

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

Title: Chief Executive Officer & President

Exhibit 10.20

Prime Meridian Bank

AMENDED SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Economic Benefit Regime – Endorsement Method

WITNESSETH:

WHEREAS, the Insured is employed by the Bank; and

WHEREAS, the Bank has determined that this assistance can best be provided under a “split-dollar” arrangement as defined in Treasury Regulations §1.61-22(b)(1)&(2); and

WHEREAS, the Bank is willing to pay the premiums due on the Policies as an additional employment benefit for the Insured, on the terms and conditions hereinafter set forth; and

WHEREAS, the Bank is the sole owner of the Policies and elects to endorse a portion of the death benefit of the Policies to the Insured; and

WHEREAS, the Insured’s pre-retirement split dollar life insurance benefit under the Split Dollar Life Insurance Agreement effective as of January 1, 2019 is two times’ salary; and

WHEREAS, the Bank and the Insured entered into a Defined Contribution Agreement effective as of July 1, 2021, providing for specified retirement benefits; and

WHEREAS, the Bank and the Insured intend that this Amended Split Dollar Life Insurance Agreement amends and restates in its entirety the January 1, 2019 Split Dollar Life Insurance Agreement; and

ARTICLE I

“Definitions”

ARTICLE II

“Purchase of Policies”

ARTICLE III

“Policy Title and Ownership”

ARTICLE IV

“Beneficiary”

ARTICLE V

“Premium Payment and Taxable Benefit”

5.3 Imputed Income. The Bank shall impute the economic benefit to the Insured on an annual basis, by adding the economic benefit to the Insured’s W-2, or if applicable, Form 1099.

ARTICLE VI

“Ownership of the Cash Surrender Value of the Policies”

ARTICLE VII

“Rights of Insured or Assignees”

ARTICLE VIII

“Limitations on Bank’s Rights in Policies”

ARTICLE IX

“Policy Loans”

ARTICLE X

“Division of Death Proceeds”

10.2 Bank’s Benefit. Upon the death of the Insured, the Bank shall be entitled to receive the remainder of the aggregate Policy death proceeds not payable under Section 10.1 above.

10.4 Suicide or Misstatement. The amount of the benefit payable to the Insured’s beneficiary may be reduced or eliminated if Insured fails or refuses to take a physical examination, to truthfully and completely supply such information or complete any forms as may be required by the Bank or Insurer, or otherwise fails to cooperate with the requests of the Bank or the Insurer, or if the Insured dies under circumstances such that a Policy does not pay a full death benefit, e.g., in the case of suicide within the exclusionary period of the Policy; provided, however the Bank shall e evaluate the reason for the denial, and upon advice of legal counsel and in its sole discretion, consider judicially challenging any denial.

ARTICLE XI

“Termination of the Agreement”

11.1 This Agreement shall terminate upon the occurrence of any one of the following:

(1) The total cessation of the business of the Bank;

(2) The bankruptcy, receivership or dissolution of the Bank;

(3) The termination of the Insured’s employment;

(4) While the Insured is living by written notice thereof by either the Bank or the Insured to the other;

(5) Surrender, lapse, or other termination of the Policies by the Bank; or

(6) Upon distribution of the death benefit proceeds in accordance with Article X.

ARTICLE XII

“Insurer Not a Party”

ARTICLE XIII

“Administration”

13.1 Plan Administrator. This Agreement shall be administered by the Bank’s board of directors or any subset of the board at the pleasure of its Chairman (the “Plan Administrator”).

ARTICLE XIV

“Claims and Review Procedures”

(1) The specific reason or reasons for such denial;

(2) The specific reference to pertinent provisions of this Agreement on which such denial is based;

(3) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary;

(4) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and

(5) The time limits for requesting a review under Section 14.3 and for review under Section 14.4 hereof.

ARTICLE XV

“Amendment”

ARTICLE XVI

“Miscellaneous”

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 14th day of July, 2021.

EXECUTIVE: BANK:

/s/ Clint Weber PRIME MERIDIAN BANK

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

Title: Chief Executive Officer & President

Exhibit 10.21

Prime Meridian Bank

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Economic Benefit Regime – Endorsement Method

THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the “Agreement”) is made and entered into this 1st day of January, 2019, by and between Prime Meridian Bank (the “Bank”), and Sammie D. Dixon, Jr. (the "Insured").

WITNESSETH:

WHEREAS, the Insured is employed by the Bank; and

WHEREAS, the Bank has determined that this assistance can best be provided under a "split-dollar" arrangement as defined in Treasury Regulations §1.61-22(b)(1)&(2); and

WHEREAS, the Bank wishes to provide life insurance protection for the Insured’s family in the event of the Insured’s death, under policies of life insurance insuring the life of the Insured (the “Policy” or the “Policies”), which are described in Exhibit A attached hereto, and which were or are being issued by Great-West Life & Ann, New York Life, and MetLife (the “Insurer” or “Insurers”); with such additions and deletions as may be made from time to time by amendments to Exhibit A; and

WHEREAS, the Bank is willing to pay the premiums due on the Policies as an additional employment benefit for the Insured, on the terms and conditions hereinafter set forth; and

WHEREAS, the Bank is the sole owner of the Policies and elects to endorse a portion of the death benefit of the Policies to the Insured.

ARTICLE I

“Definitions”

ARTICLE II

"Purchase of Policies"

ARTICLE III

"Policy Title and Ownership"

ARTICLE IV

“Beneficiary”

ARTICLE V

"Premium Payment and Taxable Benefit"

5.3 Imputed Income. The Bank shall impute the economic benefit to the Insured on an annual basis, by adding the economic benefit to the Insured’s W-2, or if applicable, Form 1099.

ARTICLE VI

"Ownership of the Cash Surrender Value of the Policies"

ARTICLE VII

"Rights of Insured or Assignees"

ARTICLE VIII

"Limitations on Bank’s Rights in Policies"

ARTICLE IX

"Policy Loans"

ARTICLE X

"Division of Death Proceeds"

10.1 Insured’s Death Benefit. The Insured’s Death Benefit shall mean, upon the death of the Insured while this Agreement is in force, the Insured’s beneficiary shall be entitled to an amount of aggregate Policy death proceeds equal to $1,734,468 limited to one hundred percent (100%) of the Net Amount at Risk insurance portion of the proceeds. For purposes of this Agreement, “Net Amount at Risk” will mean the difference between the total death proceeds payable under the Policies less the aggregate cash value of the Policies measured as of the date giving rise to the need for such calculation. The receipt of this amount by the beneficiary shall constitute satisfaction of the Insured’s rights under this Agreement.

10.2 Bank’s Benefit. Upon the death of the Insured, the Bank shall be entitled to receive the remainder of the aggregate Policy death proceeds not payable under Section 10.1 above.

ARTICLE XI

"Termination of the Agreement”

11.1 This Agreement shall terminate upon the occurrence of any one of the following:

(1) The total cessation of the business of the Bank;

(2) The bankruptcy, receivership or dissolution of the Bank;

(3) The termination of the Insured’s employment;

(4) While the Insured is living by written notice thereof by either the Bank or the Insured to the other;

(5) Surrender, lapse, or other termination of the Policies by the Bank; or

(6) Upon distribution of the death benefit proceeds in accordance with Article X.

ARTICLE XII

"Insurer Not a Party”

ARTICLE XIII

"Administration”

13.1 Plan Administrator. This Agreement shall be administered by the Bank’s board of directors or any subset of the board at the pleasure of its Chairman (the “Plan Administrator”).

ARTICLE XIV

"Claims and Review Procedures”

(1) The specific reason or reasons for such denial;

(2) The specific reference to pertinent provisions of this Agreement on which such denial is based;

(3) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary;

(4) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and

(5) The time limits for requesting a review under Section 14.3 and for review under Section 14.4 hereof.

ARTICLE XV

"Amendment"

ARTICLE XVI

"Miscellaneous"

16.3 Notices. Any notice, consent or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address as shown on the records of the Bank. The date of such mailing shall be deemed the date of notice, consent or demand.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day of January, 2019.

EXECUTIVE: BANK:

PRIME MERIDIAN BANK

/s/ Sammie D. Dixon, Jr.

By, Title: /s/ Richard Weidner

Chairman

Exhibit 10.22

Prime Meridian Bank

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Economic Benefit Regime – Endorsement Method

WITNESSETH:

WHEREAS, the Insured is employed by the Bank; and

WHEREAS, the Bank has determined that this assistance can best be provided under a "split-dollar" arrangement as defined in Treasury Regulations §1.61-22(b)(1)&(2); and

WHEREAS, the Bank wishes to provide life insurance protection for the Insured’s family in the event of the Insured’s death, under policies of life insurance insuring the life of the Insured (the “Policy” or the “Policies”), which are described in Exhibit A attached hereto, and which were or are being issued by Great-West Life & Ann, New York Life, and MetLife (the “Insurer” or “Insurers”); with such additions and deletions as may be made from time to time by amendments to Exhibit A; and

WHEREAS, the Bank is willing to pay the premiums due on the Policies as an additional employment benefit for the Insured, on the terms and conditions hereinafter set forth; and

WHEREAS, the Bank is the sole owner of the Policies and elects to endorse a portion of the death benefit of the Policies to the Insured.

ARTICLE I

“Definitions”

ARTICLE II

"Purchase of Policies"

ARTICLE III

"Policy Title and Ownership"

ARTICLE IV

“Beneficiary”

ARTICLE V

"Premium Payment and Taxable Benefit"

5.3 Imputed Income. The Bank shall impute the economic benefit to the Insured on an annual basis, by adding the economic benefit to the Insured’s W-2, or if applicable, Form 1099.

ARTICLE VI

"Ownership of the Cash Surrender Value of the Policies"

ARTICLE VII

"Rights of Insured or Assignees"

ARTICLE VIII

"Limitations on Bank’s Rights in Policies"

ARTICLE IX

"Policy Loans"

ARTICLE X

"Division of Death Proceeds"

10.1 Insured’s Death Benefit. The Insured’s Death Benefit shall mean, upon the death of the Insured while this Agreement is in force, the Insured’s beneficiary shall be entitled to an amount of aggregate Policy death proceeds equal to $421,767 limited to one hundred percent (100%) of the Net Amount at Risk insurance portion of the proceeds. For purposes of this Agreement, “Net Amount at Risk” will mean the difference between the total death proceeds payable under the Policies less the aggregate cash value of the Policies measured as of the date giving rise to the need for such calculation. The receipt of this amount by the beneficiary shall constitute satisfaction of the Insured’s rights under this Agreement.

10.2 Bank’s Benefit. Upon the death of the Insured, the Bank shall be entitled to receive the remainder of the aggregate Policy death proceeds not payable under Section 10.1 above.

ARTICLE XI

"Termination of the Agreement”

11.1 This Agreement shall terminate upon the occurrence of any one of the following:

(1) The total cessation of the business of the Bank;

(2) The bankruptcy, receivership or dissolution of the Bank;

(3) The termination of the Insured’s employment;

(4) While the Insured is living by written notice thereof by either the Bank or the Insured to the other;

(5) Surrender, lapse, or other termination of the Policies by the Bank; or

(6) Upon distribution of the death benefit proceeds in accordance with Article X.

ARTICLE XII

"Insurer Not a Party”

ARTICLE XIII

"Administration”

13.1 Plan Administrator. This Agreement shall be administered by the Bank’s board of directors or any subset of the board at the pleasure of its Chairman (the “Plan Administrator”).

ARTICLE XIV

"Claims and Review Procedures”

(1) The specific reason or reasons for such denial;

(2) The specific reference to pertinent provisions of this Agreement on which such denial is based;

(3) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary;

(4) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and

(5) The time limits for requesting a review under Section 14.3 and for review under Section 14.4 hereof.

ARTICLE XV

"Amendment"

ARTICLE XVI

"Miscellaneous"

16.3 Notices. Any notice, consent or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address as shown on the records of the Bank. The date of such mailing shall be deemed the date of notice, consent or demand.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day of January, 2019.

EXECUTIVE: BANK:

PRIME MERIDIAN BANK

/s/ Chris L. Jensen, Jr.

By, Title : s/ Richard Weidner

Chairman

Exhibit 31.1

Certification

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Sammie D. Dixon, Jr., certify that:

I have reviewed this report on Form 10-Q for the period ended June 30, 2021 of Prime Meridian Holding Company;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 6, 2021	/s/ Sammie D. Dixon
	Sammie D. Dixon, Jr.
	Vice Chairman, Chief Executive Officer, President, and Principal Executive Officer

Exhibit 31.2

Certification

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Clint F. Weber, certify that:

I have reviewed this report on Form 10-Q for the period ended June 30, 2021 of Prime Meridian Holding Company;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 6, 2021	/s/ Clint F. Weber
	Clint F. Weber
	Chief Financial Officer, Executive Vice President, Principal Accounting Officer and Principal Financial Officer

Exhibit 32.1

Certification of Chief Executive Officer

and Chief Financial Officer

Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), the undersigned officers of Prime Meridian Holding Company (the “Company”), hereby certify that the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 6, 2021	/s/ Sammie D. Dixon
	Name: Sammie D. Dixon, Jr.
	Title: Vice Chairman, Chief Executive Officer, President, and Principal Executive Officer

Dated: August 6, 2021	/s/ Clint F. Weber
	Name: Clint F. Weber
	Title: Chief Financial Officer, Executive Vice President, Principal Accounting Officer and Principal Financial Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) and is not being filed as part of the Report or as a separate disclosure document.