Annual Report (10-k)

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

For the fiscal year ended December 31, 2022

OR

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

For the transition period from _______________ to _______________.

 

Commission file number: 333-191801

 

PRIME MERIDIAN HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Florida	27-2980805
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
1471 Timberlane Road, Tallahassee, Florida	32312
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

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

 

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
None	None	None

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐     No ☒

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☒      no ☐

 

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 and 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 during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒     no ☐

 

 

 

 

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

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. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). yes ☐     no ☒

 

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant, computed by reference to the $23.96 per share selling price of the common stock on June 30, 2022 was $58,632,066.  As of February 28, 2023, there were 3,185,765 issued and outstanding shares of the Registrant’s common stock.

 

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Prime Meridian Holding Company

 

 

2022 Form 10-K Annual Report

Table of Contents

 

	Item Number			Page
Part I	Item 1.	Business		4
	Item 1A.	Risk Factors		15
	Item 1B.	Unresolved Staff Comments		22
	Item 2.	Properties		22
	Item 3.	Legal Proceedings		22
	Item 4.	Mine Safety Disclosures		22
Part II	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		22
	Item 6.	[Reserved]		23
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		24
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		37
	Item 8.	Financial Statements and Supplementary Data		38
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		71
	Item 9A.	Controls and Procedures		71
	Item 9B.	Other Information		72
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		72
Part III	Item 10.	Directors, Executive Officers and Corporate Governance		72
	Item 11.	Executive Compensation		76
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		81
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		82
	Item 14.	Principal Accounting Fees and Services		83
Part IV	Item 15.	Exhibits and Financial Statement Schedules		84
	Item 16.	Form 10-K Summary		86
Signatures				87
Certifications

                    

 

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Part I

 

Item 1.  Business

 

General Description of Business

 

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”). 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. In this report, the terms “Company,” “we,” “us,” or “our” mean PMHG and its subsidiary. Since opening in 2008, the Bank has conducted a general banking business and has grown to 107 full-time equivalent (“FTE”) employees as of December 31, 2022. We operate under the supervision and regulations of the FDIC, the Board of Governors of the Federal Reserve System ("Federal Reserve"), and the State of Florida Office of Financial Regulation ("OFR").

 

History

 

Prime Meridian Bank, a Florida commercial bank, was chartered on February 4, 2008, with a commitment to providing a high level of client service while maintaining sound and prudent banking practices. In 2010, our holding company, PMHG, was formed and the Bank’s shareholders exchanged their shares of common stock for shares of common stock of PMHG, with the Bank becoming a wholly-owned subsidiary of PMHG. This occurred through a statutory share exchange on September 16, 2010. The Company commenced a public offering registered with the United States Securities and Exchange Commission (the “SEC”) on December 11, 2013, has voluntarily continued to file periodic reports with the SEC since that date, and became listed and publicly traded on the OTCQX marketplace on August 24, 2015.

 

In an effort to provide a superior level of service, we have built a culture and brand that fosters client relationships rather than simply processing customers’ transactions. A culture that supports relationship banking has served us well, with many of our clients referring others to us. In our view, there is no greater compliment than to have our existing clients share their positive banking experiences with their family and friends.

 

Our team developed and adopted the following five core values to support our actions and guide our decisions:

 

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Passion – A level of intense excellence and commitment that goes over and above the commercial considerations and legal requirements - Never give up. Never settle for mediocrity. Never let fear hamper us from taking calculated risks. Above all, Never let a cynic stand in our way.

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Grace - Providing a high level of service, courtesy and compassion even if seemingly undeserved. Having an awareness of how our actions, body language, and words affect others. Learning to master a mindful, calm response to any situation.

●

Integrity – Doing the right thing, simply because it is the right thing to do, based on a firm adherence to the Bank’s three-way test: (1) Is it right by the client? (2) Is it right by the Bank? (3) Is it legally, morally, and ethically correct?

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Tenacity – A culture of consistent push through of ideas and challenges, not settling or allowing push back or roadblocks that will stifle progress.  Achieving the goal however difficult the goal.

●

Accountability – Holding one's self to standing forward, stepping up and accepting full and ultimate responsibility for the situation/action at hand.  A true foundation for learning to lead without authority.

 

These core values and the Bank’s three-way test (Is it right by the client? Is it right by the Bank? Is it legally, morally, and ethically correct?) also serve as the foundation for our motto, “Let’s think of a few good reasons why it CAN be done!” which is an overarching concept for our Company and team. We stress the question “Why?” because, while we clearly recognize that “how” is imperative, without understanding “why” something should be done, “how it can be done” does not necessarily matter. Our mission statement is also supported by our core values: “Building bankers to serve our clients and community in order to optimize shareholder value.” As a result of our efforts and culture, we have been able to increase our asset and deposit base exclusively through organic growth thus far.

 

Location and Service Areas

 

Prime Meridian Bank is headquartered in Tallahassee, Florida and offers a broad range of banking services to the Tallahassee Metropolitan Statistical Area (“MSA”) and the surrounding North and Central Florida and South Georgia areas. The Company is headquartered at 1471 Timberlane Road, Tallahassee, Florida 32312, its original office, which opened on February 4, 2008. The Bank also serves clients from full-service branch offices located at (i)1897 Capital Circle, NE, Tallahassee, Florida 32308, which opened in April, 2012; (ii) 2201 Crawfordville Highway, Crawfordville, Florida 32327, which opened in September, 2015; and (iii) 3340 South Florida Avenue, Lakeland, Florida 33830, which opened in April, 2019 as well as through its online banking platform.

 

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A substantial portion of the Company’s market is located in the larger Tallahassee MSA. Claritas, using primarily United States Census Bureau data, estimates that the 2023 population of the Tallahassee MSA, which includes Leon, Gadsden, Jefferson, and Wakulla counties, is 388,162 and is expected to grow to 398,871, an increase of 2.76%, by 2028. Tallahassee is the state capital and is characterized by mostly small businesses in many different service industries in addition to significant governmental and educational employment. The Tallahassee MSA is furthermore home to over 70,000 college students with two state universities (Florida State University and Florida A&M University) and Tallahassee Community College, one of the largest community colleges in Florida. The region is thought to be attractive for many types of economic development, in part due to its highly educated workforce.  According to JobsEQ, Tallahassee ranks as one of the most educated cities in America and the most educated city in Florida, with over 56% of its residents having an associate degree or higher. The Economic Development Council of Tallahassee/Leon County previously identified seven targeted industry sectors that match the region’s strengths, goals, and assets: (1) renewable energy and environment; (2) aviation and aerospace; (3) health sciences, medical education, training and research, and sports medicine; (4) information technology; (5) research and engineering; (6) transportation and logistics; and (7) advanced manufacturing.  

 

According to the U.S. Department of Labor, the national unemployment rate and Florida’s unemployment rate were 3.3% and 2.2%, respectively, at December 31, 2022, while Leon County and Polk County's unemployment rates were reported at 2.2% and 2.7%, respectively. Unemployment rates improved from 2020 levels as the country adjusted to the impact of the global COVID-19 pandemic.  Any future increases in unemployment rates could result in nonperforming loans and reduced asset quality.

 

In April 2019, the Company began serving Polk County, Florida (the 8th largest county in the state) with the opening of its office in Lakeland, Florida. Home to just over 100,000 residents, Lakeland is located along the I-4 corridor between Orlando and Tampa. According to the Lakeland Chamber of Commerce, there are over 9 million people within a 100-mile radius of the city of Lakeland.

 

Banking Services

 

Our business strategy focuses on traditional, relationship-based banking. The Bank provides a range of consumer and commercial banking services to individuals and businesses. In addition to electronic banking services such as mobile banking, remote deposit, mobile deposit, Apple Pay, Bank-to-Bank transfers and online banking, we offer basic services which include demand interest-bearing and noninterest-bearing accounts, savings accounts, money-market deposit accounts, health savings accounts (HSA), NOW accounts, time deposits, safe deposit services, wire transfers, foreign exchange services, escrow accounts, enrollment in ICS and CDARS programs, debit cards, direct deposits, notary services, night depository, official checks, domestic collections, bank drafts, automated teller services, drive-in tellers, banking by mail, credit cards through a third party, and merchant card services with a third party. In addition, the Bank issues standby letters of credit and offers commercial real estate loans, residential real estate loans, construction loans, commercial loans, equipment loans, Small Business Administration (“SBA”) loans, and consumer loans. The Bank provides debit and automated teller machine (“ATM”) cards and is a member of the MoneyPASS and Pulse networks, thereby permitting clients to utilize the convenience of a large ATM network system including more than 400,000 member machines nationwide. As of December 31, 2022, the Bank did not have trust powers.

 

Our organizational structure focuses on a strong risk management culture. We stay abreast of our market by having our Board and management team highly involved in our communities. We believe our team's banking experience and high-quality client service distinguishes us from other banks. We believe this foundation will enable us to expand our products and services to new and existing clients, resulting in steady, long-term growth. Our culture focuses on servicing our clients and proactively exceeding their expectations, which in turn supports client retention and loyalty, increased referrals, and enhanced profitability.

 

Our loan target market includes owner-occupied and nonowner-occupied commercial real estate, small businesses, real estate developers, consumers, and professionals. Small business clients are typically commercial entities with sales of $25 million or less; these clients have the opportunity to generate significant revenue for banks.

 

Our revenues are primarily derived from interest income and fees on loans, interest and dividends from investment securities, and service charge income generated from demand accounts, ATM fees, and other services. The principal sources of funds for the Bank’s lending activities are its deposits, loan repayments, and proceeds from investment debt securities. The principal expenses of the Bank are the interest paid on deposits, salaries, and general operating expenses.

 

We are committed to being a successful community bank and being a good business partner within our community. We believe our active community involvement and business development strategies, in conjunction with our client relationship culture, have formed a successful foundation for developing new relationships and enhancing existing ones.

 

Lending Activities

 

The Bank offers a wide range of lending services to the community, providing loans to small to medium sized companies and their owners and not-for-profit organizations. Included in our array of commercial loan products are commercial real estate loans, equipment loans, small business loans, and business lines of credit. We also are actively engaged in SBA guaranteed financing to support local borrowers who might not otherwise qualify for conventional financing, which helps mitigate our credit risk and results in fee income if we sell the guaranteed portion. Consumer loans include residential first and second mortgage loans, home equity lines of credit, and consumer installment loans for cars, trucks, boats, and other recreational vehicles. Most of our retail lending connections are driven by our commercial and mortgage client relationships. The Bank maintains strong and disciplined credit policies and procedures and makes loans on a nondiscriminatory basis throughout its lending area. The net loan portfolio, excluding loans held for sale, constituted 72.2% of the Company's total assets at December 31, 2022.  

 

 

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Our lenders have the authority to extend credit under guidelines established and approved by the Board of Directors. Joint approval signatures are required for all loans. Officers may not combine their lending authority to approve a loan in an amount in excess of the lending authority of the officer with the greater authority, unless otherwise provided through the approved lending authority table. However, a loan officer may obtain the approval of another officer with a higher lending authority to grant a loan. The Loan Committee and/or Board of Directors approves all loans with an aggregate indebtedness that exceeds an officer’s or co-approving officer’s lending authority, within the Bank's legal lending limits. The voting members of the Bank’s Loan Committee consist of at least five directors, with at least two of those five being nonemployee Board members. Alternates or designates may be appointed by the Board of Directors when needed. Loan Committee generally meets at least bi-weekly to consider any loan requests which are in excess of the lending limits of individual lending officers, require approval before the disbursement of proceeds, or are exceptions to our loan policy. Liquidity and stability in the Bank’s portfolio are given the highest priority; therefore, the Board of Directors reviews the portfolio mix of loans at its monthly meetings. Actions of the Loan Committee are also reported to the Board of Directors at these monthly meetings.

 

We categorize our loans as follows: commercial real estate, residential real estate (first and second mortgages and home equity loans), construction loans, commercial loans, and consumer loans. Residential real estate and home equity loans, accounting for 37.6% of the loan portfolio, and commercial real estate loans, comprising 34.0% of the loan portfolio, were the two largest categories of loans at December 31, 2022.

 

Commercial Real Estate Loans. Secured by mortgages on commercial property, these loans are typically more complex and present a higher risk profile than our consumer real estate loans. Commercial loans that are secured by owner-occupied commercial real estate are repaid through operating cash flows of the borrower whereas nonowner-occupied commercial real estate loans are generally dependent on rental income. The typical amortization period is twenty years or less. Interest rates on our commercial real estate loans are generally fixed for five years or less after which they adjust based upon a predetermined spread over an index. At times, a rate may be fixed for longer than five years. As part of our credit underwriting standards, we normally require personal guarantees from the principal owners of the business supported by a review of the principal owners’ personal financial statements, personal tax returns, and where applicable, business tax returns. As part of our enterprise risk management process, we understand that risks associated with commercial real estate loans include fluctuations in real estate values, the overall strength of the borrower, the overall strength of the economy, new job creation trends, tenant vacancy rates, environmental contamination, and the quality of the borrowers’ management. In order to mitigate and limit these risks, we evaluate collateral value and analyze the borrower’s, and if applicable the guarantor’s global cash flow position. Currently, the collateral securing our commercial real estate loans includes a variety of property types, such as office, warehouse, and retail facilities, hotels, mixed-use residential and commercial properties.

 

Residential Real Estate and Home Equity Loans. The Company offers first and second one-to-four family mortgage loans, multifamily residential loans, and home equity lines of credit. The collateral for these loans includes both owner-occupied residences and nonowner-occupied investment properties. The owner-occupied primary residence loans generally present lower levels of risk than commercial real estate loans; however, 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 Company offers both portfolio and secondary market mortgages; portfolio loans generally are based on a 3-year, 5-year, 7-year, or 10-year adjustable-rate mortgages; while 15-year or 30-year fixed-rate loans are generally sold to the secondary market. The longer-term, fixed-rate loans are sometimes retained in the Company’s loan portfolio and are evaluated on a case-by-case basis. Beginning January 1, 2023, the 10-year adjustable rate loan is no longer being offered.

 

Construction Loans. Typically, these loans have a term of one to two years and the interest is paid monthly. Once the construction period terminates, some of these loans will convert to a term loan carried in the Bank’s loan portfolio with an amortization period of twenty years or less, in general. This portion of our loan portfolio includes loans to small-to-medium sized businesses to construct owner-user properties, loans to developers of commercial real estate investment properties, and loans to residential developers. This type of loan is also made to individual clients for construction of single-family homes in our market area. An independent appraisal is generally 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 the Bank’s policies. 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 an experienced construction lender. Risks associated with construction loans include fluctuations in the value of real estate, project completion risk, changes in market trends, and the interest rate environment. The ability of the construction loan borrower to move to permanent financing of 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 after the initial funding of the loan.

 

Commercial Loans. The Company offers a wide range of commercial loans, including small business loans, equipment financing, business lines of credit, and SBA loans. Small-to-medium sized businesses, retail, and professional establishments make up our target market for commercial loans. Our lenders 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 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. Business lines of credit generally do not exceed two years and typically, are secured by accounts receivable and inventory. Significant factors affecting a commercial borrower’s credit-worthiness include the quality of management and the ability to evaluate changes in the supply and demand characteristics affecting the business’ markets for products and services and 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 risk factors 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 residential 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.

 

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Consumer and Other Loans. Our consumer portfolio is the smallest portion of our loan portfolio, representing 1.3% of our total loan portfolio at December 31, 2022. 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; it 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. Therefore, both secured and unsecured consumer loans subject the Company to risk when the borrower’s financial condition declines or deteriorates. Based upon our current trend in consumer loans, we do not anticipate that consumer loans will become a substantial component of our loan portfolio at any time in the immediate future. Consumer loans are made at fixed-interest and variable-interest rates and are based on the appropriate amortization for the asset and purpose.

 

Investments 

 

Our investments are managed in relation to loan demand and deposit growth. Available funds are placed in low-risk investments and provide liquidity to fund increases in loan demand or to offset fluctuations in deposits. With respect to our investment portfolio, the total portfolio may be invested in U.S. Treasuries, general obligations of government agencies, and bank-qualified municipal securities because such securities generally represent a relatively minimal investment risk. Occasionally, we may invest in certificates of deposit from national and state banks. We also invest in mortgage-backed securities which generally have a shorter life than the stated maturity.

 

We monitor changes in financial markets. In addition to portfolio investments, our daily cash position is monitored to ensure that all available funds earn interest at the earliest possible date. A portion of the investment account is designated as secondary reserves and invested in liquid securities that can be readily converted to cash with minimum risk of market loss. These investments usually consist of U.S. Treasury obligations, U.S. Government agencies and federal funds. The remainder of the investment account may be placed in investment securities of a different type and longer maturity. Whenever possible, our strategy is to stagger the maturities of our securities to produce a steady cash-flow in the event the Bank needs cash, or economic conditions change to a more favorable rate environment.

 

Deposit Activities

 

Deposits are the major source of the Bank’s funds for lending and other investment purposes. Deposits are gathered principally from within our primary market areas through the offering of a broad variety of deposit products, including checking accounts, money-market accounts, regular savings accounts, term certificate of deposit accounts (including “jumbo” certificates in denominations of $250,000 or more), and retirement savings plans. We consider the majority of our regular savings, demand, NOW, and money-market deposit accounts to be core deposits. The majority of our deposits are generated within the Leon County, Florida area. Our deposits are insured up to the maximum amount allowed by law by the FDIC. The Company also offers Certificate of Deposit Account Registry Service ("CDARS"), Insured Cash Sweep ("ICS") accounts. The Bank had no brokered deposits at December 31, 2022 or 2021.

 

Maturity terms, service fees, and withdrawal penalties are established by the Bank on a periodic basis. The determination of rates and terms is predicated on funds acquisition and liquidity requirements, market rate competition, growth goals, and federal regulations.

 

We offer certificates of deposit, including time deposits of $250,000 or more, public fund deposits and other large deposit accounts. More than half our time deposits are short-term in nature and are more sensitive to changes in interest rates than other types of deposits; therefore, they may be a less stable source of funds. In the event that existing short-term deposits are not renewed, the resulting loss of the deposited funds could adversely affect our liquidity. In a rising interest rate market, short-term deposits may prove to be a costly source of funds because their short-term nature requires renewal at increasingly higher interest rates, which may adversely affect the Bank’s earnings. The opposite is true in a falling interest rate market where such short-term deposits are more favorable to the Bank.

 

Company Website and U.S. Securities Exchange Commission Filings

 

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports can be found free of charge on our website at www.primemeridianbank.com as soon as reasonably practical after such material is electronically filed with or furnished to the SEC. The SEC maintains a website, www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our charters of the Audit Committee, the Compensation Committee, and the Executive, Nominating, and Corporate Governance Committee, along with our Code of Ethics and Insider Trading Policy are available on our website at www.primemeridianbank.com. Printed copies of this information may also be obtained, without charge, by written request to the Corporate Secretary at P.O. Box 13629, Tallahassee, FL 32317.

 

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Employees

 

At December 31, 2022, PMHG had 107 full-time equivalent employees (including executive officers), none of whom are represented by a union or covered by a collective bargaining agreement. Management considers employee relations to be good.

 

Competition 

 

The market for banking is highly competitive. Our competition is made up of a wide range of financial institutions, including credit unions, local, regional, and national commercial banks, mortgage companies, insurance companies, and other non-traditional providers of financial services. According to the annual Summary of Deposits report produced by the FDIC, total deposits (excluding non-retail) in Leon, Polk, and Wakulla counties, Florida, grew to over $21.0 billion as of June 30, 2022. As of June 30, 2022, there were sixteen FDIC-insured financial institutions serving Leon County; only two of them, including PMHG, are headquartered in Leon County. As of June 30, 2022, according to the Summary of Deposits, the Company ranked fifth and had a 7.06% share of the FDIC-insured deposits in Leon County. As of June 30, 2022, the Summary of Deposits reported that there were sixteen FDIC-insured institutions serving Polk County and that PMHG ranked 16th with 0.25% share of the FDIC-insured deposits in Polk County. As of June 30, 2022, the Summary of Deposits reported that there were four FDIC-insured financial institutions serving Wakulla County and that PMHG ranked second, with a 17.33% share of the FDIC-insured deposits in Wakulla County.

 

Some of our competitors are not subject to the same level of regulation and oversight that is required of banks and bank holding companies, resulting in lower cost structures. By emphasizing our exceptional client service, knowledge of local trends and conditions, and local decision-making process, we believe the Bank has developed an effective competitive advantage in its market, thus maintaining a strong level of growth.

 

Some of our competitors are much larger financial institutions with greater financial resources. It is not our goal to compete on all products and services, but rather to remain client-service focused and to adhere to our core values. This strategy has yielded solid growth for the Bank thus far.

 

Other important competitive factors that have contributed to our success in our market area include convenient office hours, electronic banking products, community reputation, quality of our banking team, capacity and willingness to extend credit, and our ability to offer cash management and other commercial banking services. Although offering competitive rates is important, we believe that our greatest competitive advantages are our experienced management team, client relationship culture, and personal service.

 

Privacy, Data Protection and Cybersecurity

 

The regulatory framework for data privacy and cybersecurity is rapidly evolving. Current federal law requires financial institutions to periodically disclose their privacy policies and practices related to sharing client information. Such laws allow consumer clients to opt out of having their information shared with unaffiliated third parties under certain circumstances. Other federal and state laws and regulations impact our ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact clients with marketing offers. Current federal law also requires financial institutions to implement a comprehensive information security program. Such programs must include administrative, procedural, and physical safeguards to ensure the security and confidentiality of client records and personal information. These security and privacy policies and procedures are in effect across the Bank. 

 

Federal banking agencies pay close attention to the cybersecurity practices of banks. Such agencies include a review of an institution’s information technology program and its ability to prevent cyberattacks in their examinations.  The FFIEC released its Architecture, Infrastructure, and Operations (AIO) Booklet in June 2021. The AIO booklet calls for a layered security approach that incorporates administrative, procedural, and physical controls to include employee, vendor, and client awareness training. The Bank’s cybersecurity and information security practices incorporate preventative, detective, corrective, compensatory, and deterrent controls. Failing to have adequate cybersecurity safeguards in place, in accordance with AIO and other applicable regulations and laws, can result in supervisory criticism, monetary penalties and reputational harm. 

 

In November, 2021, the Federal Reserve, OCC, and FDIC adopted a new regulation. Among other things, this regulation requires a bank to notify its primary federal regulator within 36 hours after identifying a "computer-security incident" that the bank believes in good faith could: (i) materially disrupt or degrade its business or operations in a manner that would threaten the viability of its operations and result in clients being unable to access their deposit and other accounts; (ii) result in a material loss of revenue, earnings or franchise value; or (iii) pose a threat to the financial stability of the United States.

 

Data privacy and data protection are also areas of increasing regulatory and legislative focus. The Bank is subject to rules and regulations issued by the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including those related to data privacy and cybersecurity. Like other lenders, the Bank uses credit bureaus in its underwriting activities. Use of such data is regulated under the Fair Credit Reporting Act, which also regulates identity theft prevention programs, reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates, and using affiliate data for marketing purposes. Federal law further requires financial institutions to explain their information-sharing practices to their clients and to protect sensitive client information.

 

Government Supervision and Regulation 

 

General

 

As a one-bank holding company, we are subject to an extensive collection of state and federal banking laws and regulations, which impose specific requirements and restrictions on virtually all aspects of our operations. We are affected by government monetary policy and by regulatory measures affecting the banking industry in general. These regulations are primarily intended to protect depositors, borrowers, the public, the FDIC, and the integrity of the U.S. banking system and capital markets. Future legislative enactments, changes in governmental policy, or changes in the way such laws or regulations are interpreted by regulatory agencies or courts could have a material impact on our business, operations, and earnings. Federal economic and monetary policy may also affect our ability to attract deposits, make loans, and achieve our planned operating results.  

 

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The following is a brief summary of some of the statutes, rules, and regulations that currently affect PMHG’s and the Bank’s operations. This summary is qualified in its entirety by reference to the particular statutory and regulatory provision referred to below and is not intended to be an exhaustive description of the statutes or regulations applicable to our business. Any change in applicable laws or regulations may have a material adverse effect on our business.

 

Prime Meridian Holding Company

 

As a bank holding company, PMHG is subject to regulation under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and the examination and reporting requirements of the Federal Reserve. As such, the Company is required to file semi-annual reports and other information with the Federal Reserve regarding its business operations and those of its subsidiary. Under the BHCA, a bank holding company may not directly or indirectly acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any additional bank without prior approval of the Federal Reserve. The Company is further prohibited from merging or consolidating with another bank holding company without prior approval.

 

Prior to any person or company, excluding a bank holding company, acquiring control of a bank holding company, subject to certain exemptions, the BHCA and the Change in Bank Control Act, together with regulations promulgated by the Federal Reserve, require either the Federal Reserve’s stated approval or a notice be furnished to the Federal Reserve and not disapproved. Control is conclusively presumed to exist when an individual or company acquires 25% or more of any class of voting securities of a bank holding company. Control may be presumed to exist if a person acquires 10% or more, but less than 25%, of any class of voting securities and either the bank holding company has registered securities under Section 12 of the Securities Exchange Act of 1934 or no other person owns a greater percentage of that class of voting securities immediately after the transaction. Additionally, the BHCA provides that the Federal Reserve may not approve any of these transactions if it would result in a monopoly, substantially lessen competition, or otherwise function as a restraint of trade, unless the anti-competitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community to be served. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks concerned and the convenience and needs of the community to be served. The Federal Reserve’s consideration of financial resources generally focuses on capital adequacy, which is discussed below. As a result of the USA PATRIOT Act, the Federal Reserve is also required to consider the record of a bank holding company and its subsidiary bank(s) in combating money laundering activities in its evaluation of bank holding company merger or acquisition transactions.

 

Except as authorized by the BHCA and Federal Reserve regulations or orders, a bank holding company is generally prohibited from acquiring direct or indirect control of 5% or more of the voting shares of any company engaged in any business other than the business of banking or managing and controlling banks. The primary exception allows a bank holding company to own shares in any company whose activities have been determined by the Federal Reserve to be so closely related to banking or to managing or controlling banks that ownership of shares of that company is appropriate. Activities the Federal Reserve has determined by regulation to be permissible for bank holding companies include the following:

 

	●	making or servicing loans and certain types of leases;
	●	engaging in certain insurance activities;
	●	performing certain data processing services;
	●	acting in certain circumstances as a fiduciary or investment or financial advisor;
	●	providing management consulting services;
	●	owning savings associations;
	●	and making investments in corporations or projects designed primarily to promote community welfare.

 

In accordance with Federal Reserve Policy, a bank holding company is expected to act as a source of financial strength to its subsidiary banks. In adhering to the Federal Reserve’s policy, we may be required to provide financial support to the Bank at a time when, absent such Federal Reserve Policy, it might not be deemed advisable to provide such assistance. Under the BHCA, the Federal Reserve may also require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserve’s determination that the activity or control constitutes a serious risk to the financial soundness or stability of any subsidiary depository institution of the bank holding company. Further, federal bank regulatory authorities have additional discretion to require a bank holding company to divest itself of any bank or nonbank subsidiary if the agency determines that divestiture may aid the depository institution’s financial condition. The Dodd-Frank Act Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) codified the Federal Reserve’s policy on serving as a source of financial strength. Such support may be required at times when, absent this Federal Reserve policy, a holding company may not be inclined to provide it. A bank holding company, in certain circumstances, could be required to guarantee the capital plan of an undercapitalized banking subsidiary.

 

The Federal Reserve’s authority was expanded through the Financial Institutions Reform Recovery and Enforcement Act of 1989 (“FIRREA”) to prohibit activities of bank holding companies and their nonbanking subsidiaries which represent unsafe and unsound banking practices, or which constitute violations of laws or regulations. FIRREA increased the amount of civil money penalties which the Federal Reserve can assess for activities conducted on a knowing and reckless basis, if those activities caused a substantial loss to a depository institution. The penalties can be as high as $1.0 million for each day the activity continues. FIRREA also expanded the scope of the individuals and entities against which such penalties may be assessed.

 

Under Florida law, a person or entity seeking to acquire a controlling interest in a Florida bank must also obtain permission from the OFR. The Florida Statutes define control as either (1) indirectly or directly owns, controls or has power to vote 25% of more of any class of voting securities of the bank, (2) controlling the election of a majority of the directors, trustees, or other governing body of the bank, (3) owning, controlling, or having power to vote 10% or more of the voting securities combined with exercising a controlling influence over the management or policies of the bank, or (4) as determined by the OFR.

 

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Prime Meridian Bank

 

As a state-chartered commercial bank, the Bank is subject to the supervision and regulation of the OFR and the FDIC. Our deposits are insured by the FDIC for a maximum of $250,000 per account ownership category. For this protection, we must pay a quarterly statutory assessment and comply with the rules and regulations of the FDIC. The assessment levied on a bank for deposit insurance varies, depending on the capital position of each bank, and other supervisory factors. Currently, we are subject to the statutory assessment.

 

The Federal Deposit Insurance Act provides that, in the event of the “liquidation or other resolution” of a bank, the claims of depositors of the bank, including the claims of the FDIC as subrogee of insured depositors and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against a bank. If a bank fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors and shareholders.

 

	Areas regulated and monitored by the bank regulatory authorities include:
	●	security devices and procedures;
	●	adequacy of capitalization and loss reserves;
	●	loans;
	●	investments;
	●	borrowings;
	●	deposits;
	●	mergers;
	●	issuances of securities;
	●	payment of dividends;
	●	establishment of branches;
	●	corporate reorganizations;
	●	transactions with affiliates;
	●	maintenance of books and records
	●	and adequacy of staff training to carry out safe lending and deposit gathering practices.

 

Dodd-Frank Wall Street Reform and Consumer Protection Act

 

The Dodd-Frank Act provides for significant regulation and oversight of the financial services industry. The Dodd-Frank Act addresses, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, derivatives, lending limits, thrift charters, and changes among the banking regulatory agencies. There are many provisions in the Dodd-Frank Act mandating regulators to adopt new regulations and conduct studies upon which future regulation may be based. While many have been issued, some remain to be issued and may have unintended effects on smaller banks.

 

The changes resulting from the Dodd-Frank Act impact and may further impact the profitability of our business activities, require changes to some of our business practices, or otherwise adversely affect our business. These impacts also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements. It may further necessitate higher levels of regulatory capital and/or liquidity and lead to a change in our business strategy. We cannot predict the effects of this legislation and the corresponding regulations on us, our competitors, or on the financial markets and economy, although it may significantly increase costs and impede efficiency of internal business processes.

 

Restrictions on Transactions with Affiliates and Loans to Insiders

 

Under Sections 23A and 23B of the Federal Reserve Act, the Bank is subject to restrictions that limit the transfer of funds or other items of value to the parent holding company, and any other non-bank affiliates in so-called “covered transactions.” The term “covered transaction” includes loans, leases, other extensions of credit, investments and asset purchases, issuance of a guarantee, as well as other transactions involving the transfer of value from the Bank to an affiliate or for the benefit of an affiliate. An affiliate of a bank is any company or entity which controls, is controlled by, or is under common control with the bank. Unless an exemption applies, covered transactions by the Bank with a single affiliate are limited to 10% of the Bank’s capital stock and surplus (tangible capital) and all such transactions are required to be on terms substantially the same, or at least as favorable to the Bank or subsidiary, as those provided to a nonaffiliate. With respect to all covered transactions with affiliates in the aggregate, they are limited to 20% of the Bank’s capital and surplus.

 

The Dodd-Frank Act expanded the scope of Section 23A and includes investment funds managed by an affiliate institution as well as other hurdles. In addition, the Dodd-Frank Act expanded coverage of transactions with insiders by including credit exposure arising from derivative transactions. The Dodd-Frank Act furthermore prohibits an insured depository institution from purchasing or selling an asset to an executive officer, director, or principal shareholder (or any related interest of such a person) unless the transaction is on market terms. If the transaction exceeds 10% of the institution’s capital, it must be approved in advance by a majority of the disinterested directors.

 

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A bank’s authority to extend credit to executive officers, directors and shareholders with greater than 10% ownership, as well as entities controlled by such persons, is subject to Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O promulgated thereunder by the Federal Reserve. Among other things, these loans must be made on terms substantially the same as those offered to unaffiliated individuals. The amount of loans a bank may make to these persons is based, in part, on the bank’s capital position, and certain approval procedures must be followed in making loans which exceed specified amounts.

 

Basel III and Sarbanes-Oxley Act

 

The Bank is also subject to capital adequacy guidelines and prompt corrective action rules that implement the revised standards of the Basel Committee on Banking Supervision, commonly called Basel III, and address relevant provisions of the Dodd-Frank Act. Basel III and the regulations of the federal banking agencies require bank holding companies and banks to undertake significant activities to demonstrate compliance with certain capital standards. Compliance with these rules impose additional costs on the Company and the Bank.

 

The Sarbanes-Oxley Act of 2002 comprehensively revised the laws affecting corporate governance, accounting obligations, and corporate reporting requirements for companies with debt or equity securities registered under the Securities Exchange Act of 1934. Compliance with this complex legislation and subsequent Securities and Exchange Commission rules is a major focus of all public corporations and will be so for the Company going forward. One of the more applicable provisions of this act is corporate responsibility for financial reports. Sarbanes-Oxley requires a public company’s principal executive officer and principal financial officer to sign quarterly and annual reports stating that they have reviewed the reports and that the reports are true.

 

Capital

 

An international body known as the Basel Committee on Banking Supervision developed regulatory capital rules to implement capital standards (referred to as Basel III) and impose higher minimum capital requirements for bank holding companies and banks. The rules apply to all national and state banks and savings associations, regardless of size, and bank holding companies and savings and loan holding companies with more than $3 billion in total consolidated assets. More stringent requirements are imposed on “advanced approaches” banking organizations which are organizations with $250 billion or more in total consolidated assets, $10 billion or more in total foreign exposures, or that have opted into the Basel III capital regime.

 

Banks are subject to regulatory capital requirements imposed by the Federal Reserve and the FDIC. Until a bank holding company’s assets reach $3 billion, the risk-based capital and leverage guidelines issued by the Federal Reserve are applied to bank holding companies on a nonconsolidated basis, unless the bank holding company is engaged in nonbank activities involving significant leverage, or it has a significant amount of outstanding debt held by the general public. Instead, a bank holding company with less than $3 billion generally applies the risk-based capital and leverage capital guidelines on a bank only basis and must only meet a debt-to-equity ratio at the holding company level. The FDIC risk-based capital guidelines apply directly to insured state banks, regardless of whether they are subsidiaries of a bank holding company. Both agencies’ requirements, which are substantially similar, establish minimum capital ratios in relation to assets, both on an aggregate basis as adjusted for credit risks and off-balance sheet exposures. The risk weights assigned to assets are based primarily on credit risks. Depending upon the riskiness of a particular asset, it is assigned to a risk category. Under the guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, risk weights (from 0% to 150%) are applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 

Capital is then classified into three categories, Common Equity Tier 1, Additional Tier 1, and Tier 2. Common Equity Tier 1 Capital (“CET1”) is the sum of common stock instruments and related surplus net of treasury stock, retained earnings, Accumulated Other Comprehensive Income (“AOCI”), and qualifying minority interests, less applicable regulatory adjustments and deductions that include AOCI (if an irrevocable option to neutralize AOCI is exercised). Mortgage-servicing assets, deferred tax assets, and investments in financial institutions are limited to an aggregate of 15% of CET1 and 10% of CET1 individually. Additional Tier 1 Capital includes noncumulative perpetual preferred stock, Tier 1 minority interests, grandfathered trust preferred securities, and Troubled Asset Relief Program instruments, less applicable regulatory adjustments and deductions. Tier 2 Capital includes subordinated debt and preferred stock, total capital minority interests not included in Tier 1, and ALLL not exceeding 1.25% percent of risk-weighted assets, less applicable regulatory adjustments and deductions.

 

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Smaller banks, such as the Bank, are also subject to the following capital level threshold requirements under the FDIC’s Prompt Corrective Action regulations.

 

Threshold Ratios

Common Equity

Total

Tier 1

Tier 1

Tier 1

Capital

Risk-Based

Risk-Based

Risk-Based

Leverage

Category

Capital Ratio

Capital Ratio

Capital Ratio

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%

 

Community banks are also subject to the following minimum capital requirements:

 

Minimum Tier 1 leverage			4.00	%
Minimum CET1 ratio			4.50	%
Capital conversion buffer			2.50	%
Minimum tier 1 capital			6.00	%
Minimum total capital			8.00	%

 

Federal banking regulators’ risk-based capital guidelines also take account of interest rate risk. Interest rate risk is the adverse effect that changes in market interest rates may have on a bank’s financial condition and is inherent to the business of banking. Under the regulations, when evaluating a bank’s capital adequacy, the capital standards explicitly include a bank’s exposure to declines in the economic value of its capital due to changes in interest rates. The exposure of a bank’s economic value generally represents the change in the present value of its assets, less the change in the value of its liabilities, plus the change in the value of its interest rate off-balance sheet contracts.

 

Federal bank regulatory agencies possess broad powers to take prompt corrective action as deemed appropriate for an insured depository institution and its holding company, based on the institution’s capital levels. The extent of these powers depends upon whether the institution in question is considered “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly under-capitalized,” or “critically undercapitalized.” Generally, as an institution is deemed to be less well-capitalized, the scope and severity of the agencies’ powers increase, ultimately permitting the agency to appoint a receiver for the institution. Business activities may also be influenced by an institution’s capital classification. For instance, only a “well-capitalized” depository institution may accept brokered deposits without prior regulatory approval and can engage in various expansion activities with prior notice, rather than prior regulatory approval. However, rapid growth, poor loan portfolio performance, poor earnings performance, or a combination of these factors, could change the capital position of the Bank in a relatively short period of time. Failure to meet these capital requirements could subject the Bank to prompt corrective action provisions of the FDIC, which may include filing with the appropriate bank regulatory authorities a plan describing the means and a schedule for achieving the minimum capital requirements. In addition, we would not be able to receive regulatory approval of any application that required consideration of capital adequacy, such as a branch or merger application, unless we could demonstrate a reasonable plan to meet the capital requirement within an acceptable period of time.

 

As of December 31, 2022, the Bank was considered to be “well capitalized” with a 9.70% Tier 1 Leverage ratio; a 12.90% Common Equity Tier 1 Risk-based Capital ratio, a 12.90% Tier 1 Risk-based Capital ratio, and a 14.04% Total Risk-based Capital ratio.

 

The Federal banking regulatory agencies have adopted a rule to simplify the methodology for measuring capital adequacy for smaller, uncomplicated banks. This community bank leverage ratio (“CBLR”) is calculated as the ratio of tangible equity capital divided by average total consolidated assets. CBLR tangible equity is defined as total equity capital, prior to including minority interests, and excluding accumulated other comprehensive income, deferred tax assets arising from net operating loss and tax credit carryforwards, goodwill, and other intangible assets (other than mortgage servicing assets). Beginning in 2020, a qualifying organization may elect to use the CBLR framework if its CBLR is greater than 9%. The Bank has not elected to use the CBLR framework because it would not receive any material benefit with respect to compliance or reporting.

 

Other Safety and Soundness Regulations

 

The federal banking agencies also have adopted guidelines prescribing safety and soundness standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation and benefits. The federal regulatory agencies may take action against a financial institution that does not meet such standards.

 

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Payment of Dividends

 

PMHG is a legal entity separate and distinct from the Bank. The Company’s principal sources of funds to pay dividends on its common stock are capital retained from stock offerings and dividends from the Bank. Various federal and state laws and regulations limit the amount of dividends the Bank may pay to the Company without regulatory approval. The Federal Reserve Board is authorized to determine the circumstances when the payment of dividends would be an unsafe or unsound practice and to prohibit such payments. The rights of the Company, its shareholders, and creditors to participate in any distribution of the assets or earnings of the Bank are also subject to the prior claims of creditors of the Bank. Additionally, the Florida Business Corporation Act provides that the Company may only pay dividends if the dividend payment would not render the company insolvent, or unable to meet its obligations as they come due.

 

As a Florida state-chartered bank, the Bank is also subject to regulatory restrictions on the payment of dividends, including a prohibition of dividend payments from the Bank’s capital under certain circumstances without the prior approval of the OFR and the FDIC. Except with the prior approval of the OFR, all dividends of any Florida bank must be paid out of retained net profits from the current period and the previous two years, after deducting expenses, including losses and bad debts.

 

Banks are also required to hold a capital conservation buffer of CET1 in excess of their minimum risk-based capital ratios to avoid limits on dividend payments and certain other bonus payments. Those requirements are reflected in the table below:

 

		Maximum Payout
		Ratio (as a % of
		the Previous Four
Capital Conservation Buffer		Quarters of Net
(as a percentage of risk weighted assets)		Income)
Greater than 2.5%		No payout limitation
Less than or equal to 2.5% and greater than 1.875%		60%
Less than or equal to 1.875% and greater than 1.25%		40%
Less than or equal to 1.25% and greater than 0.625%		20%
Less than or equal to 0.625%		0%

 

The Federal Reserve expects bank holding companies to serve as a source of strength to their subsidiary bank(s), which may require them to retain or obtain access to capital for investment in their subsidiary bank(s), rather than pay dividends to shareholders. As stated previously, the Bank may not pay dividends to PMHG, if after paying those dividends, the Bank would fail to meet the required minimum levels under the risk-based capital guidelines and the minimum leverage ratio requirements. Payment of dividends by the Bank may be restricted at any time at the discretion of its applicable regulatory authorities, based upon the Bank’s capital position and asset quality.

 

Community Reinvestment

 

In connection with its lending activities, the Bank is subject to a number of federal laws designed to protect borrowers and promote lending to various sectors of the economy and population. These include the Equal Credit Opportunity Act, the Truth-in-Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, and the Community Reinvestment Act (the “CRA”). The CRA requires the appropriate federal banking agency to assess the Bank's record in meeting the credit needs of the communities served by the Bank, including low and moderate-income neighborhoods. Under the CRA, institutions are assigned a rating of “outstanding,” “satisfactory,” “needs to improve,” or “substantial noncompliance.” The Bank received a “satisfactory” rating in its most recent CRA evaluation. In addition, pursuant to the Gramm-Leach-Bliley Act, federal banking regulators have enacted regulations limiting the ability of banks and other financial institutions to disclose nonpublic consumer information to non-affiliated third parties. The regulations require disclosure of privacy policies and allow consumers to prevent certain personal information from being shared with non-affiliated third parties.

 

The Dodd-Frank Act created the Consumer Financial Protection Bureau (the “CFPB”) as an agency to centralize responsibility for consumer financial protection, including implementing, examining and enforcing compliance with federal consumer financial laws. The CFPB has focused its rulemaking in several areas, particularly in the areas of mortgage reform involving the Real Estate Settlement Procedures Act, the Truth in Lending Act, the Equal Credit Opportunity Act, and the Fair Debt Collection Practices Act. The CFPB requires lenders to verify borrowers’ income and ability to repay loans and simplify the disclosures borrowers receive when taking out a loan.

 

Additional rulemakings to come under the Dodd-Frank Act will dictate compliance changes for financial institutions. Any such changes in regulations or regulatory policies applicable to the Bank make it difficult to predict the ultimate effect on our financial condition or results of operations.

 

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Bank Secrecy Act / Anti-Money Laundering Laws

 

Banking regulators intensely focus on Anti-Money Laundering and Bank Secrecy Act compliance requirements, particularly the Anti-Money Laundering provisions of the USA PATRIOT Act. The USA PATRIOT Act substantially broadened the scope of U.S. anti-money laundering laws and regulations by creating new laws, regulations, and penalties, imposing significant new compliance and due diligence obligations, and expanding the extra-territorial jurisdiction of the U.S. These laws and regulations require the Bank to implement policies, procedures, and controls to detect, prevent, and report potential money laundering and terrorist financing and to verify the identity of its customers. Violations of these requirements can result in substantial civil and criminal sanctions. In addition, provisions of the USA PATRIOT Act require the federal financial institution regulatory agencies to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing bank mergers and BHC acquisitions.

 

Interstate Banking and Branching

 

Current federal law authorizes interstate acquisitions of banks and bank holding companies without geographic limitation. Furthermore, national banks and state banks are able to establish branches in any state if that state would permit the establishment of the branch by a state bank chartered in that state. Florida law permits a state bank to establish a branch of the bank anywhere in the state. Accordingly, with the elimination of interstate branching under the Dodd-Frank Act, a bank with its headquarters outside the State of Florida may establish branches anywhere within Florida.

Economic and Monetary Policies

 

The Bank’s earnings are affected by the policies of various banking regulatory authorities of the United States, especially the Federal Reserve and FDIC. The Federal Reserve, among other things, regulates the supply of money, credit and interest rates as a means of influencing general economic conditions within the United States. The instruments of monetary policy employed by the Federal Reserve for these purposes influence the overall level of investments, loans, other extensions of credit and deposits, and the interest rates paid on liabilities and received on assets.

 

As is generally true with all banking institutions, the Bank’s operations are materially and significantly influenced by these general economic conditions and by related monetary and fiscal policies of financial institution regulatory agencies, including the Federal Reserve and the FDIC. Deposit flows and the cost of funds are influenced by interest rates on competing investments and general market rates of interest. Lending activities are affected by the demand for real estate financing and other types of loans, which in turn, is affected by interest rates and other factors affecting local demand and availability of funds.

 

Enterprise Risk Management

 

As evidenced by many of the challenges that the financial industry has faced, we understand and place significant emphasis on risk management. We have invested resources in comprehensive software which monitors every component of the Bank. We believe that taking a global view of the Bank’s processes, down to the details of each procedure, will keep us properly focused. We recognize that enterprise risk management is an ongoing process.

 

Our solid asset quality statistics support our emphasis on risk management. With respect to lending, our risk management philosophy focuses on structuring credits to provide for multiple sources of repayment; this philosophy, coupled with strong underwriting policies and processes administered by experienced lenders, assists us with managing and mitigating our lending risks. As loans are reviewed, any borrowers who display deteriorating financial conditions are moved to an increased level of monitoring and a plan for implementing corrective actions is developed to minimize losses. We also have an annual independent, third-party loan review performed. In addition, our risk management software has the capability to stress test our portfolio utilizing mild and severe environments.

 

Our program also focuses on other specific areas of risk management including asset liability management, regulatory compliance, vendor management, policy review tracking, audit functions, and internal controls. Our asset liability management process is extensive; we use independent models by reputable third parties to run our interest rate risk model. We may utilize hedging techniques whenever our models indicate short term (net interest income) or long term (economic value of equity "EVE") risk to interest rate movements.

 

Our enterprise risk management program assists with monitoring operational controls and compliance control functions. We have also engaged an experienced independent public accounting firm to assist us with testing controls for operations and compliance. In addition, another experienced independent firm has been engaged to review and assess our controls with respect to technology and to perform penetration testing to assist us in managing the risks associated with information security.

 

Correspondent Banking

 

Correspondent banking gives the Bank access to services that we have determined are not economical or practical to perform ourselves. We purchase correspondent services offered by larger banks, including check collections, purchase of federal funds, security safekeeping, investment services, coin and currency supplies. We may also use correspondent banks for overline and liquidity loan participations and sales of loan participations.

 

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Interest and Usury

 

The Bank is subject to numerous state and federal statutes that affect the interest rates that may be charged on loans. These laws do not, under present market conditions, deter the Bank from continuing to originate loans.

 

 

Item 1A          Risk Factors

 

RISKS RELATED TO OUR BUSINESS OPERATIONS

 

Some of our borrowers will not repay their loans, and losses from loan defaults may exceed the allowance we establish for that purpose, which may have an adverse effect on our business.

 

Consistent with the financial institution industry, some of our borrowers inevitably will not repay loans that we make to them. This risk is inherent in the banking business. The risk of credit losses on loans varies with, among other things, general economic conditions, the type of loan being made, the creditworthiness of the borrower over the term of the loan and, in the case of a collateralized loan, the value and marketability of the collateral for the loan. If a significant number of loans are not repaid, it will have an adverse effect on our earnings and overall financial condition.

 

Like all financial institutions, we maintain an allowance for loan losses ("ALLL") to account for possible loan defaults and nonperformance. The allowance for loan losses reflects our best estimate of probable and inherent losses in the loan portfolio at the relevant time. This evaluation is based primarily upon the following: a review of our historical loan loss experience as adjusted for certain qualitative factors; known risks contained in the loan portfolio; known risks for each segment of our loan portfolio; composition and growth of the loan portfolio; and certain economic factors. Despite our best efforts, and particularly due to the fact that we have a limited loan loss history, the determination of an appropriate level of loan loss allowance is an inherently difficult process and is based on numerous assumptions and estimations.

 

Beginning in 2023, we will apply CECL in calculating our provision and ALLL. We cannot be certain of the impact of CECL on our provision expense until we implement it and evaluate our results under its standards. As a result of these factors, we may experience increased expense or find that our allowance for loan losses may not be adequate to cover our actual losses, and future provisions for loan losses may adversely affect our earnings and capital position.

 

Our recent results may not be indicative of our future results.

 

We may not be able to sustain our historical rate of growth. In addition, our recent growth may distort some of our historical financial ratios and statistics. Various factors, such as economic conditions, regulatory and legislative considerations and limitations, and competition, may also impede or prohibit our efforts to expand our market presence. If we experience a significant decrease in our historical rate of growth, our results from operations and financial condition may be adversely affected due to a high percentage of our operating costs being fixed expenses.

 

Changes in business and economic conditions, in particular those of the Florida markets in which we operate, could lead to lower asset quality and lower earnings.

 

Unlike larger national or regional banks that are more geographically diversified, our business and earnings are closely tied to general business and economic conditions, particularly the economy of the Tallahassee MSA. The local economy is heavily influenced by government, education, real estate, and other service-based industries. Factors that could affect the local economy include declines in government spending, higher energy costs, reduced consumer or corporate spending, natural disasters or adverse weather, health epidemics, and a significant decline in real estate values. A sustained economic downturn could adversely affect the quality of our assets, credit losses, and the demand for our products and services, which could lead to lower revenue and lower earnings.

 

Changes in interest rates affect our profitability and assets.

 

Our profitability depends to a large extent on the Bank’s net interest income, which is the difference between income on interest-earning assets such as loans, investment securities, and liquid balances and expenses on interest-bearing liabilities such as deposits and borrowings. We are unable to predict changes in market interest rates, which are affected by many factors beyond our control including inflation, economic recession, unemployment, money supply, domestic and international events, and changes in the United States and other financial markets.

 

At December 31, 2022, our one-year interest rate sensitivity position was slightly liability sensitive, such that an immediate increase in interest rates would have a negative impact on our net interest income over the next twelve months. Our ALCO model shows that the effect would be immaterial and fall within Board approved limits. Our results of operations are affected by changes in interest rates and our ability to manage this risk. The difference between interest rates charged on interest-earning assets and interest rates paid on interest-bearing liabilities may be affected by changes in market interest rates, changes in relationships between interest rate indices, and changes in the relationships between long-term and short-term market interest rates. Our net interest income may be reduced if: (i) more interest-earning assets than interest-bearing liabilities reprice or mature during a time when interest rates are declining; or (ii) more interest-bearing liabilities than interest-earning assets reprice or mature during a time when interest rates are rising. In addition, the mix of assets and liabilities could change as varying levels of market interest rates might present our client base with more attractive options.

 

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Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.

 

Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, and other sources, could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities on terms that are acceptable to us could be impaired by factors that affect us specifically, the financial services industry, or the economy in general. Factors that could negatively impact our access to liquidity sources include a decrease of our business activity as a result of a downturn in the markets in which our loans are concentrated, adverse regulatory action against us, our inability to attract and retain deposits, unrealized losses in the available-for-sale debt securities portfolio that could impact our ability to sell them without absorbing material losses, or increases in pledging requirements that could reduce our access to secured borrowing sources. Our ability to borrow could be impaired by factors that are not specific to us, such as a disruption in the financial markets and diminished expectations or growth in the financial services industry.

 

We may not be able to retain or grow our core deposit base, which could adversely impact our funding costs.

 

Like many financial institutions, we rely on client deposits as our primary source of funding for our lending activities. Our future growth will largely depend on our ability to retain and grow our deposit base. Although we have historically maintained a high deposit client retention rate, these deposits are subject to potentially dramatic fluctuations in availability or price due to certain factors outside of our control, such as increasing competitive pressures for deposits, changes in interest rates and returns on other investment classes, client perceptions of our financial health and general reputation, or a loss of confidence by clients in us or the banking sector generally. Such factors could result in significant outflows of deposits within short periods of time or significant changes in pricing necessary to maintain current client deposits or attract additional deposits. Additionally, any such loss of funds could result in lower loan originations, which could have a material adverse effect on our business, financial condition and results of operations.

 

Our loan portfolio includes commercial, real estate, and consumer and other loans that may have higher risks.

 

Commercial loans and commercial real estate loans generally carry larger balances and can involve a greater degree of financial and credit risk than other loans. As a result, banking regulators continue to give greater scrutiny to lenders with a high concentration of commercial real estate loans in their portfolios, and such lenders are expected to implement stricter underwriting standards, internal controls, risk management policies, and portfolio stress testing, as well as higher capital levels and loss allowances. The increased financial and credit risk associated with these types of loans are a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the size of loan balances, the effects of general economic conditions on income-producing properties, and the increased difficulty of evaluating and monitoring these types of loans.

 

Our continued pace of growth may require us to raise additional capital in the future, but that capital may not be available when it is needed.

 

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. Our ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside our control, and depend on our financial performance. Accordingly, there is no assurance as to our ability to raise additional capital if needed on terms acceptable to us. If we cannot raise additional capital to support our growth, our ability to further expand our operations through internal growth and acquisitions could be materially impaired.

 

We may be subject to losses due to fraudulent and negligent acts on the part of loan applicants, mortgage brokers, other vendors and our employees.

 

When we originate loans, we rely heavily upon information supplied by loan applicants and third parties, including the information contained in the loan application, property appraisal, title information, and employment and income documentation provided by third parties. If any of this information is misrepresented and such misrepresentation is not detected prior to loan funding, we generally bear the risk of loss associated with the misrepresentation.

 

Both our industry and our primary service area are highly competitive.

 

There are a number of national and regional financial institutions that compete with us in our primary service areas. By virtue of their larger capital resources, such institutions have significantly greater lending limits than we have, and these financial institutions have the ability to offer a greater mix of financial products and services than we are able to provide. In addition, we are also competing with other financial institutions, such as savings and loan associations and credit unions, for deposits and loans. Most of our competitors benefit from a more established market presence, greater capital, and a larger asset and lending base. As a result, we cannot anticipate the extent to which such competition may negatively affect our ability to operate profitably.

 

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Our lending limit per borrower will continue to be lower than many of our competitors which may discourage potential clients and limit our loan growth.

 

The Bank's legally mandated lending limit is lower than that of many of our larger competitors because we have less capital. At December 31, 2022, our legal lending limit for loans was approximately $20.3 million to any one borrower on a secured basis and $12.2 million on an unsecured basis. Furthermore, management has an established in-house lending limit of $8.0 million for any single secured loan or loan relationship and an in-house limit of $1.0 million for any single unsecured loan or loan relationship as of December 31, 2022. Although we have not experienced this to date, our lower lending limit may discourage potential borrowers with loan needs that exceed our limit from doing business with us. This may restrict our ability to grow. We attempt to serve the needs of these borrowers by selling loan participations to other institutions, but this strategy may not always succeed.

 

A significant portion of our loan portfolio is secured by real estate in our geographic markets and events that negatively impact the real estate market in our primary market could hurt our business.

 

Our interest-earning assets are heavily concentrated in mortgage loans secured by real estate, particularly real estate located in Leon County, Florida. As of December 31, 2022, approximately 84.2% of our gross loan portfolio (excluding loans held for sale) had real estate as a primary or secondary component of collateral. The real estate collateral, in each case, provides an alternate source of repayment in the event of default by the borrower; however, the value of the collateral may decline during the time the credit is extended. Real estate values and real estate markets are generally affected by a variety of factors including changes in economic conditions; fluctuations in interest rates; the availability of credit; changes in tax laws and other governmental statutes, regulations, and policies; and acts of nature. If we are required to liquidate the collateral securing a loan during a period of reduced real estate values to satisfy the debt, our earnings and capital could be adversely affected.

 

This concentration of loans subjects us to risks if there is a downturn in the economy or a recession similar to the one our country most recently experienced. A downturn could result in decreased loan originations and increased delinquencies and foreclosures, which could more greatly affect us than if our lending were more geographically diversified. In addition, since a large portion of our portfolio is secured by properties located in Leon County, Florida, the occurrence of a natural disaster, such as a hurricane, or a man-made disaster could result in a decline in loan originations, a decline in the value or destruction of mortgaged properties, and an increase in the risk of delinquencies, foreclosures or loss on loans originated by us.

 

We face additional risks due to our increased mortgage banking activities that could negatively impact net income and profitability.

 

We sell the majority of the mortgage loans that we originate. The sale of these loans generates noninterest income and can be a source of liquidity for the Bank. Disruption in the secondary market for residential mortgage loans could result in our inability to sell mortgage loans, which could negatively impact our liquidity position and earnings. In addition, declines in real estate values or increases in interest rates could reduce the potential for robust mortgage originations, which could negatively impact our earnings. As we do sell mortgage loans, we also face the risk that such loans may have been made in breach of our representations and warranties to the buyers and we could be forced to repurchase such loans or pay other damages.

 

The success of our mortgage lending business depends on our ability to generate loans and attract and retain effective loan origination officers and other sources of mortgage loan referrals.

 

The mortgage lending business is highly dependent on being able to successfully originate a consistent volume of loans. This can be adversely affected by increases in mortgage loan interest rates or lower than typical home sales rates. The primary ways we generate loans are through the personal sales efforts of our mortgage lending officers and our development of loan referral sources, such as real estate brokers. If we are unable to attract and retain a productive team of such officers or develop an effective network of referral sources, or if demand for such loans is less than is typical, we will likely be unable to generate a volume of mortgage loans to produce sufficient revenue for this line of business to be profitable. If we cannot operate this line of business in a profitable manner, we will likely incur losses due to expenses associated with attempting to establish the line of business.

 

Future economic growth in our market area may be slower compared to previous years.

 

The State of Florida’s population growth historically has exceeded national averages. Consequently, the state has experienced substantial growth in new business formation and public works spending. Although recently home prices have increased due to a moderate economic growth and migration into our market area, growth in our market area may still be restrained in the near term. Any decrease in existing and new home sales or in the inventory of houses available for sale will limit lending opportunities and negatively affects our income. In addition, an increase in interest rates may decrease the demand for loans in our market and a decline in property values could lead to valuation adjustments on our loan portfolio.

 

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Our business strategy depends on continued growth; therefore, our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.

 

We intend to continue pursuing a growth strategy for our business. Our business prospects must be considered in light of the risks, expenses, and difficulties that are frequently encountered by companies in significant growth stages of development. In light of the prevailing economic conditions, we cannot assure you we will be able to expand our market presence in our existing market, successfully enter new markets, or that any such expansion will not adversely affect our results of operations. Failure to manage our growth effectively could have a material adverse effect on our business, future prospects, financial condition, or results of operations and could negatively affect successful implementation of our business strategy.

 

Reputational risk and social factors may impact our results.

 

Our ability to originate and maintain deposit accounts and loans is highly dependent upon client and community perceptions of our business practices and our financial health. Adverse perceptions regarding those factors could damage our reputation in our markets, leading to difficulties in generating and maintaining deposit and loan client relationships. Adverse developments with respect to the consumer or other external perceptions regarding the practices of our competitors, or our industry as a whole, may also adversely impact our reputation. Adverse impacts on our reputation, or the reputation of our industry, may also result in greater regulatory or legislative scrutiny, which may lead to laws, regulations or regulatory actions that may change or constrain the manner in which we engage with our clients and the products we offer. Adverse reputational impacts or events may also increase our litigation risk. We carefully monitor internal and external developments for areas of potential reputational risk and have established governance structures to assist in evaluating such risks in our business practices and decisions.

 

We may face risks with respect to future expansion.

 

We may engage in additional de novo branch expansion, expansion through acquisitions of existing branches of other financial institutions, or the acquisition of existing financial institutions in North and Central Florida, South Georgia, or South Alabama. We may consider and enter into new lines of business or offer new products or services. Branch expansion, acquisitions, and mergers involve a number of risks, including, but not limited to: (i) the time and costs associated with identifying and evaluating potential acquisitions and merger partners; (ii) inaccurate estimates and judgments regarding credit, operations, management, and market risks of the target institutions; (iii) the time and costs of evaluating new markets, hiring experienced local management, opening new offices, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion; (iv) our ability to finance an acquisition and possible dilution to our existing shareholders; (v) the diversion of our management’s attention to the negotiation of a transaction, and the integration of the operations and personnel of the combining businesses; (vi) our ability to penetrate new markets when we lack experience in those markets; (vii) the strain of growth on our infrastructure, staff, internal controls and managements, which may require additional personnel, time, and expenditures; (viii) exposure to potential asset quality issues with acquired institutions; (ix) the introduction of new products and services into our business that could prove costly; and (x) the possibility of unknown or contingent liabilities.

 

We may incur substantial costs to expand and we can give no assurance such expansion will result in the levels of profits we seek. There can be no guarantee that integration efforts of any future mergers or acquisitions will be successful. Also, we may issue equity securities, including common stock and securities convertible into shares of our common stock in connection with a future acquisition, which could cause ownership and economic dilution to our current shareholders.

 

Our business is exposed to the possibility of technology failure and a disruption in our operations may adversely affect our business.

 

The Bank relies on its computer systems and the technology of outside service providers for its daily operations. We rely on these systems to accurately track and record our assets and liabilities. If our computer systems or outside technology sources become unreliable, fail, or experience a breach of security, our ability to maintain accurate financial records may be impaired, which could materially affect our business operations and financial condition. In addition, a disruption in our operations resulting from failure of transportation and telecommunication systems, loss of power, interruption of other utilities, natural disaster, fire, global climate changes, computer hacking or viruses, failure of technology, terrorist activity, or the domestic and foreign response to such activity or other events outside of our control could have an adverse impact on the financial services industry as a whole and/or on our business. Our business continuity plan and disaster recovery plan may not be adequate and may not prevent significant interruptions of our operations or substantial losses. The increased number of cyber-attacks during the past few years has further heightened our awareness of this risk. As the environment for such attacks continues to evolve, we will continue to implement additional security controls.

 

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A failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber-attacks, could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause financial losses.

 

We rely heavily on communications and information systems to conduct our business. Information security risks for financial institutions such as ours have generally increased in recent years in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties. As client, public, and regulatory expectations regarding operational and information security have increased, our operational systems and infrastructure must continue to be safeguarded and monitored for potential failures, disruptions, and breaches. Our business, financial, accounting and data processing systems, or other operating systems and facilities may stop operating properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control. For example, there could be electrical or telecommunications outages; natural disasters such as earthquakes, tornadoes, and hurricanes; disease pandemics; events arising from local or larger scale political or social matters, including terrorist acts; and, as described below, cyber-attacks.

 

As noted above, our business relies on our digital technologies, computer and email systems, software, and networks to conduct its operations. Although we have information security procedures and controls in place, our technologies, systems, networks, and our clients’ devices may become the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our or our clients’ confidential, proprietary and other information, or otherwise disrupt our or our clients’ or other third parties’ business operations. Third parties with whom we do business or that facilitate our business activities, including financial intermediaries, or vendors that provide services or security solutions for our operations, and other third parties, could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints.

 

Cyber threats are rapidly evolving and we may not be able to anticipate or prevent all such attacks. While we have disaster recovery and other policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. Our risk and exposure to these matters remains heightened because of the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of our controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a focus for us. As threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate information security vulnerabilities. Disruptions or failures in the physical infrastructure or operating systems that support our businesses and clients, or cyber-attacks or security breaches of the networks, systems or devices that our clients use to access our products and services could result in client attrition, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our results of operations or financial condition.

 

Technological changes, including online and mobile banking, have the potential of disrupting our business model, and we may have fewer resources than many competitors to invest in technological improvements.

 

The financial services industry is experiencing significant and rapid technological changes. Many of our bank and non-bank competitors frequently introduce new technology-driven products and services. Changes in client expectations and behaviors have increased the need to offer these options to our clients. Our future success will depend, in part, upon our ability to invest in and use technology to provide products and services that provide convenience to clients and to create additional efficiencies in operations. We will need to make significant additional capital investments in technology, and we may not be able to effectively implement new technology-driven products and services in a timely manner in response to changes in client behaviors, thus adversely affecting our operations. Many competitors have substantially greater resources to invest in technological improvements than we do.

 

We may not be able to attract and retain skilled people.

 

Our success depends, in large part, on our ability to attract and retain key people. Competition for the best people in most activities we engage in can be intense and we may not be able to hire people or to retain them. An inability to develop and maintain a skilled and well qualified team of employees could have a material adverse impact on our business, because they are integral to the implementation of our business strategies and the provision of service to our clients. Finding qualified replacement personnel can be time consuming and expensive and distract us from our business activities.

 

We are dependent on key executive officers, the loss of which may be detrimental to our operations.

 

We are dependent on certain executive officers of the Company and the Bank, for their leadership and oversight in all aspects of our operations and the unexpected loss of any of these personnel could adversely affect our operations. Such adverse effects may be magnified if such officers were to become employed with a competitor of ours.

 

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If our enterprise risk management framework is not effective, we could suffer unexpected losses and our results of operations could be materially adversely affected.

 

Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing financial performance and stockholder value. We have established processes and procedures intended to identify, measure, monitor, report and analyze the types of risk to which we are subject, including credit, liquidity, operational, regulatory compliance and reputational. However, as with any risk management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the future, risks that we have not appropriately anticipated or identified. If our risk management framework proves ineffective, we could suffer unexpected losses and our business and results of operations could be materially adversely affected.

 

We operate in a geographic location that is vulnerable to hurricanes which could be detrimental to our operations.

 

Florida, in general, and certain of our market areas have a material risk of hurricanes and related damage. We have a disaster recovery plan in place for such events that includes among other things plans to move a team of key employees to an offsite remote location. While management believes it has a viable plan in place to keep the Bank operational, it has never been fully tested in a major natural disaster.

 

The effects of future widespread public health emergencies may negatively affect our local economies or disrupt our operations, which would have an adverse effect on our business or results of operations.

 

Widespread health emergencies, such as the recent global COVID-19 pandemic, can disrupt our operations through their impact on our employees, clients and their businesses, and the communities in which we operate. Disruptions to our clients could result in increased risk of delinquencies, defaults, foreclosures and losses on our loans, negatively impact regional economic conditions, result in a decline in local loan demand, loan originations and deposit availability and negatively impact the implementation of our growth strategy. Any one or more of these developments could have a material adverse effect on our business, financial condition and results of operations. 

 

LEGAL AND REGULATORY RISKS

 

We are subject to government regulation and monetary policy that could constrain our growth and profitability. 

 

We are subject to extensive federal government supervision and regulations that impose substantial limitations with respect to lending activities, purchases of investment securities, the payment of dividends, and many other aspects of the banking business. Many of these regulations are intended to protect depositors, the public, and the FDIC but not our shareholders. The banking industry is heavily regulated. We are subject to examinations, supervision, and comprehensive regulation by various federal and state agencies. Our compliance with these regulations is costly and restricts certain activities of the Bank. Banking regulations are primarily intended to protect the Bank Insurance Fund and depositors, not shareholders. The burden imposed by federal and state regulations puts banks at a competitive disadvantage compared to less regulated competitors such as finance companies, mortgage banking companies, and leasing companies. Federal economic and monetary policy may also affect our ability to attract deposits, make loans, and achieve our planned operating results.

  

Legislation and regulatory proposals enacted in response to market and economic conditions may materially adversely affect our business and results of operations.

 

Changes in the laws, regulations, and regulatory practices affecting the banking industry may increase our costs of doing business or otherwise adversely affect us and create competitive advantages for others. The Dodd-Frank Act in particular represents a significant overhaul of many aspects of the regulation of the financial services industry. These changes may impact the profitability of our business activities, require changes to some of our business practices, or otherwise adversely affect our business, as would other regulatory initiatives that may become effective. These changes may also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements. It may also require us to hold higher levels of regulatory capital and/or liquidity and it may cause us to adjust our business strategy and limit our future business opportunities. We cannot predict the effects of this legislation and the corresponding regulations on us, our competitors, or on the financial markets and economy, although it may significantly increase costs and impede efficiency of internal business processes.

 

Our information systems may experience an interruption or security breach.

 

We rely heavily on communications and information systems to conduct our business. We also provide our clients the ability to bank electronically through online banking, remote capture, mobile capture, and mobile banking. The secure transmission of confidential information over the internet is a critical element of banking online. Our network could be vulnerable to unauthorized access, computer viruses, phishing schemes, and other security problems. Any failure, interruption, or breach in the security of these systems could result in disruptions in our client relationship management, general ledger, deposit, loan, and other systems. While we have policies and procedures designed to prevent or limit the effects of possible failure, interruption, or security breach of our information systems, there can be no assurance that any such failure, interruption or security breach will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failure, interruption, or security breach of our information systems could damage our reputation, result in a loss of client business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability. While we do carry insurance to protect against losses resulting from such technology issues or breaches, we could be exposed to claims, litigation, and other possible liabilities that could exceed the maximum policy limits.

 

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Florida financial institutions face a higher risk of noncompliance and enforcement actions with anti-money laundering statutes and regulations.

 

Banking regulators focus intensely on anti-money laundering compliance requirements. They also intensely scrutinize compliance with the rules enforced by the Office of Foreign Assets Control. Both federal and state banking regulators and examiners have been extremely aggressive in their supervision and examination of financial institutions located in the State of Florida with respect to institutions’ anti-money laundering compliance.

 

In order to comply with regulations, guidelines, and examination procedures in this area, the Bank has been required to adopt policies and procedures and to install expensive systems. If our policies, procedures, and systems are deemed deficient, then we may be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan including acquisition plans.

 

Higher FDIC deposit insurance premiums and assessments could adversely affect our financial condition.

 

The deposits of the Bank are insured by the FDIC up to legal limits and, accordingly, subject the Bank to the payment of FDIC deposit insurance assessments. The Bank’s regular assessments are determined by its risk classification, which is based on its regulatory capital levels and the level of supervisory concern that it poses. Any increases in assessment rates or special assessments which may occur in the future could reduce our profitability or limit our ability to pursue certain business opportunities, which could materially and adversely affect our business, financial condition, results of operations, and prospects.

 

The FASB has issued an accounting standard update that will result in a significant change in how we recognize credit losses and may have a material impact on our financial condition or results of operations.

 

The Financial Accounting Standards Board (“FASB”) has issued an accounting standard update, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model. This model is commonly referred to as CECL. Under CECL, effective January 1, 2023, we are required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events (including historical experience), current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs from the “incurred loss” model previously required. Accordingly, the adoption of the CECL model may affect how we determine our allowance for credit loan losses and could require us to significantly increase our allowance. Moreover, the CECL model may create more volatility in the level of our allowance for credit losses. If we are required to materially increase our level of allowance for credit losses for any reason, such increase could adversely affect our business, financial condition and results of operations.

 

The Company adopted this ASU on January 1, 2023. The Company currently expects that the initial adjustment to the allowance for loan losses will be a decrease of approximately $1.9 million, net of taxes, bringing the ratio of allowance to total loans from 1.20% to 0.76%.

 

RISKS RELATED TO OWNERSHIP OF SHARES OF OUR COMMON STOCK

 

The limited trading market may make it difficult for you to sell your shares in the future.

 

Shares of our common stock trade on the OTCQX market under the symbol, “PMHG.” However, there is limited trading activity in our common stock which may make it difficult for you to sell your shares and may depress the prices at which you would be able to sell your shares. A public market having depth and liquidity depends on having enough buyers and sellers at any given time. Without an active trading market, shareholders may find it difficult to find buyers for their shares. The price at which you may be able to sell your shares may also be subject to volatility due to the size of, and activity in, the market for them. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

 

Our Board of Directors owns a significant percentage of our shares and will be able to make decisions to which you may be opposed.

 

As of February 28, 2023, the Company’s directors and executive officers as a group owned 738,173 shares of common stock, or 23.2% of our outstanding common stock. In addition, the directors and executive officers have stock options to acquire 168,250 shares of common stock, which, if fully exercised, would result in them owning 27.0% of our outstanding common stock. Our directors and executive officers are expected to exert a significant influence on the election of Board members and on the direction of the Company. This influence could negatively affect the price of our shares or be inconsistent with other shareholders’ desires.

 

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We have pledged the outstanding shares of the Bank to secure a loan and if we cannot repay the loan or continue to refinance the loan, the lender may foreclose on the loan and take ownership of the Bank.

 

We have pledged 100% of the outstanding shares of the Bank’s capital stock to secure a line of credit for PMHG. If we do not have cash available at PMHG or we are unable to fund dividends from the Bank to PMHG, we will not be able to make principal or interest payments due on any line of credit draws. If we cannot repay or refinance them on or prior to maturity, the lender may foreclose on the pledged stock and take ownership of the Bank, in which case, we will not have any source of revenue and it would be unlikely that we would continue to operate.

 

We may face statutory and other restrictions on our ability to pay dividends in the immediate future.

 

In January 2023, the Board of Directors declared an annual dividend of $0.22 per share on our common stock, payable on February 28, 2023 to shareholders of record as of February 9, 2023. PMHG’s ability to pay dividends to our shareholders depends on our retention of capital from our stock offerings and our possible receipt of dividends from the Bank. The Bank is also subject to restrictions on dividends as a result of banking laws, regulations, and policies. If PMHG has not retained sufficient capital, or access to capital, and the Bank elects not to, or is unable to, pay dividends to PMHG, then it is unlikely that PMHG will be able to pay dividends to its shareholders.

 

In addition, PMHG has a line of credit. Should we take draws on that line of credit, our obligation to make interest and principal payments will reduce the amount of cash available to pay dividends on common stock. In addition, PMHG or the Bank may issue additional debt. Payments on such debt would further reduce the amount of money available to PMHG to pay common stock dividends.

 

Item 1B               Unresolved Staff Comments

None.

 

Item 2                  Properties

 

We operated out of four facilities during the year ended December 31, 2022.

 

Location		Use		Own or Lease		Year First Occupied
1897 Capital Circle NE Tallahassee, Florida 32308		Branch office and operations center of the Bank		Own		2012
1471 Timberlane Road Tallahassee, Florida 32312		Executive office and headquarters of the Company and main office of the Bank		Lease		2007
2201 Crawfordville Highway Crawfordville, Florida 32327		Branch office of the Bank		Own		2016
3340 South Florida Avenue Lakeland, Florida 33803		Branch office of the Bank		Own		2019

 

 

Item 3                  Legal Proceedings

 

From time to time, we are a party to various matters incidental to the conduct of a banking business. Presently, 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 4                  Mine Safety Disclosure

 

Not applicable.

 

Item 5                  Market for Registrant’s Common Equity, Related Stockholder’s Matters and Issuer Purchases of Equity Securities

 

The Company's stock is traded on the OTCQX, an interdealer quotation system, under the symbol "PMHG."  As of February 28, 2023, there were 311 record holders of common stock.  Quotations on the OTCQX reflect interdealer prices, without retail mark-up or commission and may not necessarily represent actual transactions. 

 

Share Repurchase

 

We repurchased no shares of our common stock in 2022.

 

 

Sales of Unregistered Securities

 

During 2022, the Company issued 5,002 shares to members of its Board of Directors in lieu of cash fees. To incentivize our directors to elect to receive stock, they receive shares valued at 110% of the otherwise-payable cash fees. In 2022, such shares were valued at $131,000 and were all issued in accordance with the benefit plan exemption from registration pursuant to SEC Rule 701.

 

Also during 2022, the Company issued 10,203 restricted stock shares to employees as part of their compensation.  The shares were valued at $284,000 at the date of grant and were issued in accordance with the benefit plan exemption from registration pursuant to SEC Rule 701. 

 

The equity compensation plan information presented in Part III, Item 12 of this Form 10-K is incorporated herein by reference.

 

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Item 6:                  Reserved

 

 

 

 

 

 

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Item 7:               Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

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 actual effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse effect on our operations and the operations of our subsidiary, Prime Meridian Bank, include, but are not limited to, changes in the following:

 

	●	local, regional, and national economic and business conditions;
	●	banking laws, compliance, and the regulatory environment;
	●	unanticipated changes in the 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;
	●	fraud committed by our clients or persons doing business with our clients;
	●	consumer spending, borrowing and savings habits;
	●	any failure or breach of our operational systems, information systems or infrastructure, or those of our third-party vendors and other service providers, including cyber-attacks;
	●	application and interpretation of accounting principles and guidelines;
	●	natural disasters, public unrest, adverse weather, public health and other conditions impacting our or our clients’ operations;
	●	and other economic, competitive, governmental, regulatory, or technological factors affecting us.

 

General

 

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. The following discussion should be read in conjunction with the Company’s consolidated financial statements.

 

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, salaries plus related employee benefits, and occupancy and equipment. We measure our performance through our net interest margin, return on average assets, return on average equity, and ratio of nonperforming assets to total assets, while maintaining appropriate regulatory leverage and risk-based capital ratios.

 

Application of Critical Accounting Policies and Estimates 

 

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with prevailing practices within the banking industry. Application of these principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes; therefore, our financial condition and results of operations are sensitive to accounting measurements and estimates of matters that are inherently uncertain. When applying accounting policies in areas that are subjective in nature, the Bank must use its best judgment to arrive at the carrying value of certain assets. The most critical accounting policy applied is the valuation of our subsidiary bank's loan portfolio. A variety of estimates impact the carrying value of the loan portfolio including the calculation of the allowance for loan losses, the valuation of underlying collateral, the timing of loan charge-offs, and the amount and amortization of loan fees and deferred origination costs.

 

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We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances. These assumptions form the basis for our judgments about the carrying values of assets and liabilities that are not readily available from independent, objective sources. We evaluate our estimates on an ongoing basis. Use of alternative assumptions may have resulted in significantly different estimates and actual results may differ from these estimates.

 

We have identified the following accounting policy and estimate as critical. In order to understand our financial condition and results of operations, it is important to comprehend how these assumptions apply to our consolidated financial statements.

 

Allowance for Loan Losses. Our allowance for loan losses (“ALLL”) is established through a provision for loan losses charged to earnings as specific loan losses are identified by management and as inherent loan losses are determined to exist. Loan losses are charged against the ALLL when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the ALLL.

 

Our ALLL is evaluated for adequacy by management on a monthly basis and is based upon management’s periodic review of the collectability of the loan portfolio in light of historical experience in the industry, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions and industry standards. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

 

Specific loan losses are identified and evaluated in accordance with ASC 310-10 – “Receivables.” A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment status include payment status and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not considered as impaired. We look at the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

 

When a loan is considered impaired, the amount of the impairment is measured on a loan-by-loan basis by comparing the recorded investment in the loan to any of the following measurements: the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. If the recorded investment in the loan is higher than the calculated impairment basis, the difference is maintained as a specific loan loss allocation, or it is charged off if the amount is determined to be uncollectible. As the Bank grows, management may elect to collectively evaluate large groups of smaller balance homogeneous loans for impairment, instead of on a loan-by-loan basis.

 

Inherent loan losses are evaluated in accordance with ASC 450-20 – “Contingencies.” Management currently uses three years of historical loan loss data; however, because of limited loss experience we also take into account the following qualitative factors: (i) changes in lending policies and procedures, risk selection and underwriting standards; (ii) changes in national, regional and local economic conditions that affect the collectability of the loan portfolio; (iii) changes in the experience, ability, and depth of lending management and other relevant staff; (iv) changes in the volume and severity of past due loans, nonaccrual loans or loans classified “Special Mention,” “Substandard,” “Doubtful” or “Loss;” (v) the quality of loan review; (vi) changes in the nature and volume of the loan portfolio and terms of loans; (vii) the existence and effect of any concentrations of credit and changes in the level of such concentrations; (viii) changes in collateral dependent loans; and (ix) the effect of other external factors, trends or uncertainties that could affect management’s estimate of probable losses, such as competition and industry conditions. As evidence of inherent loan loss increases, the appropriate qualitative risk factors may be increased to support any additional risk in the portfolio.

 

Recent Interest-Rate Trends

 

Like many other financial institutions, our results of operations are dependent on net interest income. Net interest income is the difference between interest received on interest-earning assets, such as loans and securities, and interest paid on interest-bearing liabilities, namely deposits and borrowings. We are unable to predict changes in market interest rates, which are affected by many factors beyond our control including inflation, economic conditions, unemployment, money supply, domestic and international events, and changes in the United States and other financial markets. Our net interest income may be reduced if (i) more interest-earning assets than interest-earning liabilities reprice or mature during a time when interest rates are declining, or (ii) more interest-bearing liabilities than interest-earning assets reprice or mature during a time when interest rates are rising. We measure the potential adverse impacts of changing interest rates by shocking average interest rates up or down 100 to 400 basis points and calculating the potential impacts on our net interest income, liquidity, and EVE. We utilize the results of these simulations to determine whether to increase or decrease our fixed rate loan portfolio, to adjust our investment in assets such as bonds, or to take other action in order to maintain or improve our net interest margin given the trending or expected interest rate changes.

 

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As of December 31, 2022, $418.3 million, or 70.2%, of our loan portfolio consisted of adjustable-rate loans, meaning these loans will adjust with changes in interest rates and pose less interest rate risk in a rising interest rate environment. Of these, loans totaling $396.0 million, or approximately 66.5% of the total loan portfolio, have interest rate floors which will help protect our net interest margin in a decreasing rate environment. On the other hand, $129.4 million, or 21.7% have interest rate ceilings in place which protects the borrower from interest rates rising beyond a certain level. The majority of our loans with ceilings in place are residential mortgage loans with additional repricing ability of 3.00% - 5.00% until a ceiling will be reached. Also as of December 31, 2022, $171.0 million, or 28.7%, of the total loan portfolio was scheduled to mature in five years or less, which helps mitigate the risks of the fixed-rate portion of our loan portfolio in a rising interest rate environment.

 

If interest rates increase, borrowers may be less inclined to seek new loans. In addition, higher interest rates could adversely affect an adjustable-rate borrower’s ability to continue servicing debt.

 

Furthermore, our ability to originate new loans may be further impeded by increased competition for high quality borrowers which leads to downward pricing pressure on loans, a general consumer and business bias towards reducing debt levels, and the effects of a potential economic recession in the future on the financial condition of both consumers and businesses which could make the underwriting of new loans more challenging. 

 

Interest Rate Sensitivity

 

A principal objective of the Bank’s asset liability management strategy is to manage its exposure to changes in interest rates within Board approved policy limits by matching the maturity and re-pricing characteristics of interest-earning assets and interest-bearing liabilities. This strategy is overseen through the direction of the Bank’s Asset and Liability Committee (“ALCO”), which establishes policies and monitors results to control interest rate sensitivity.

 

We model our current interest rate exposure in various rate scenarios, review our model assumptions, and then stress test those assumptions. Based on the results, we then formulate strategies regarding asset generation, funding sources and their pricing parameters, as well as evaluate off-balance sheet commitments in order to maintain interest rate risk within Board approved target limits. We utilize industry recognized asset liability models driven by third-party providers to analyze the Bank’s interest rate sensitivity. From these externally generated reports, ALCO can estimate both the effect on net interest income and the effect on EVE in various interest rate scenarios.

 

As a part of the Bank’s Interest Rate Risk Management Policy, our ALCO examines the extent to which the Bank’s assets and liabilities are “interest rate sensitive” and monitors its interest rate sensitivity. An asset or liability is considered to be interest rate sensitive, for income purposes, if its projected income/expense amount will change if interest rates change. Likewise, it is considered interest rate sensitive for EVE if its economic value will change if interest rates change.

 

In an asset sensitive portfolio, the Bank’s net income and EVE will increase in a rising rate environment as assets will re-price faster than liabilities. Conversely, if the Bank is liability sensitive and the liabilities re-price faster than the assets, net income and EVE will fall in a rising rate environment.

 

In modeling the Bank’s interest rate exposure, the Bank makes a number of important assumptions about the behavior of assets and liabilities. The critical assumptions fall into three main categories, nonmaturity deposit assumptions, asset prepayment assumptions, and optionality. Currently, the most significant assumption which affects the Bank’s interest rate sensitivity is the nonmaturity deposit assumption, followed by the asset prepayment assumptions and optionality.

 

Nonmaturity Deposit Assumptions

 

Nonmaturity Deposit Betas – The beta of a nonmaturity deposit is a measure of the anticipated pricing behavior of the deposit. Based on the Bank’s own historical experience, the Bank determines how much the price of a deposit will change as a percentage of the change in the market rates. For example, a 50% beta means that the deposit price will change by 50% of the market rate change.

 

Nonmaturity Decay – We determine how “sticky” deposits are by assigning a 120-month “maturity” to our nonmaturity transaction deposit accounts. These assumptions are based on our own experience by looking at both the age of the current deposit base and the historic monthly account closing and balance migration experience. The lower the beta (more fixed rate nature) and the higher the decay (longer duration), the less interest rate sensitive a bank becomes, from an EVE perspective, in a rising interest rate environment. Conversely, higher betas combined with lower decay rates results in higher interest rate sensitivity in a rising interest rate environment.

 

Asset Prepayment Assumptions

 

We also determine how likely each earning asset is to prepay prior to its contracted maturity date. As refinancing rates become increasingly attractive, prepayment speeds increase as clients are able to prepay loans and refinance at lower rates. Conversely, prepayments decrease in a rising rate environment.

 

Loan prepayment speed changes are not linear; they will continue to increase as rates fall but will plateau as rates rise. Therefore, the Bank’s asset prices will not change linearly with market rate changes. The higher the prepayment speed of assets, the more liability sensitive the Bank becomes. The Bank monitors its prepayments and updates the assumptions used in the risk models on an annual basis.

 

In addition, certain balance sheet instruments such as interest-rate floors or caps on loans, be they periodic or lifetime, and other optionality on investments such as call features on debt securities, limit or increase income and create value changes of the instrument as interest rates change.

 

Option Risk

 

We monitor our exposure to option-type effects and manage our option risk. The amount of option risk, aside from prepayment risk, is minimal.

 

We monitor our exposure on a monthly basis under thirteen different rate scenarios, including rates rising or declining by up to 4% and the current yield curve flattening or steepening. We compare these results to the Board’s established limits to determine if a limit has been compromised. If a limit is exceeded, we have policies and strategies in place to reduce the exposure to acceptable levels. In addition, we also stress test all of our assumptions under these rate scenarios to determine at what point the Board approved target limits would be compromised, even if they are not currently compromised using the historically determined assumptions. If the limits are in danger of being compromised with relatively small assumption changes, we would adjust our strategy to reduce exposure. All of these assumptions, reports, stress tests, and strategies are reviewed by ALCO at least quarterly and all limit exceptions are reported to the Board monthly.

 

Our strategy is to maintain an interest rate risk position within the tolerance limits set by the Board of Directors in order to protect our net interest margin under extreme market fluctuations. Principal among our asset liability management strategies has been the emphasis on reducing exposure during periods of fluctuating interest rates. We believe that the type and amount of our interest rate sensitive liabilities should reduce the potential impact that a rise in interest rates might have on our net interest income.

 

We look to maintain a core deposit base by providing quality services to our clients, without significantly increasing our cost of funds or operating expenses. We anticipate that these accounts will continue to comprise a significant portion of the Bank’s total deposit base. We also maintain a portfolio of liquid assets in order to reduce overall exposure to changes in market interest rates. Likewise, we maintain a “floor,” or minimum rate, on certain of our floating or published base rate loans. These floors allow us to continue to earn a higher rate when the floating rate falls below the established floor rate. All interest rate ceilings and floors are clearly and closely related to the loan agreement; therefore, they are not bifurcated and valued separately.

 

At December 31, 2022, both our EVE and one-year net interest income sensitivity position were slightly liability sensitive in most of the measured interest rate scenarios, such that an immediate and parallel shift in interest rates beyond the forward rate curve would have a negative impact on our EVE and one-year net interest income over the next twelve months. Our ALCO model shows that the effects would be minimal and fall within Board approved limits for all interest rate scenarios.

 

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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, money-market accounts, and other borrowings. Funds attracted by these interest-bearing liabilities are invested in interest-earning assets. Accordingly, net interest income depends upon the volume of average interest-earning assets and average interest-bearing liabilities and the interest rates earned or paid on these assets and liabilities.

 

The table below sets forth information regarding: (i) the total dollar amount of interest and dividend income of the Bank from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average costs; (iii) net interest income; (iv) interest rate spread; (v) net interest margin; and (vi) weighted-average yields and rates. Yields and costs were derived by dividing annualized income or expense by the average balance of assets or liabilities. The yields and costs depicted in the table include the amortization of fees, which are considered to constitute adjustments to yields (dollars in thousands). As shown in the table below, year over year, the yield on the average balance of interest-earning assets increased 39 basis points, while the average balance of interest-earning assets increased $92.7 million, or 12.9%. The average rate paid on interest-bearing liabilities increased 6 basis points while the average balance of total interest-bearing liabilities increased 17.7%, or $84.9 million.  The noticeable lag in rising deposit costs started to dissipate in the fourth quarter of 2022 as competition from higher-yielding investment alternatives intensified.

 

 

 

		For the Year Ended December 31,
		2022												2021
						Interest												Interest
		Average				and				Yield/				Average				and				Yield/
(dollars in thousands)		Balance				Dividends				Rate				Balance				Dividends				Rate
Interest-earning assets:
Loans(1)		$	537,304			$	25,803				4.80	%		$	480,606			$	22,598				4.70	%
Loans held for sale			9,852				418				4.24				13,066				452				3.46
Debt securities			126,102				2,938				2.33				64,125				1,086				1.69
Other(2)			139,614				1,581				1.13				162,417				268				0.17
Total interest-earning assets			812,872			$	30,740				3.78	%			720,214			$	24,404				3.39	%
Noninterest-earning assets			39,400												31,362
Total assets		$	852,272											$	751,576
Interest-bearing liabilities:
Savings, NOW and money-market deposits		$	518,777			$	2,315				0.45	%		$	427,284			$	1,653				0.39	%
Time deposits			42,536				264				0.62				51,371				369				0.72
Total interest-bearing deposits			561,313				2,579				0.46				478,655				2,022				0.42
Other borrowings			4,016				200				4.98				1,770				58				3.28
Total interest-bearing liabilities			565,329			$	2,779				0.49	%			480,425			$	2,080				0.43	%
Noninterest-bearing deposits			213,570												200,713
Noninterest-bearing liabilities			7,824												5,259
Stockholders' equity			65,549												65,179
Total liabilities and stockholders' equity		$	852,272											$	751,576
Net earning assets		$	247,543											$	239,789
Net interest income						$	27,961											$	22,324
Interest rate spread(3)											3.29	%											2.96	%
Net interest margin(4)											3.44	%											3.10	%
Ratio of average interest-earning assets to average interest-bearing liabilities			1.44												1.50

  

(1) Includes nonaccrual loans

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

(3) Net interest spread is the difference between the total interest-earning asset yield and the rate paid on total interest

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

 

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Comparison of the years ended December 31, 2022 and 2021

 

Year ended December 31,										Change 2022 vs. 2021
(dollars in thousands)		2022				2021				Amount				Percent
Net Interest Income		$	27,961			$	22,324			$	5,637				25.3	%
Provision (credit) for loan losses			890				(104	)			994				(955.8	)
Noninterest income			1,934				2,506				(572	)			(22.8	)
Noninterest expense			16,268				14,070				2,198				15.6
Income Taxes			3,056				2,517				539				21.4
Net earnings		$	9,681			$	8,347			$	1,334				16.0	%

 

Compared to 2021, the $1.3 million, or 16.0%, increase in net earnings in 2022 is primarily attributed to a higher volume of loans and securities, and secondarily, to higher yields on interest-earning assets. The increase in provision expense is mostly attributed to funded loan growth. The decrease in noninterest income primarily reflects an industry-wide decline in mortgage banking activity due to the rising rate environment while approximately 70% of the increase in noninterest expense can be tied to higher salaries and employee benefits. Income tax expense increased due to higher income before taxes in 2022 and a higher tax rate (24.0% in 2022 compared to 23.2% in 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 investments, and interest expense on interest-bearing liabilities such as deposits and borrowings. Net interest income was $28.0 million for the year ended December 31, 2022, compared to $22.3 million for the year ended December 31, 2021.

 

Year ended December 31,										Change 2022 vs. 2021
(dollars in thousands)		2022				2021				Amount				Percent
Interest income:
Loans		$	26,221			$	23,050			$	3,171				13.8	%
Securities			2,938				1,086				1,852				170.5
Other			1,581				268				1,313				489.9
Total interest income		$	30,740			$	24,404			$	6,336				26.0	%
Interest expense:
Deposits			2,579				2,022				557				27.5	%
Other borrowings			200				58				142				244.8
Total interest expense			2,779				2,080				699				33.6
Net interest income		$	27,961			$	22,324			$	5,637				25.3	%

 

Year over year, the $6.3 million, or 26.0%, increase in total interest income is predominantly due to higher average balances and higher yields on loans and debt securities. Higher yields on all categories of interest-earning assets, particularly cash, also played a material role, partially offset by a $2.6 million decrease in interest and fee income from PPP loans. Total interest expense was impacted by higher average balances of savings, NOW, and money-market deposit accounts and increased other borrowings as well as higher rates on these two categories.

 

Provision for Loan Losses

 

The $994,000 increase in provision (credit) for loan loss expense is mostly attributed to funded loan growth. The level of provision expense was also impacted by $281,000 in year-to-date net recoveries and partially offset by a marginal reduction in the general reserve requirement for commercial loans.

 

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Noninterest Income

 

Year ended December 31,										Change 2022 vs. 2021
(dollars in thousands)		2022				2021				Amount				Percent
Service charges and fees on deposit accounts		$	302			$	245			$	57				23.3	%
Debit card/ATM revenue, net			540				470				70				14.9
Mortgage banking revenue, net			473				1,174				(701	)			(59.7	)
Income from bank-owned life insurance			379				271				108				39.9
Gain on sale of debt securities available for sale			-				108				(108	)			N/A
Other income			240				238				2				0.8
Total noninterest income		$	1,934			$	2,506			$	(572	)			-22.83	%

 

The decline in noninterest income is primarily attributed to lower mortgage banking revenue due to a decline in new mortgage loans and refinancings resulting from the rising interest rate environment in 2022. Increases in service charges and fees on deposit accounts and fee income from debit cards and ATM mostly reflect the Bank's growing number of accounts. Increases in income from bank-owned life insurance follows the Bank's larger investment in this asset in 2021 while other income stayed relatively flat.

 

Noninterest Expense

 

Year ended December 31,										Change 2022 vs. 2021
(dollars in thousands)		2022				2021				Amount				Percent
Salaries and employee benefits		$	9,627			$	8,093			$	1,534				19.0	%
Occupancy and equipment			1,621				1,546			$	75				4.9
Professional fees			514				483			$	31				6.4
Marketing			793				707			$	86				12.2
FDIC Assessment			360				316			$	44				13.9
Software maintenance, amortization and other			1,162				975			$	187				19.2
Other			2,191				1,950			$	241				12.4
Total noninterest expense		$	16,268			$	14,070			$	2,198				15.6	%

 

The $2.2 million increase in total noninterest expense is predominantly a function of higher salaries and employee benefits due to higher headcount (the Company reported 107 full-time equivalents (FTEs) at the end of 2022 compared to 94 at the end of 2021), annual raises, higher incentive accrual and lower deferred loan costs. Marketing costs increased in 2022 largely due to a strategic campaign initiated in the fourth quarter to retain deposit accounts. Higher software, maintenance, amortization and other expense reflects technology investments that will help the Bank become more effective and efficient while the increase in other noninterest expense is largely attributed to higher travel expense and board related expenses.

 

 

Income Taxes 

 

The provision for income taxes increased $539,000 to $3.1 million for the year ended December 31, 2022, compared to the year ended December 31, 2021, attributed to higher earnings before taxes in 2022.  The Company's effective income tax rate in 2022 was 24.0%, compared to 23.2% in 2021. A lower effective state income tax rate in 2021 also benefited net earnings for that year.

 

 

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Rate/Volume Analysis

 

The following table sets forth certain information regarding changes in interest income and interest expense for the years indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to: (i) changes in rate (change in rate multiplied by prior volume); (ii) changes in volume (changes in volume multiplied by prior rate); and (iii) changes in rate-volume (change in rate multiplied by change in volume). As disclosed in the table below, the higher volume of loans was the primary driver of the increase in net interest income in 2022.

 

		Year Ended December 31, 2022 versus 2021
		Rate				Volume				Rate/Volume				Total
(in thousands)
Interest-earning assets:
Loans		$	608			$	2,497			$	66			$	3,171
Securities			408				1,050				394				1,852
Other interest-earning assets			1,571				(38	)			(220	)			1,313
Total		$	2,587			$	3,509			$	240			$	6,336
Interest-bearing liabilities:
Savings, NOW and money-market deposits		$	254			$	354			$	54			$	662
Time deposits			(50	)			(64	)			9				(105	)
Total Deposits			204				290				63				557
Other borrowings			30				74				38				142
Total		$	234			$	364			$	101			$	699
Total change in net interest income		$	2,353			$	3,145			$	139			$	5,637

 

 

 

 

 

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FINANCIAL CONDITION

 

Average interest-earning assets increased $92.7 million from $720.2 million at December 31, 2021 to $812.9 million at December 31, 2022, mostly reflecting growth in our loan and securities portfolios.

 

Investment Securities

 

Our investment securities portfolio is a significant part of our operations and a key component of our asset/liability management. 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 of public funds. We manage our investment portfolio according to a written investment policy approved by our Board of Directors in order to accomplish these goals. Currently, two types of classifications are approved for investment securities in our portfolio - Available-for-Sale and Held-to-Maturity. Adjustments are sometimes necessary in the portfolio to provide liquidity for funding loan demand and deposit fluctuations and to control interest rate risk. Therefore, from time to time, management may sell certain securities prior to their maturity.

 

At December 31, 2022, our available-for-sale investment portfolio included U.S. government treasury and agency securities, municipal securities, U.S. agency mortgage-backed securities, and asset-backed securities and had a fair market value of $129.4 million. Our held-to-maturity portfolio included municipal securities and U.S. agency mortgage-backed securities and had a fair market value of $9.9 million. At December 31, 2022 and 2021, our investment securities portfolio represented approximately 17.3% and 8.8% of our total assets, respectively. The average balance of investment securities nearly doubled from $64.1 million in 2021 to $126.1 million in 2022, while the average yield on investment securities increased from 1.69% for the year ended December 31, 2021 to 2.33% for the year ended December 31, 2022. At December 31, 2021, we had no securities classified as held-to-maturity.

 

The following table sets forth the carrying amount of the investment portfolio as of the dates indicated:

		At December 31,
		2022				2021
(in thousands)
Available for Sale:
U.S. Government treasury and agency securities		$	45,905			$	2,919
Municipal securities			19,464				17,769
U.S. agency mortgage-backed securities			60,502				48,465
Asset backed securities			3,565				4,610
Total debt securities available for sale		$	129,436			$	73,763
Held to Maturity:
Municipal securities		$	9,215			$	-
U.S. agency mortgage-backed securities			2,590				-
Total debt securities held to maturity		$	11,805			$	-

 

The carrying amount and weighted average yields for investments as of December 31, 2022 are shown below:

 

(dollars in thousands)		U.S. Government Agency				Municipal				Mortgage- Backed				Asset-Backed				Total				Weighted-Average Yields
Available for Sale:
Due within one year		$	1,967			$	-			$	-			$	-			$	1,967				2.42	%
Due in one to five years			41,993				3,554				-				-				45,547				2.37
Due in five to ten years			1,945				13,920				-				-				15,865				2.13
Due after ten years			-				1,990				-				3,565				5,555				4.50
U.S. agency mortgage-backed securities			-				-				60,502				-				60,502				2.27
Total debt securities available for sale		$	45,905			$	19,464			$	60,502			$	3,565			$	129,436				2.39	%
Held to Maturity:
Due in five to ten years		$	-			$	2,023			$	-			$	-			$	2,023				3.71	%
Due after ten years			-				7,192				-				-				7,192				3.27
U.S. agency mortgage-backed securities			-				-				2,590				-				2,590				3.66
Total debt securities held to maturity		$	-			$	9,215			$	2,590			$	-			$	11,805				3.43	%

 

* All securities are listed at actual yield and not on a tax-equivalent basis.  

 

Cash Surrender Value of Bank-Owned Life Insurance

 

We recorded investments of $16.5 million and $16.2 million in bank-owned life insurance policies at December 31, 2022 and 2021, respectively, due to attractive risk-adjusted returns and for protection against the loss of key executives, including our Chief Executive Officer Sammie D. Dixon and all of our Executive Vice Presidents- Senior Lender, Chris L. Jensen, Jr., Chief Banking Officer, Kyle D. Phelps, Chief Risk Officer, Susan Payne Turner, Chief Financial Officer, Clint F. Weber, and Chief Information Officer, Monte L Ward.  The Company increased its investment in bank-owned life insurance in 2021 in order to expand coverage to additional key personnel.

 

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 is divided into three portfolio segments - real estate mortgage loans, commercial loans and consumer and other loans - and five portfolio classes - commercial real estate loans, residential and home equity loans, construction loans, commercial loans, and consumer and other loans.

 

We work diligently to attract new lending clients through direct solicitation by our loan officers, utilizing relationship networks from existing clients and community involvement, competitive pricing, and innovative structure. Evidence of this effort is seen in the organic growth in our loan portfolio where we saw growth across the all of the Bank's portfolio classes in 2022.  As of December 31, 2022, the Bank’s gross loans were $595.6 million, representing 73.1% of total assets, compared to gross loans of $496.9 million as of December 31, 2021, representing 59.1% of total assets. These loans were priced based upon the degree of risk, collateral, loan amount, and maturity.  

 

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The composition of our loan portfolio as of the dates indicated was as follows:

 

		As of December 31,
		2022								2021								2020
(dollars in thousands)		Amount				% of Total				Amount				% of Total				Amount				% of Total
Real estate mortgage loans:
Commercial		$	202,263				34.0	%		$	156,306				31.5	%		$	133,473				27.6	%
Residential and home equity			224,211				37.6				183,536				36.9				158,120				32.7
Construction			75,151				12.6				71,164				14.3				44,466				9.2
Total real estate mortgage loans			501,625				84.2				411,006				82.7				336,059				69.5
Commercial			86,308				14.5				78,584				15.8				141,542				29.2
Consumer and other loans			7,698				1.3				7,283				1.5				6,312				1.3
Total loans			595,631				100.0	%			496,873				100.0	%			483,913				100.0	%
Less:
Net deferred loan costs (fees)			229								(701	)							(1,160	)
Allowance for loan losses			(7,145	)							(5,974	)							(6,092	)
Loans, net		$	588,715							$	490,198							$	476,661

 

 

Maturities of Loans

 

The following tables show the contractual maturities of the Bank’s loan portfolio at December 31, 2022. Loans with scheduled maturities are reported in the maturity category in which the payment is due. Demand loans with no stated maturity and overdrafts are reported in the “due one year or less” category. Loans that have adjustable rates are shown as amortizing to final maturity rather than when the interest rates are next subject to change. The tables do not include prepayment or scheduled principal repayments.

 

 

(in thousands)		Due in One Year or Less				Due in One to Five Years				Due After Five Years				Total
Type of loans
Real estate mortgage loans:
Commercial		$	2,107			$	36,995			$	163,161			$	202,263
Residential and home equity			4,466				12,184				207,561				224,211
Construction			32,157				13,488				29,506				75,151
Total real estate mortgage loans			38,730				62,667				400,228				501,625
Commercial			26,251				36,115				23,942				86,308
Consumer and other loans			4,232				3,031				435				7,698
Total loans		$	69,213			$	101,813			$	424,605			$	595,631

 

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Sensitivity. For loans due after one year or more, the following table presents the sensitivities to changes in interest rates at December 31, 2022:

 

 

(in thousands)		Fixed Interest Rate				Floating Interest Rate				Total
Type of loans
Real estate mortgage loans:
Commercial		$	90,668			$	109,488			$	200,156
Residential and home equity			32,400				187,345				219,745
Construction			7,844				35,150				42,994
Total real estate mortgage loans			130,912				331,983				462,895
Commercial			35,999				24,058				60,057
Consumer and other loans			1,711				1,755				3,466
Total loans		$	168,622			$	357,796			$	526,418

 

Nonperforming Assets

 

Nonperforming assets consist of nonperforming loans and other real estate owned (“OREO”). Nonperforming loans include loans that are on nonaccrual status and loans past due greater than 90 days and still accruing interest. OREO consists of real property acquired through foreclosure. We account for troubled debt restructurings in accordance with ASC 310, “Receivables.” 

 

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

 

Accounting standards require the Bank to identify loans as impaired loans when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. These standards require that impaired loans be valued at the present value of expected future cash flows, discounted at the loan’s effective interest rate, using one of the following methods: the observable market price of the loan or the fair value of the underlying collateral if the loan is collateral dependent. We implement these standards in our monthly review of the adequacy of the allowance for loan losses and identify and value impaired loans in accordance with guidance on these standards.

 

Our goal is to maintain a high quality of loans through sound underwriting and lending practices. As of December 31, 2022, 2021, and, 2020, approximately 84.2%, 82.7%, and 69.5%, respectively, of the total loan portfolio were collateralized by commercial and residential real estate mortgages. The level of nonperforming loans and OREO is relevant to the credit quality of a loan portfolio. As of December 31, 2022, nonperforming loans totaled $747,000 compared to none at December 31, 2021 and $1.3 million as of December 31, 2020. We had no OREO at December 31, 2022, 2021, or 2020.

 

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The goal of the loan review process is to identify and address classified and nonperforming loans as early as possible. The following table sets forth certain information on nonperforming loans and OREO, the ratio of such loans and foreclosed assets to total assets as of the dates indicated, and certain other related information.

 

		At December 31,
		2022				2021				2020
(dollars in thousands)
Total nonperforming loans		$	747			$	-			$	1,251
OREO			-				-				-
Total nonperforming loans and foreclosed assets		$	747			$	-			$	1,251
Total nonperforming loans as a percentage of total loans			0.13	%			-				0.26	%
Total nonperforming assets as a percentage of total assets			0.09	%			-				0.19	%
Loans restructured as troubled debt restructurings		$	2			$	4			$	65
Troubled debt restructurings to loans			0.00	%			0.00	%			0.01	%

 

Allowance for Loan Losses 

 

As of December 31, 2022, our ALLL was allocated to inherent loan losses using historical loss experience and qualitative risk factors. The $559,000 unallocated reserve that was established in 2020 in connection to the COVID-19 pandemic was gradually released in 2021.   Our ALLL was allocated as follows, as of the indicated dates.

 

		As of December 31,
		2022								2021								2020
		Amount				% of Loans to Total Loans				Amount				% of Loans to Total Loans				Amount				% of Loans to Total Loans
(dollars in thousands)
Commercial real estate		$	2,303				34.0	%		$	1,762				31.5	%		$	1,500				27.6	%
Residential real estate and home equity			2,607				37.6				2,139				36.9				1,827				32.7
Construction			922				12.6				857				14.3				539				9.2
Commercial			1,223				14.5				1,125				15.8				1,592				29.2
Consumer			90				1.3				91				1.5				75				1.3
Unallocated reserve			-				-				-				-				559				-
Total loans		$	7,145				100.0	%		$	5,974				100.0	%		$	6,092				100.0	%

 

The following table sets forth certain information with respect to activity in our ALLL during the years indicated:

 

		Year Ended December 31,
(dollars in thousands)		2022				2021				2020
ALLL at beginning of year		$	5,974			$	6,092			$	4,414
Charge-offs:
Residential and home equity			-				(49	)			(48	)
Commercial			-				-				(1,088	)
Consumer			(49	)			(34	)			(69	)
Total charge-offs			(49	)			(83	)			(1,205	)
Recoveries:
Residential and home equity			-				39				-
Commercial			299				23				17
Consumer			31				7				16
Total recoveries			330				69				33
Provision (credit) for loan losses charged to earnings			890				(104	)			2,850
ALLL at end of year		$	7,145			$	5,974			$	6,092
Ratio of net (charge-offs) recoveries during the year to average loans outstanding during the year			(0.05	)%			-				(0.27	)%
ALLL as a percentage of total loans at end of year			1.20	%			1.20	%			1.26	%
ALLL as a percentage of nonperforming loans			956.49	%			-				486.90	%

 

We believe that our ALLL at December 31, 2022, appropriately reflected the risk inherent in the portfolio as of that date. The methodologies used in the calculation are in compliance with regulatory policy and GAAP. Beginning in 2023, we will apply CECL in calculating our provision and ALLL. We do not anticipate this having a material impact on the amount of our provision expense, but we cannot be sure of the ultimate impact of CECL until we implement it and evaluate our results under its standards. The Company currently expects that the initial adjustment to the allowance for loan losses will be a decrease of approximately $1.9 million, net of taxes, bringing the ratio of allowance to total loans from 1.20% to 0.76%.

 

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Deposits

 

The major source of the Bank’s funds for lending and other investment purposes are deposits, in particular core deposits and non-maturity deposits. Substantially all of our depositors are residents in our primary market areas. Total deposits were $731.5 million at December 31, 2022, compared to $762.9 million at December 31, 2021, a $31.4 million, or 4.1%, decrease. Noninterest-bearing deposits decreased by $11.4 million, while the net decrease in interest-bearing deposits was $20.0 million. The decrease in deposits is mostly attributed to the movement of personal interest-bearing accounts into higher yielding investments outside of the Bank as competitive rate pressures intensified in the fourth quarter of 2022.

 

The following table sets forth the distribution by type of our deposit accounts at the dates indicated:

 

 

			As of December 31,
			2022								2021
(dollars in thousands)			Amount				% of Deposits				Amount				% of Deposits
Deposit Types
Noninterest-bearing			$	197,987				27.1	%		$	209,351				27.4	%
Money-market accounts				282,678				38.6				329,802				43.2
NOW				175,200				23.9				144,898				19.0
Savings				35,561				4.9				29,059				3.8
Subtotal				691,426				94.5				713,110				93.4
Time deposits:
0.00 - 0.50	%			17,261				2.4				44,727				5.9
0.51 - 1.00	%			4,174				0.6				631				0.1
1.01 - 1.50	%			6,678				0.9				1,538				0.2
1.51 - 2.00	%			1,000				0.1				720				0.1
2.01 - 2.50	%			7,862				1.1				-				-
2.51 - 3.00	%			2,634				0.3				2,216				0.3
4.01-4.50	%			500				0.1				-				-
Total time deposits				40,109				5.5				49,832				6.6
Total deposits			$	731,535				100.0	%		$	762,942				100.0	%

 

The following table presents the maturities of our time deposits greater than $250,000 as of December 31, 2022:

 

(in thousands)
Time Deposits >$250,000
Due in three months or less		$	350
Due from three months to six months			9,566
Due from six months to one year			3,623
Due over one year			557
Total		$	14,096

 

 

Borrowings

 

Deposits are the primary source of funds for our lending and investment activities and general business purposes. However, as an alternate source of liquidity, the Bank may obtain advances from the Federal Home Loan Bank of Atlanta (“FHLB”) sell investment securities subject to our obligation to repurchase them, purchase federal funds from designated correspondent banks, and engage in overnight borrowings from the Federal Reserve, correspondent banks, or client repurchase agreements. The level of short-term borrowings can fluctuate on a daily basis depending on funding needs and the source of the funds to satisfy the needs.

 

The Bank has an agreement with the FHLB and pledges its qualified loans as collateral which would allow the Bank, as of December 31, 2022, to borrow up to $100.8 million. There were no advances outstanding at December 31, 2022 or 2021.

 

During the third quarter of 2020, the Company entered into a Promissory Note (the "Note") and a Security Agreement with Thomasville National Bank ("TNB") which is headquartered in Thomasville, Georgia. Pursuant to the Note, the Company obtained a $15 million revolving line of credit with a 5-year term. The interest rate adjusts daily to the then-current Wall Street Journal Prime Rate. At December 31, 2022 the interest rate on the line of credit was 7.50%. 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. As of December 31, 2022, the Company had an outstanding loan balance under this line of $4.275 million and total interest expense of $200,000 for the year ended December 31, 2022.  

 

 

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Capital Adequacy

 

Stockholders’ equity was $67.1 million as of December 31, 2022, compared to $67.0 million as of December 31, 2021.  The Company announced in January 2023, an annual dividend of $0.22 per share of common stock payable on February 28, 2023 to stockholders of record on February 9, 2023.

 

As of December 31, 2022, the Bank was considered to be “well capitalized” with a 9.70% Tier 1 Leverage ratio, a 12.90% Common Equity Tier 1 Risk-based Capital ratio and Tier 1 Risk-based Capital ratio, and a 14.04% Total Risk-based Capital ratio.

 

		Actual								For Capital Adequacy Purposes								For Well Capitalized Purposes
(dollars in thousands)		Amount				Percentage				Amount				Percentage				Amount				Percentage
As of December 31, 2022
Tier 1 Leverage ratio to Average Assets		$	81,100				9.70	%		$	33,461				4.00	%		$	41,826				5.00	%
Common Equity Tier 1 Capital to Risk-Weighted Assets			81,100				12.90				28,290				4.50				40,863				6.50
Tier 1 Capital to Risk-Weighted Assets			81,100				12.90				37,720				6.00				50,294				8.00
Total Capital to Risk-Weighted Assets			88,245				14.04				50,294				8.00				62,867				10.00
As of December 31, 2021
Tier 1 Leverage ratio to Average Assets		$	70,548				8.53	%		$	33,071				4.00	%		$	41,338				5.00	%
Common Equity Tier 1 Capital to Risk-Weighted Assets			70,548				13.45				23,596				4.50				34,083				6.50
Tier 1 Capital to Risk-Weighted Assets			70,548				13.45				31,461				6.00				41,948				8.00
Total Capital to Risk-Weighted Assets			76,522				14.59				41,948				8.00				52,435				10.00

 

 

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

 

 

The Federal banking regulatory agencies adopted a rule to simplify the methodology for measuring capital adequacy for smaller, uncomplicated banks. The CBLR is calculated as the ratio of tangible equity capital divided by average total consolidated assets. CBLR tangible equity is defined as total equity capital, prior to including minority interests, and excluding accumulated other comprehensive income, deferred tax assets arising from net operating loss and tax credit carryforwards, goodwill, and other intangible assets (other than mortgage servicing assets. Beginning in 2020, a qualifying organization may elect to use the CBLR framework if its CBLR is greater than 9%. The Bank has not elected to use the CBLR framework because it would not receive any material benefit with respect to compliance or reporting.

 

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 the Company’s current and planned expenditures. Management monitors the liquidity position daily.

 

PMHG has a $15,000,000 revolving line of credit, with a five-year term, with TNB. At December 31, 2022, the Company's outstanding borrowings under this line totaled $4.275 million.

 

The Bank’s 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 position. The liquidity position may consist of cash on hand, cash on demand deposit with correspondent banks, federal funds sold, and marketable securities such as United States government treasury and agency securities, municipal securities, U.S. agency mortgage-backed securities and asset-backed securities. Our primary liquid assets, excluding pledged securities, accounted for 19.1% and 35.1% of total assets at December 31, 2022 and 2021, respectively.

 

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 December 31, 2022, the Bank had access to approximately $100.8 million of available lines of credit secured by qualifying collateral with the FHLB, in addition to $59.0 million in unsecured federal funds lines of credit maintained with correspondent banks. As of December 31, 2022, we had no borrowings under any of these lines. 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 $13.3 million at December 31, 2022. 

 

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Our core deposits consist of noninterest-bearing accounts, NOW accounts, money-market accounts, time deposits and savings accounts. We closely monitor our level of certificates of deposit $250,000 and greater and other large deposits. At December 31, 2022, total deposits were $731.5 million, of which $14.1 million was in certificates of deposits greater than $250,000. 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 various liquidity stress scenarios. 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.  

 

Off-Balance Sheet Arrangements

 

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

 

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

 

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

 

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

 

The following is a summary of the total contractual amount of commitments outstanding at December 31, 2022 and 2021.

 

		At December 31,
		2022				2021
(in thousands)
Commitments to extend credit		$	10,667			$	5,400
Construction loans in process			61,991				63,552
Unused lines of credit			77,268				72,886
Standby financial letters of credit			3,319				2,938
Standby performance letters of credit			-				100
Guaranteed accounts			1,425				1,367
Total off-balance sheet instruments		$	154,670			$	146,243

 

 

Item 7A.             Quantitative and Qualitative Disclosures About Market Risk

 

Not required.

 

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Item 8.     Financial Statements and Supplementary Data

 

 

 

PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

Report of Independent Registered Public Accounting Firm (PCAOB ID 400)	39
Consolidated Balance Sheets, December 31, 2022 and 2021	40
Consolidated Statements of Earnings for the Years Ended December 31, 2022 and 2021	41
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2022 and 2021	42
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2022 and 2021	43
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021	44
Notes to Consolidated Financial Statements, December 31, 2022 and 2021 and for the Years Then Ended	45-70

 

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Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Directors

Prime Meridian Holding Company

Tallahassee, Florida:

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Prime Meridian Holding Company and Subsidiary (the "Company"), as of December 31, 2022 and 2021 and the related consolidated statements of earnings, comprehensive (loss) income, stockholders' equity and cash flows for the years then ended and the related notes (collectively referred to as the "consolidated financial statements").  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2022 and 2021, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, the Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

Evaluation of General Reserve Portion of the Allowance for Loan Losses - Evaluation of the Qualitative Adjustments

 

As described in Notes 1 and 3 to the consolidated financial statements, management determines the general reserve portion of the allowance for loan losses using actual historical loss experience for each individual loan category, as well as evaluating whether qualitative adjustments are necessary. As of December 31, 2022, the allowance for loan losses was $7.1 million which consists of two components: the allowance for loans individually evaluated for impairment ("specific reserves") and the allowance for loans collectively evaluated for impairment ("general reserve").  At December 31, 2022, $14,000 was included in the specific reserves and $7.1 million was included in the general reserves. The general reserve covers loans that are not individually classified as impaired. In evaluating whether qualitative adjustments are necessary, management considers (1) changes in lending policies and procedures, risk selection and underwriting standards; (2) changes in national, regional and local economic conditions that affect the collectability of the loan portfolio; (3) changes in the experience, ability, and depth of management and other relevant staff; (4) changes in the volume and severity of past due loans, nonaccrual loans or loans classified special mention, substandard, doubtful or loss; (5) quality of loan review; (6) changes in the nature and volume of the loan portfolio and terms of loans; (7) the existence and effect of any concentrations of credit and changes in the level of such concentrations; (8) changes in collateral values ; and (9) the effect of other external factors, trends or uncertainties that could affect management's estimate of probable losses, such as competition and industry conditions.

 

The principal considerations for our determination that performing procedures relating to the evaluation of qualitative adjustments used in the calculation of the general reserve portion of the allowance for loan losses is a critical audit matter are as follows: Significant judgment used by management when evaluating the qualitative adjustments, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing audit procedures and evaluating audit evidence relating to the qualitative adjustments.

 

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included among others, testing management’s process for evaluating qualitative adjustments by (i) evaluating the appropriateness of the methodology management used in evaluating the qualitative adjustments, (ii) testing the inputs and assumptions used in the estimate of qualitative adjustments, including the completeness and accuracy of underlying historical loss data, and (iii) evaluating the reasonableness of the qualitative adjustments given current microeconomic trends and portfolio characteristics.

 

/s/ Hacker, Johnson & Smith PA

 

HACKER, JOHNSON & SMITH PA

We have served as the Company’s auditor since 2008.

Tampa, Florida

March 9, 2023

 

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Consolidated Balance Sheets

 

		December 31,
		2022				2021
(dollars in thousands, except per share amounts)
Assets
Cash and due from banks		$	8,119			$	8,897
Federal funds sold			19,259				53,969
Interest-bearing deposits			12,410				170,607
Total cash and cash equivalents			39,788				233,473
Debt securities available for sale			129,436				73,763
Debt securities held to maturity (fair value of $9,917 in 2022)			11,805				-
Loans held for sale			7,058				11,768
Loans, net of allowance for loan losses of $7,145 and $5,974			588,715				490,198
Federal Home Loan Bank stock			463				366
Premises and equipment, net			8,022				7,962
Right of use lease asset			3,044				3,258
Deferred tax asset			4,533				843
Accrued interest receivable			2,385				1,505
Bank-owned life insurance			16,532				16,153
Other assets			3,391				1,834
Total assets		$	815,172			$	841,123
Liabilities and Stockholders' Equity
Liabilities:
Noninterest-bearing demand deposits		$	197,987			$	209,351
Savings, NOW and money-market deposits			493,439				503,759
Time deposits			40,109				49,832
Total deposits			731,535				762,942
Other borrowings			4,275				3,575
Official checks			4,090				1,141
Operating lease liability			3,208				3,397
Other liabilities			5,011				3,037
Total liabilities			748,119				774,092
Commitments and contingencies (notes 4, 8, and 15)
Stockholders' equity:
Preferred stock, undesignated; 1,000,000 shares authorized, none issued or outstanding			-				-
Common stock, $.01 par value; 9,000,000 shares authorized, 3,164,491 and 3,129,046 issued and outstanding			32				31
Additional paid-in capital			39,718				38,909
Retained earnings			37,278				28,164
Accumulated other comprehensive loss			(9,975	)			(73	)
Total stockholders' equity			67,053				67,031
Total liabilities and stockholders' equity		$	815,172			$	841,123

 

See Accompanying Notes to Consolidated Financial Statements

 

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Consolidated Statements of Earnings

 

		Year Ended December 31,
(in thousands, except per share amounts)		2022				2021
Interest income:
Loans		$	26,221			$	23,050
Debt securities			2,938				1,086
Other			1,581				268
Total interest income			30,740				24,404
Interest expense:
Deposits			2,579				2,022
Other borrowings			200				58
Total interest expense			2,779				2,080
Net interest income			27,961				22,324
Provision (credit) for loan losses			890				(104	)
Net interest income after provision (credit) for loan losses			27,071				22,428
Noninterest income:
Service charges and fees on deposit accounts			302				245
Debit card/ATM revenue, net			540				470
Mortgage banking revenue, net			473				1,174
Income from bank-owned life insurance			379				271
Gain on sale of debt securities available for sale			-				108
Other income			240				238
Total noninterest income			1,934				2,506
Noninterest expense:
Salaries and employee benefits			9,627				8,093
Occupancy and equipment			1,621				1,546
Professional fees			514				483
Advertising			793				707
FDIC assessment			360				316
Software maintenance, amortization and other			1,162				975
Other			2,191				1,950
Total noninterest expense			16,268				14,070
Earnings before income taxes			12,737				10,864
Income taxes			3,056				2,517
Net earnings		$	9,681			$	8,347
Earnings per common share:
Basic		$	3.07			$	2.67
Diluted		$	3.03			$	2.66

 

See Accompanying Notes to Consolidated Financial Statements

 

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Consolidated Statements of Comprehensive (Loss) Income 

 

		Year Ended December 31,
(in thousands)		2022				2021
Net earnings		$	9,681			$	8,347
Other comprehensive loss:
Change in unrealized loss on debt securities available for sale:
Unrealized loss arising during the year			(13,264	)			(1,867	)
Reclassification adjustment for realized gain			-				(108	)
Net change in unrealized loss			(13,264	)			(1,975	)
Deferred income taxes			3,362				501
Total other comprehensive loss			(9,902	)			(1,474	)
Comprehensive (loss) income		$	(221	)		$	6,873

 

See Accompanying Notes to Consolidated Financial Statements.

 

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Consolidated Statements of Stockholders' Equity

 

Years Ended December 31, 2022 and 2021

 

																		Accumulated
																		Other
										Additional								Compre-				Total
		Common Stock								Paid-in				Retained				hensive				Stockholders'
		Shares				Amount				Capital				Earnings				Loss				Equity
(dollars in thousands)
Balance at December 31, 2020			3,119,471			$	31			$	38,568			$	20,255			$	1,401			$	60,255
Net earnings			-				-				-				8,347				-				8,347
Dividends paid			-				-				-				(438	)			-				(438	)
Net change in unrealized loss on debt securities available for sale, net of income tax benefit of $501			-				-				-				-				(1,474	)			(1,474	)
Stock options exercised			150				-				3				-				-				3
Common stock issued as compensation to directors			5,344				-				111				-				-				111
Issuance of restricted stock			4,081				-				-				-				-				-
Stock-based compensation			-				-				227				-				-				227
Balance at December 31, 2021			3,129,046			$	31			$	38,909			$	28,164			$	(73	)		$	67,031
Net earnings			-				-				-				9,681				-				9,681
Dividends paid			-				-				-				(567	)			-				(567	)
Net change in unrealized loss on debt securities available for sale, net of income tax benefit of $3,362			-				-				-				-				(9,902	)			(9,902	)
Stock options exercised			20,240				1				371				-				-				372
Common stock issued as compensation to directors			5,002				-				131				-				-				131
Issuance of restricted stock			10,203				-				-												-
Stock-based compensation			-				-				307				-				-				307
Balance at December 31, 2022			3,164,491			$	32			$	39,718			$	37,278			$	(9,975	)		$	67,053

 

See Accompanying Notes to Consolidated Financial Statements.

 

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Consolidated Statements of Cash Flows

 

		Year Ended December 31,
(in thousands)		2022				2021
Cash flows from operating activities:
Net earnings		$	9,681			$	8,347
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			683				678
Provision (credit) for loan losses			890				(104	)
Net accretion of deferred loan fees			(541	)			(2,564	)
Deferred income taxes			(328	)			52
Gain on sale of debt securities available for sale			-				(108	)
Amortization of premiums and discounts on debt securities			(68	)			323
Gain on sale of loans held for sale			(473	)			(1,174	)
Proceeds from the sale of loans held for sale			85,076				189,095
Loans originated as held for sale			(79,893	)			(186,096	)
Stock issued as compensation to directors			131				111
Stock-based compensation expense			307				227
Income from bank-owned life insurance			(379	)			(271	)
Net (increase) decrease in accrued interest receivable			(880	)			455
Net change in operating leases			25				25
Net increase in other assets			(1,557	)			(904	)
Net increase in other liabilities and official checks			4,923				1,311
Net cash provided by operating activities			17,597				9,403
Cash flows from investing activities:
Loan originations, net of principal repayments			(98,866	)			(10,869	)
Purchase of debt securities available for sale			(79,322	)			(37,854	)
Purchase of debt securities held to maturity			(11,782	)			-
Principal repayments of debt securities available for sale			10,397				14,687
Proceeds from the sale of debt securities available for sale			-				5,874
Maturities and calls of debt securities available for sale			33				3,219
(Purchase) redemption of Federal Home Loan Bank stock			(97	)			127
Purchase of bank-owned life insurance			-				(5,197	)
Purchase of premises and equipment			(743	)			(392	)
Net cash used in investing activities			(180,380	)			(30,405	)
Cash flows from financing activities:
Net (decrease) increase in deposits			(31,407	)			182,350
Net change in other borrowings			700				3,575
Proceeds from stock options exercised			372				3
Common stock dividends paid			(567	)			(438	)
Net cash (used in) provided by financing activities			(30,902	)			185,490
Net (decrease) increase in cash and cash equivalents			(193,685	)			164,488
Cash and cash equivalents at beginning of year			233,473				68,985
Cash and cash equivalents at end of year		$	39,788			$	233,473
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest		$	2,779			$	2,085
Income taxes		$	3,596			$	2,323
Noncash transactions:
Accumulated other comprehensive loss, net change in unrealized loss on debt securities available for sale, net of tax benefit		$	(9,902	)		$	(1,474	)

 

See Accompanying Notes to Consolidated Financial Statements

 

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements

 

At December 31, 2022 and 2021 and for the Years Then Ended

 

(1)      Summary of Significant Accounting Policies

 

Organization. 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. 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 following is a description of the significant accounting policies and practices followed by the Company, which conform to accounting principles generally accepted in the United States of America ("GAAP") and prevailing practices within the banking industry.

 

Use of Estimates. In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near term relates to the determination of the allowance for loan losses.

 

Principles of Consolidation. The consolidated financial statements include the accounts of PMHG and the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Cash and Cash Equivalents. For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, federal funds sold and interest-bearing deposits in banks, all of which have original maturities of less than ninety days.

 

On March 12, 2021, the Board of Governors of the Federal Reserve System adopted as a final rule, without change, its March 24, 2020 interim rule amending its Regulation D (Reserve Requirements of Depository Institutions) to lower reserve requirement ratios on transaction accounts maintained at depository institutions to zero percent. 

 

Debt Securities. Debt securities may be classified as either trading, held-to-maturity or available-for-sale. Trading debt securities are held principally for resale and recorded at their fair values. Unrealized gains and losses on trading debt securities are included immediately in earnings. Held-to-maturity debt securities are those which the Company has the positive intent and ability to hold to maturity and are reported at amortized cost. Debt securities available-for-sale consist of securities not classified as trading debt securities or as held-to-maturity debt securities. Unrealized holding gains and losses on debt securities available-for-sale are excluded from earnings and reported in accumulated other comprehensive loss. Gains and losses on the sale of debt securities are recorded on the trade date determined using the specific-identification method. Premiums and discounts on debt securities are recognized in interest income using the interest method over the period to maturity or call date, if applicable.

 

Management evaluates debt securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

 

 

(continued)

 

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

(1)      Summary of Significant Accounting Policies, Continued

 

Loans Held for Sale. Loans held for sale includes mortgage loans which are intended for sale in the secondary market and are carried at the lower of book value or estimated fair value in the aggregate. For the years ended December 31, 2022 and 2021, gains on loans held for sale are reported on the consolidated statements of earnings under noninterest income in mortgage banking revenue.  At December 31, 2022, loans held for sale were $7,058,000 compared to $11,768,000 at December 31, 2021. At December 31, 2022 and 2021, fair values exceeded book values in the aggregate.

 

Loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal adjusted for any charge-offs, the allowance for loan losses, and any deferred fees or costs.

 

Commitment and loan origination fees are deferred and certain direct origination costs are capitalized. Both are recognized as an adjustment of the yield of the related loan.

 

The accrual of interest on all portfolio classes is discontinued at the time the loan is ninety-days delinquent unless the loan is well collateralized and in the process of collection. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on nonaccrual or loans that are charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

 

Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management confirms that a loan balance cannot be collected. Subsequent recoveries, if any, are credited to the allowance. There were no changes in the Company's accounting policies or methodology during the years ended December 31, 2022 and 2021.

 

The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

 

The allowance consists of specific and general components. The specific component relates to loans that are considered impaired. For such loans, an allowance is established when the discounted cash flows or collateral value of the impaired loan is lower than the carrying value of that loan.

 

The general component covers all other loans and is based on the following factors. The historical loss component of the allowance is determined by losses recognized by portfolio segment over the preceding thirty-six months. This is supplemented by the risks for each portfolio segment. Risk factors impacting loans in each of the portfolio segments include any deterioration of property values, reduced consumer and business spending as a result of unemployment and reduced credit availability, and a lack of confidence in the economy. The historical experience is adjusted for the following qualitative factors: (1) changes in lending policies and procedures, risk selection and underwriting standards; (2) changes in national, regional and local economic conditions that affect the collectability of the loan portfolio; (3) changes in the experience, ability and depth of lending management and other relevant staff; (4) changes in the volume and severity of past due loans, nonaccrual loans or loans classified special mention, substandard, doubtful or loss; (5) quality of loan review; (6) changes in the nature and volume of the loan portfolio and terms of loans; (7) the existence and effect of any concentrations of credit and changes in the level of such concentrations; (8) changes in collateral values; and (9) the effect of other external factors, trends or uncertainties that could affect management’s estimate of probable losses, such as competition and industry conditions.

                          

(continued)

 

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

(1)       Summary of Significant Accounting Policies, Continued

 

Allowance for Loan Losses, Continued. A loan is considered impaired 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. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for all loans by either the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral-dependent.

 

Premises and Equipment. Land is stated at cost. Buildings, leasehold improvements, furniture, fixtures and equipment, computer and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense are computed using the straight-line method over the estimated useful life of each type of asset, or the lease term if shorter.

 

Bank-Owned Life Insurance (BOLI). The Company has purchased life insurance policies on certain key officers. Bank-owned life insurance is recorded at the amount that can be realized under the insurance contract at the consolidated balance sheet date, which is the cash surrender value adjusted for other charges or other amount due that are probable at settlement.

 

Transfer of Financial Assets. Transfers of financial assets or a participating interest in an entire financial asset are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. A participating interest is a portion of an entire financial asset that (1) conveys proportionate ownership rights with equal priority to each participating interest holder (2) involves no recourse (other than standard representations and warranties) to, or subordination by, any participating interest holder, and (3) does not entitle any participating interest holder to receive cash before any other participating interest holder.

 

Off-Balance Sheet Financial Instruments. In the ordinary course of business, the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit, construction loans in process, unused lines of credit, standby financial and performance letters of credit and guaranteed accounts. Such financial instruments are recorded in the consolidated financial statements when they are funded.

 

Revenue from Contracts with Customers.   In addition to lending and related activities, the Company offers various services to customers that generate revenue, certain of which are governed by ASC Topic 606 Revenue from Contracts with Customers (“ASC 606”). The Company’s services that fall within the scope of ASC 606 are presented within noninterest income and include service charges and fees on deposit accounts and debit card/ATM revenue, net. Revenue is recognized upon satisfaction of our performance obligation when the transactions occur or as services are performed over primarily monthly or quarterly periods. Payment is typically received in the period the transactions occur.

 

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. Also included in debit card/ATM revenue is ATM foreign fee income and ATM non-client ACH credits. This revenue line is shown net of debit card fees and ATM program expenses.

 

Income Taxes. There are two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods.

 

Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any.

 

(continued)

 

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Notes to Consolidated Financial Statements, Continued

 

(1)      Summary of Significant Accounting Policies, Continued

 

Income Taxes, Continued. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management's judgment. As of December 31, 2022, management is not aware of any uncertain tax positions that would have a material effect on the Company's consolidated financial statements. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

 

The Company recognizes interest and penalties on income taxes as a component of income tax expense.

 

The Company files consolidated income tax returns. Income taxes are allocated to the Holding Company and Bank as if separate income tax returns were filed.

 

Fair Value Measurements.   Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP has established a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy describes three levels of inputs that may be used to measure fair value:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.

 

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

 

The following describes valuation methodologies used for assets measured at fair value:

 

Debt Securities Available for Sale. Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government bonds, certain mortgage products and exchange-traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of such instruments, which would generally be classified within Level 2 of the valuation hierarchy, include U.S. Government treasury and agency securities, municipal securities, U.S. agency mortgage-backed securities, and asset-backed securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

 

Derivatives: The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). Quoted market prices are not always available for our derivatives. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.
 

 

(continued)

 

48

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

(1)      Summary of Significant Accounting Policies, Continued

 

Fair Values of Financial Instruments. The following methods and assumptions were used by the Company in estimating fair values of financial instruments:

 

Cash and Cash Equivalents. The carrying amounts of cash and cash equivalents approximate their fair value (Level 1).

 

Debt Securities. Fair values for debt securities are based on the framework for measuring fair value (Level 2).

 

Loans Held for Sale. Fair values of loans held for sale are based on commitments on hand from investors or prevailing market prices. Fair values are estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality (Level 3).

 

Loans. Fair values for variable rate loans, fixed-rate mortgage loans (e.g., one-to-four family residential), commercial real estate loans and commercial loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for nonperforming loans are estimated using discounted cash flow analysis or underlying collateral values, where applicable (Level 3).

 

Federal Home Loan Bank Stock. The fair value of the Company's investment in Federal Home Loan Bank stock is based on its redemption value (Level 3).

 

Accrued Interest Receivable. The carrying amounts of accrued interest approximate their fair values (Level 3).

 

Bank Owned Life Insurance. The Company has purchased life insurance policies on certain officers. The life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement (Level 3).

 

Deposits. The fair values disclosed for demand, NOW, money-market and savings deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). Fair values for fixed-rate time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on time deposits to a schedule of aggregated expected monthly maturities of time deposits (Level 3).

 

Other borrowings.  The fair value of other borrowings approximates carrying value due to their short-term maturity (Level 3).

 

Derivatives.  Fair value of the Company’s derivative contracts are based on the framework for measuring fair value (Level 2).

 

Off-Balance Sheet Instruments. Fair values for off-balance sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing (Level 3).

 

Advertising. The Company expenses all media advertising as incurred.

 

Stock-Based Compensation. The Company expenses the fair value of any stock awards granted. The Company recognizes stock-based compensation in the consolidated statements of earnings as the awards vest. The market price of the Company's common stock at the date of the grant is used for restricted stock awards. For stock purchase plans, the Black-Scholes model is utilized to estimate the fair value of the award. The impact of forfeitures of share-based awards on compensation expense is recognized as forfeitures occur.

 

Comprehensive (Loss) Income. GAAP 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 available-for-sale debt securities, are reported as a separate component of the equity section of the consolidated balance sheets, such items, along with net earnings, are components of comprehensive (loss) income.

 

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.

  

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

 

 

 

 

 

(continued)

 

49

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

(1)      Summary of Significant Accounting Policies, Continued

 

Recent Accounting Standards Update

 

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326).  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 judgement to determine which loss estimation method is appropriate for their circumstances.  The ASU requires enhanced disclosures to help investors and other consolidated 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 amount recorded in the 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 Company will adopt this accounting standard effective January 1, 2023. The Company currently expects that the initial adjustment to the allowance for loan losses will be a decrease of approximately $1.9 million, net of taxes, bringing the ratio of allowance to total loans from 1.20% to 0.76%.

 

The Company does not expect adoption of the standard to have a material impact to its held-to-maturity debt securities portfolio, which is comprised of securities guaranteed either explicitly or implicitly by government-sponsored entities. While available-for-sale debt securities are not subject to the CECL allowance requirement, the new guidance requires the Company to record an allowance for available-for-sale debt securities in an unrealized position if a portion of the unrealized loss is credit related. The Company does not expect adoption of the standard to have a material impact to available-for-sale securities upon adoption.

 

 

 

 

 

 

 

 

50

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

 

(2)      Debt Securities

 

Debt securities have been classified according to management's intention. The carrying amount of debt securities and their fair values are summarized as follows:

 

 

						Gross				Gross
		Amortized				Unrealized				Unrealized				Fair
		Cost				Gains				Losses				Value
(in thousands)
At December 31, 2022
Debt Securities Available for Sale
U.S. Government treasury and agency securities		$	48,124			$	-			$	(2,219	)		$	45,905
Municipal securities			22,338				-				(2,874	)			19,464
U.S. agency mortgage-backed securities			68,633				-				(8,131	)			60,502
Asset-backed securities			3,702				-				(137	)			3,565
Total		$	142,797			$	-			$	(13,361	)		$	129,436
Debt Securities Held to Maturity
Municipal securities		$	9,215			$	-			$	(1,695	)		$	7,520
U.S. agency mortgage-backed securities			2,590				-				(193	)			2,397
Total		$	11,805			$	-			$	(1,888	)		$	9,917
At December 31, 2021
Debt Securities Available for Sale
U.S. Government treasury and agency securities		$	2,933			$	-			$	(14	)		$	2,919
Municipal securities			17,721				288				(240	)			17,769
U.S. agency mortgage-backed securities			48,614				379				(528	)			48,465
Asset-backed securities			4,592				25				(7	)			4,610
Total		$	73,860			$	692			$	(789	)		$	73,763

 

 

(continued)

 

51

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

(2) Debt Securities, Continued

 

 

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 December 31, 2022
Debt Securities Available for Sale
U.S. Government treasury and agency securities		$	45,905			$	-			$	45,905			$	-
Municipal securities			19,464				-				19,464				-
U.S. agency mortgage-backed securities			60,502				-				60,502				-
Asset-backed securities			3,565				-				3,565				-
Total		$	129,436			$	-			$	129,436			$	-
At December 31, 2021
Debt Securities Available for Sale
U.S. Government treasury and agency securities		$	2,919			$	-			$	2,919			$	-
Municipal securities			17,769				-				17,769				-
U.S. agency mortgage-backed securities			48,465				-				48,465				-
Asset-backed securities			4,610				-				4,610				-
Total		$	73,763			$	-			$	73,763			$	-

 

 

The scheduled maturities of debt securities are as follows:

 

		Amortized				Fair
		Cost				Value
(in thousands)
At December 31, 2022
Debt Securities Available for Sale
Due in less than one year		$	2,008			$	1,967
Due in one to five years			47,342				45,547
Due in five to ten years			18,771				15,865
Due after ten years			6,043				5,555
Mortgage-backed securities			68,633				60,502
Total		$	142,797			$	129,436
Debt Securities Held to Maturity
Due in five to ten years		$	4,613			$	4,260
Due after ten years			7,192				5,657
Total		$	11,805			$	9,917

 

The following summarizes sales of debt securities available for sale:

 

		Year Ended December 31,
(in thousands)		2022				2021
Proceeds from sale of securities		$	-			$	5,874
Gross gains			-				108
Gross losses			-				-
Net gain on sale of securities		$	-			$	108

 

 

(continued)

 

52

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

(2)          Debt Securities, Continued

 

At December 31, 2022 and 2021, debt securities with a fair value of $13,284,000 and $11,926,000, respectively, were pledged as collateral for public deposits.

 

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

 

		Less Than Twelve Months								More Than Twelve Months
		Gross								Gross
		Unrealized				Fair				Unrealized				Fair
		Losses				Value				Losses				Value
(in thousands)
At December 31, 2022
Debt Securities Available for Sale
U.S. Government treasury and agency securities		$	(1,384	)		$	40,926			$	(835	)		$	4,979
Municipal securities			(999	)			11,436				(1,875	)			8,028
U.S. agency mortgage-backed securities			(3,246	)			36,939				(4,885	)			23,563
Asset-backed securities			(102	)			2,461				(35	)			1,104
Total		$	(5,731	)		$	91,762			$	(7,630	)		$	37,674
Debt Securities Held to Maturity
Municipal securities		$	(1,695	)		$	7,520			$	-			$	-
U.S. agency mortgage-backed securities			(193	)			2,397				-				-
Total		$	(1,888	)		$	9,917			$	-			$	-
At December 31, 2021
Debt Securities Available for Sale
U.S. Government treasury and agency securities		$	(14	)		$	2,919			$	-			$	-
Municipal securities			(240	)			8,429				-				-
U.S. agency mortgage-backed securities			(528	)			28,207				-				-
Asset-backed securities			-				-				(7	)			1,430
Total		$	(782	)		$	39,555			$	(7	)		$	1,430

 

The unrealized losses on one hundred six (106) and twenty-six (26) debt securities at December 31, 2022 and 2021, 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.

 

(continued)

 

53

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

 

(3) Loans 

 

The segments and classes of loans are as follows:

 

 

		At December 31,
(in thousands)		2022				2021
Real estate mortgage loans:
Commercial		$	202,263			$	156,306
Residential and home equity			224,211				183,536
Construction			75,151				71,164
Total real estate mortgage loans			501,625				411,006
Commercial loans			86,308				78,584
Consumer and other loans			7,698				7,283
Total loans			595,631				496,873
Add (Deduct):
Net deferred loan costs (fees)			229				(701	)
Allowance for loan losses			(7,145	)			(5,974	)
Loans, net		$	588,715			$	490,198

 

 

 (continued)

 

54

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

(3)          Loans, Continued

 

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

 

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

 

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 flow of the borrower. The maturity for this type of loan is generally limited to three to five years; however, payments may be structured on a longer amortization basis. Typically, interest rates on our commercial real estate loans are fixed for five years or less after which they adjust based upon a predetermined spread over an index. At times, a rate may be fixed for longer than five years. As part of our credit underwriting standards, the 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, the overall strength of the economy, new job creation trends, tenant vacancy rates, environmental contamination, and the quality of the borrowers’ management. In order to mitigate and limit these risks, we analyze the borrowers’ cash flow and evaluate collateral value. Currently, the collateral securing our commercial real estate loans 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, multifamily residential loans, and home equity lines of credit. The collateral for these loans is generally on the clients’ owner-occupied residences. Although these types of loans present lower levels of risk than commercial real estate loans, risks do still exist because of possible fluctuations in the value of the real estate collateral securing the loan, as well as changes in the borrowers’ financial condition. 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 Company offers both portfolio and secondary market mortgages; portfolio loans generally are based on a 3-year, 5-year, 7-year, or 10-year adjustable-rate mortgage; while 15-year or 30-year fixed-rate loans are generally sold to 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, generally 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 Company. 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 to small and midsized businesses. Small-to-medium sized businesses, retail, and professional establishments, make up our target market for commercial loans. Our Relationship Managers primarily underwrite these loans based on the borrower’s ability to service the loan from cash flow. Lines of credit and loans secured by accounts receivable and/or inventory are monitored periodically by our staff. Loans secured by “all business assets,” or a “blanket lien” are typically only made to highly qualified borrowers due to the nonspecific nature of the collateral 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 Company 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.

 

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; it 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. Therefore, both secured and unsecured consumer loans subject the Company 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. 

 

(continued)

 

55

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

(3)          Loans, Continued

 

 

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

 

		Real Estate Mortgage Loans
						Residential												Consumer
						and Home								Commercial				and Other				Unallocated
(in thousands)		Commercial				Equity				Construction				Loans				Loans				Reserve				Total
Year Ended December 31, 2022
Beginning balance		$	1,762			$	2,139			$	857			$	1,125			$	91			$	-			$	5,974
Provision (credit) for loan losses			541				468				65				(201	)			17				-				890
Net recoveries (charge-offs)			-				-				-				299				(18	)			-				281
Ending balance		$	2,303			$	2,607			$	922			$	1,223			$	90			$	-			$	7,145
At December 31, 2022
Individually evaluated for impairment:
Recorded investment		$	277			$	-			$	-			$	66			$	2			$	-			$	345
Balance in allowance for loan losses		$	-			$	-			$	-			$	14			$	-			$	-			$	14
Collectively evaluated for impairment:
Recorded investment		$	201,986			$	224,211			$	75,151			$	86,242			$	7,696			$	-			$	595,286
Balance in allowance for loan losses		$	2,303			$	2,607			$	922			$	1,209			$	90			$	-			$	7,131
Year Ended December 31, 2021
Beginning balance		$	1,500			$	1,827			$	539			$	1,592			$	75			$	559			$	6,092
Provision (credit) for loan losses			262				322				318				(490	)			43				(559	)			(104	)
Net (charge-offs) recoveries			-				(10	)			-				23				(27	)			-				(14	)
Ending balance		$	1,762			$	2,139			$	857			$	1,125			$	91			$	-			$	5,974
At December 31, 2021
Individually evaluated for impairment:
Recorded investment		$	-			$	-			$	-			$	-			$	4			$	-			$	4
Balance in allowance for loan losses		$	-			$	-			$	-			$	-			$	-			$	-			$	-
Collectively evaluated for impairment:
Recorded investment		$	156,306			$	183,536			$	71,164			$	78,584			$	7,279			$	-			$	496,869
Balance in allowance for loan losses		$	1,762			$	2,139			$	857			$	1,125			$	91			$	-			$	5,974

 

(continued)

 

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

(3)          Loans, Continued

 

 

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 December 31, 2022
Grade:
Pass		$	200,192			$	221,552			$	74,516			$	85,874			$	7,696			$	589,830
Special mention			1,794				2,616				635				368				2				5,415
Substandard			277				43				-				66				-				386
Doubtful			-				-				-				-				-				-
Loss			-				-				-				-				-				-
Total		$	202,263			$	224,211			$	75,151			$	86,308			$	7,698			$	595,631
At December 31, 2021
Grade:
Pass		$	153,404			$	181,770			$	71,051			$	78,462			$	7,233			$	491,920
Special mention			2,902				1,766				113				118				50				4,949
Substandard			-				-				-				4				-				4
Doubtful			-				-				-				-				-				-
Loss			-				-				-				-				-				-
Total		$	156,306			$	183,536			$	71,164			$	78,584			$	7,283			$	496,873

 

 

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

 

The Company analyzes loans individually by classifying the loans as to credit risk. Loans classified as substandard or special mention are reviewed quarterly by the Company for further deterioration or improvement to determine if they are appropriately classified and whether there is any impairment. All loans are graded upon initial issuance. Further, construction and nonowner-occupied commercial real estate loans and commercial relationships in excess of $1 million 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.

 

(continued)

 

57

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

(3)          Loans, Continued

 

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.

 

At December 31, 2022, there were eighteen loans over thirty days past due and accruing, two loans past due ninety days or more but still accruing and two loans on nonaccrual status. Age analysis of past-due loans at December 31, 2022 and 2021 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 December 31, 2022:
Real estate mortgage loans:
Commercial		$	-			$	-			$	-			$	-			$	201,986			$	277			$	202,263
Residential and home equity			1,383				413				349				2,145				222,066				-				224,211
Construction			651				-				55				706				74,445				-				75,151
Commercial loans			293				160				-				453				85,789				66				86,308
Consumer and other loans			-				-				-				-				7,698				-				7,698
Total		$	2,327			$	573			$	404			$	3,304			$	591,984			$	343			$	595,631
At December 31, 2021:
Real estate mortgage loans:
Commercial		$	-			$	-			$	-			$	-			$	156,306			$	-			$	156,306
Residential and home equity			710				-				-				710				182,826				-				183,536
Construction			-				-				-				-				71,164				-				71,164
Commercial loans			411				-				-				411				78,173				-				78,584
Consumer and other loans			-				-				-				-				7,283				-				7,283
Total		$	1,121			$	-			$	-			$	1,121			$	495,752			$	-			$	496,873

 

 

(continued)

 

58

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

(3)          Loans, Continued

 

The following summarizes the amount of impaired loans at December 31, 2022 and 2021:

 

 

		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, 2022
Commercial real estate		$	277			$	277			$	-			$	-			$	-			$	277			$	277			$	-
Commercial			-				-				66				66				14				66				66				14
Consumer and other loans			2				2				-				-				-				2				2				-
Total		$	279			$	279			$	66			$	66			$	14			$	345			$	345			$	14
At December 31, 2021
Consumer and other loans		$	4			$	4			$	-			$	-			$	-			$	4			$	4			$	-
Total		$	4			$	4			$	-			$	-			$	-			$	4			$	4			$	-

 

The average net investment in impaired loans and interest income recognized and received on impaired loans by loan class is as follows:

 

 

		Average				Interest				Interest
		Recorded				Income				Income
(in thousands)		Investment				Recognized				Received
Year Ended December 31, 2022
Commercial real estate		$	143			$	-			$	-
Residential and home equity			115				17				17
Commercial			34				-				-
Consumer and other loans			1				-				-
Total		$	293			$	17			$	17
(in thousands)
Year Ended December 31, 2021
Residential and home equity		$	302			$	-			$	-
Commercial			174				-				-
Total		$	476			$	-			$	-

 

 

 

(continued)

 

59

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, 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.

 

As shown in the table below, the Company entered into no new TDRs during the year ended December 31, 2022 and one new TDR during the year ended December 31, 2021.

 

Year Ended December 31, 2022

Year Ended December 31, 2021

Pre-

Post-

Current

Pre-

Post-

Current

Modification

Modification

Modification

Modification

Modification

Modification

Number

Outstanding

Outstanding

Outstanding

Number

Outstanding

Outstanding

Outstanding

of

Recorded

Recorded

Recorded

of

Recorded

Recorded

Recorded

Contracts

Investment

Investment

Investment

Contracts

Investment

Investment

Investment

(in thousands)

Troubled Debt Restructurings:

Modified interest rate

Consumer

-

$

-

$

-

$

-

1

$

4

$

4

$

4

Total

-

$

-

$

-

$

-

1

$

4

$

4

$

4

 

The TDR entered into during the year ended December 31, 2021 did subsequently default.  At December 31, 2022, the Company had one $2,000 loan identified as a TDR.

 

The Company grants the majority of its loans to borrowers throughout Leon County and Polk County, Florida. Although the Company has a diversified loan portfolio, a significant portion of its borrowers’ ability to honor their contracts is dependent upon the economy of this area. The Company does not have any significant concentrations to any one industry or client.

 

 (continued)

 

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

(4)          Premises and Equipment

 

A summary of premises and equipment follows:

 

		At December 31,
		2022				2021
(in thousands)
Land		$	1,704			$	1,704
Buildings			5,089				5,085
Leasehold improvements			1,584				1,551
Furniture, fixtures and equipment			2,360				2,099
Computer and software			3,642				3,197
Total, at cost			14,379				13,636
Less accumulated depreciation and amortization			(6,357	)			(5,674	)
Premises and equipment, net		$	8,022			$	7,962

 

Right of use lease assets and operating lease liabilities are disclosed as separate line items in the consolidated balance sheets and are valued based on the present value of the future minimum lease payments at the commencement date. As our lease does not provide an implicit rate, we used our incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense is recognized on a straight-line basis over the lease term.

 

The Company's operating lease obligation is for the Company's main office on Timberlane Road, Tallahassee, Florida. The term of the lease is 15 years, with four options to renew for five years each. The lease is a fully net lease, with the Company separately paying real and personal property taxes, all special and third-party assessments, common area maintenance charges, maintenance costs and insurance expenses. 

 

The components of lease expense and other lease information as of and during the year ended December 31, 2022 are as follows:

 

		At December 31,
		2022				2021
(in thousands)
Operating lease cost		$	319			$	319
Cash paid for amount included in the measurement of operating
lease liability operating cash flows from operating lease		$	294			$	294

 

(dollars in thousands)		2022				2021
Operating lease right of use asset		$	3,044			$	3,258
Operating lease liability			3,208				3,397
Weighted average remaining lease term - operating lease (in years)			11.6				12.6
Weighted average discount rate			3.17	%			3.17	%

 

Future minimum lease payments under non-cancellable leases as of December 31, 2022, reconciled to our operating lease liability presented on the consolidated balance sheet are as follows:

 

(in thousands)		At December 31, 2022
2023		$	294
2024			306
2025			323
2026			323
2027			323
Thereafter			2,321
Total future minimum lease payments			3,890
Less interest			(682	)
Total		$	3,208

 

 

 

 

(continued)

 

61

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

(5)          Deposits

 

The aggregate amount of time deposits with a minimum denomination greater than $250,000 was approximately $14.1 million and $22.8 million at December 31, 2022 and 2021, respectively.

 

A schedule of maturities for all time deposits at December 31, 2022 is as follows:

 

(in thousands)
Year Ending December 31,		Amount
2023		$	30,162
2024			8,468
2025			348
2026			708
2039			423
Total		$	40,109

 

 

(6)          Other Borrowings

 

The Company has pledged collateral to the Federal Home Loan Bank of Atlanta (“FHLB”) for future advances which will be collateralized by a blanket lien on qualifying residential real estate, commercial real estate, home equity lines of credit and multi-family loans. The Company may borrow up to $100.8 million as of December 31, 2022 from the FHLB. There were no advances outstanding at December 31, 2022 or 2021. The Company also has available credit of $59.0 million in lines of credit with correspondent banks. All draws under these lines are subject to approval by the correspondent bank. The Company also maintains a $15.0 million revolving line of credit with a local bank.  The Company has pledged all of the Bank's common stock as collateral for the revolving line of credit which matures in August, 2025 and bears interest at the Wall Street Journal Prime Rate. There was an outstanding balance of $4.275 million under the revolving line of credit at December 31, 2022 and interest expense under this line of credit totaled $200,000 and $58,000 in 2022 and 2021, respectively.  

 

 

(7)          Income Taxes

 

The components of the income taxes are as follows:

 

		Year Ended December 31,
(in thousands)		2022				2021
Current:
Federal		$	2,699			$	2,109
State			685				356
Total current			3,384				2,465
Deferred:
Federal			(257	)			41
State			(71	)			11
Total deferred			(328	)			52
Total income taxes		$	3,056			$	2,517

                                         

(continued)

 

62

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

(7)          Income Taxes, Continued

 

The reasons for the difference between the statutory Federal income tax rate and the effective tax rates are summarized as follows:

 

		Year Ended December 31,
		2022								2021
						% of								% of
						Pretax								Pretax
		Amount				Earnings				Amount				Earnings
(dollars in thousands)
Income taxes at statutory rate		$	2,675				21.0	%		$	2,282				21.0	%
Increase (decrease) resulting from:
State taxes, net of federal tax benefit			485				3.8				291				2.7
Tax-exempt income			(105	)			(0.8	)			(75	)			(0.7	)
Other nondeductible expenses			1				-				19				0.2
Total		$	3,056				24.0	%		$	2,517				23.2	%

 

Tax effects of temporary differences that give rise to the deferred tax assets and liabilities are as follows:

 

		At December 31,
		2022				2021
(in thousands)
Deferred tax assets:
Allowance for loan losses		$	1,827			$	1,514
Organizational and start-up costs			2				11
Stock-based compensation			132				105
Deferred compensation			201				134
Unrealized losses on securities available for sale			3,386				24
Operating lease liability			813				861
Other			13				19
Deferred tax assets			6,374				2,668
Deferred tax liabilities:
Prepaid Expenses			(144	)			(143	)
Deferred loan costs			(688	)			(567	)
Premises and equipment			(238	)			(289	)
Right of use lease asset			(771	)			(826	)
Deferred tax liabilities			(1,841	)			(1,825	)
Net deferred tax asset		$	4,533			$	843

 

The Company files consolidated income tax returns in the U.S. federal jurisdiction and the State of Florida. The Company is no longer subject to U.S. federal, or state and local income tax examinations by taxing authorities for years before 2019.

 

    

 

(continued)

 

63

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

(8)           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, financial and performance 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 consolidated balance sheets. The contract amounts of these instruments reflect the extent of involvement the Company has in these consolidated 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. 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 $792,000 at December 31, 2022. 

 

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.

 

A summary of the contractual amounts of the Company’s financial instruments with off-balance sheet risk at December 31, 2022 is as follows:  

 

		At December 31, 2022
(in thousands)
Commitments to extend credit		$	10,667
Construction loans in process			61,991
Unused lines of credit			77,268
Standby financial letters of credit			3,319
Guaranteed accounts			1,425
Total off-balance sheet instruments		$	154,670

 

 

(continued)

 

64

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

 

(9)            Stock Compensation Plans

 

2015 Stock Incentive Compensation Plan

 

The 2015 Stock Incentive Compensation Plan (the “2015 Plan”) was approved by Shareholders at the Company’s annual meeting of shareholders on May 20, 2015, and permits the Company to grants its key employees and directors stock options, stock appreciation rights, performance shares, restricted stock 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 December 31, 2022, 322,957 stock options and 21,719 restricted stock awards have been granted under the 2015 Plan.  Taking into account the 51,200 stock options that have been forfeited, 181,198 options are available for grant at December 31, 2022.

 

A summary of the activity in the Company’s 2015 Plan is as follows:

 

										Weighted-
						Weighted-				Average
						Average				Remaining				Aggregate
		Number of				Exercise				Contractual				Intrinsic
		Options				Price				Term				Value
Outstanding at December 31, 2020			272,057			$	19.80
Options granted			18,000				27.12
Options exercised			(150	)			20.09
Options forfeited			(21,250	)			20.58
Outstanding at December 31, 2021			268,657				20.23
Options granted			3,500				25.37
Options exercised			(20,240	)			18.35
Options forfeited			(550	)			20.09
Outstanding at December 31, 2022			251,367			$	19.99				5.3			$	1,482,000
Exercisable at December 31, 2022			187,287			$	20.46				5.0			$	1,176,000

 

The fair value of shares vested and recognized as compensation expense was $178,000 and $156,000 for the years ended December 31, 2022 and 2021, respectively. The Company recognized an income tax benefit of $19,000 with respect to share-based compensation in both 2022 and 2021. At December 31, 2022, there was $179,000 of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the 2015 Plan. The cost is expected to be recognized over a weighted-average period of 3.0 years.

 

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

 

		Year ended December 31,
		2022				2021
Weighted average risk-free interest rate			2.91	%			1.15-1.30	%
Expected dividend yield			0.71	%			0.49-0.62	%
Expected stock volatility			33.18	%			22.94-30.69	%
Expected life in years			6.5				6.5
Per share fair value of options issued during year		$	9.10			$	3.26

 

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

 

(continued)

 

65

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

(9)           Stock Compensation Plans, Continued

 

Restricted Stock Issued under the 2015 Stock Incentive Plan

 

The Company issued 10,203 restricted common stock shares to employees in 2022. Restricted common stock shares granted are vested equally over the span of 3 years. Stockholders of unvested 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				Unvested Shares
		Number of				Grant Date				Grant Date
		Shares				Fair Value per Share				Fair Value
Restricted stock granted in 2019			3,600			$	18.52			$	22,000
Restricted stock granted in 2020			3,835				20.40				52,000
Restricted stock granted in 2021			4,081				18.04				74,000
Restricted stock granted in 2022			10,203				27.85				284,000
Restricted stock vested at December 31, 2022			(7,516	)			(19.07	)			(143,000	)
Non-vested restricted stock outstanding at December 31, 2022			14,203			$	25.30			$	289,000

 

During the years ended December 31, 2022 and 2021, the Company recognized $129,000 and $71,000, respectively, as expense and had $238,000 in unrecognized expense at December 31, 2022 to be recognized over a weighted-average period of 2.1 years.

 

Directors' Plan

 

The Directors’ Plan permits the Company’s and the Bank’s 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 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 OTCQX or a price set by the Board or its Compensation Committee, acting in good faith, but in no case less than fair market value. In 2022 and 2021, the Board used the greater of quarter-end book value and quarter-end volume weighted average market price to determine what the fair market value of Prime Meridian common stock was for purposes of the Directors’ Plan. The maximum number of shares to be issued pursuant to the Directors’ Plan is limited to 74,805 shares. In  2022 and 2021, our directors received 5,002 and 5,344 shares of common stock, respectively, in lieu of cash, under the Directors’ Plan.  The Company recognized expense of $131,000 and $111,000 during the years ended December 31, 2022 and 2021, with respect to the Director’s Plan.  As of December 31, 2022, there were 36,362 shares remaining available for grant which is approximately 1.1% of the total shares outstanding as of the record date. 

 

(10)          Employee Benefit Plans

 

The Company sponsors a 401(k)-profit sharing plan available to all employees electing to participate after meeting certain length-of-service requirements. The Company’s contributions to the profit-sharing plan are discretionary and determined annually. Contribution expense related to the plans for the years ended December 31, 2022 and 2021 were $238,000 and $248,000, respectively. 

 

The Company has established non-qualified account balance deferred compensation plans to provide retirement benefits for certain officers of the Company. The Company is recognizing the expense of these plans as services are rendered using a discount rate of four percent and a retirement age of sixty-five. The Company’s expense in connection with these plans was $265,000 and $193,000 for the years ended  December 31, 2022 and 2021, respectively. The accrued liability related to these agreements was $792,000 and $527,000 at December 31, 2022 and 2021, respectively. Such amounts are included in other liabilities in the accompanying consolidated balance sheets.

 

(continued)

 

66

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

 

(11)        Related Party Transactions

 

The Company enters into transactions during the ordinary course of business with officers and directors of the Company and entities in which they hold a significant financial interest. The following table summarizes these transactions:

 

		Year Ended December 31,
(in thousands)		2022				2021
Loans:
Beginning balance		$	8,468			$	6,606
Originated during the year			544				4,284
Principal repayments			(1,788	)			(2,422	)
Ending balance		$	7,224			$	8,468
Deposits at year-end		$	5,970			$	9,717

 

In addition, the Company purchases various insurance policies through a company that employs the spouse of Director Jones. The premiums paid totaled $1.5 million and $1.4 million in 2022 and 2021, respectively, and included health insurance premiums for employees. Mr. Jones’ interest in such premiums was $6,157 and $5,734 in 2022 and 2021, respectively.

  

 

(12)        Fair Value of Financial Instruments

 

The approximate carrying amounts and estimated fair values of the Company’s financial instruments are as follows:

 

						At December 31, 2022								At December 31, 2021
						Carrying				Fair				Carrying				Fair
(in thousands)		Level				Amount				Value				Amount				Value
Financial assets:
Cash and cash equivalents			1			$	39,788			$	39,788			$	233,473			$	233,473
Debt securities available for sale			2				129,436				129,436				73,763				73,763
Debt securities held to maturity			2				11,805				9,917				-				-
Loans held for sale			3				7,058				7,170				11,768				11,964
Loans, net			3				588,715				548,166				490,198				495,209
Federal Home Loan Bank stock			3				463				463				366				366
Accrued interest receivable			3				2,385				2,385				1,505				1,505
Bank owned life insurance			3				16,532				16,532				16,153				16,153
Derivative contract assets			2				2,352				2,352				630				630
Financial liabilities-
Deposits			3				731,535				731,506				762,942				763,147
Other Borrowings			3				4,275				4,275				3,575				3,575
Derivative contract liabilities			2				2,352				2,352				630				630
Off-Balance Sheet financial instruments			3				-				-				-				-

 

 

 

(13)      Dividend Restrictions

 

The Holding Company is limited in the amount of cash dividends it may declare and pay by the amount of capital is has retained and the amount of dividends it can receive from the Bank. The Bank is limited in the amount of cash dividends that may be paid. The amount of cash dividends that may be paid is based on the Bank’s net earnings of the current year combined with the Bank’s retained earnings of the preceding two years, as defined by state banking regulations. However, for any dividend declaration, the Bank must consider additional factors such as the amount of current period net earnings, liquidity, asset quality, capital adequacy and economic conditions. It is likely that these factors would further limit the amount of dividends which the Bank could declare. In addition, bank regulators have the authority to prohibit banks from paying dividends if they deem such payment to be an unsafe or unsound practice.

 

In January 2023, the Board of Directors declared an annual dividend of $0.22 per share of common stock payable on February 28, 2023 to shareholders of record as of February 9, 2023.  

 

(continued)

 

67

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

(14)         Regulatory Matters

 

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 which phased in full compliance over a multi-year schedule. 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 December 31, 2022, and 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 percentage (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 December 31, 2022, that the Bank meets all capital adequacy requirements to which it is subject.

 

  

As of December 31, 2022, 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 table:

 

		Actual								For Capital Adequacy Purposes								For Well Capitalized Purposes
(dollars in thousands)		Amount				Percentage				Amount				Percentage				Amount				Percentage
As of December 31, 2022
Tier 1 Leverage ratio to Average Assets		$	81,100				9.70	%		$	33,461				4.00	%		$	41,826				5.00	%
Common Equity Tier 1 Capital to Risk-Weighted Assets			81,100				12.90				28,290				4.50				40,863				6.50
Tier 1 Capital to Risk-Weighted Assets			81,100				12.90				37,720				6.00				50,294				8.00
Total Capital to Risk-Weighted Assets			88,245				14.04				50,294				8.00				62,867				10.00
As of December 31, 2021:
Tier 1 Leverage ratio to Average Assets		$	70,548				8.53	%		$	33,071				4.00	%		$	41,338				5.00	%
Common Equity Tier 1 Capital to Risk-Weighted Assets			70,548				13.45				23,596				4.50				34,083				6.50
Tier 1 Capital to Risk-Weighted Assets			70,548				13.45				31,461				6.00				41,948				8.00
Total Capital to Risk-Weighted Assets			76,522				14.59				41,948				8.00				52,435				10.00

 

 

 

(15)        Legal Contingencies

 

Various legal claims arise from time to time in the normal course of business which, in the opinion of management, will not have a material effect on the Company’s consolidated financial statements. As of December 31, 2022, there is no pending or threatened litigation of which management is aware.

 

(continued)

 

68

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

(16)          Earnings Per Share

Earnings per share (“EPS”) has been computed on the basis of the weighted-average number of shares of common stock outstanding. Outstanding stock options are considered dilutive securities for purposes of calculating diluted EPS which was computed using the treasury stock method:

 

 

		2022												2021
						Weighted-				Per								Weighted-				Per
						Average				Share								Average				Share
(dollars in thousands, except per share amounts)		Earnings				Shares				Amount				Earnings				Shares				Amount
Year Ended December 31,
Basic EPS:
Net earnings		$	9,681				3,154,866			$	3.07			$	8,347				3,126,547			$	2.67
Effect of dilutive securities-incremental shares from assumed conversion of options							38,908												15,935
Diluted EPS:
Net earnings		$	9,681				3,193,774			$	3.03			$	8,347				3,142,482			$	2.66

 

 

 

 

(17)        Derivatives

 

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, is included in “other assets” and “other liabilities” on the Company’s consolidated balance sheets, and the net change in each of these financial statement line items in the accompanying consolidated statements of cash flows.  The derivative transactions are considered instruments with no hedging designation, otherwise known as stand-alone derivatives.   

 

		At December 31,
		2022				2021
dollars in thousands
Notional amount - interest rate swaps:
Stand-alone derivatives		$	20,084			$	20,606
Weighted-average pay rate - interest rate swaps			3.68	%			3.69	%
Weighted-average receive rate - interest rate swaps			3.00	%			3.00	%
Weighted-average maturity (in years) - interest rate swaps			12.6				13.6
Net realized fair value adjustments:
Stand-alone derivatives - interest rate swaps (other assets)		$	2,352			$	630
Stand-alone derivatives - interest rate swaps (other liabilities)		$	(2,352	)		$	(630	)

 

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.     

 

(continued)

 

69

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Notes to Consolidated Financial Statements, Continued

 

 

(18)      Parent Company Only Financial Information

 

The Holding Company's unconsolidated financial information follows:

 

Condensed Balance Sheets		December 31,
		2022				2021
(in thousands)
Assets
Cash		$	204			$	114
Investment in subsidiary			71,125				70,475
Other assets			30				27
Total assets		$	71,359			$	70,616
Liabilities and Stockholders' Equity
Liabilities:
Other borrowings		$	4,275			$	3,575
Accrued interest			31				10
Total liabilities			4,306				3,585
Stockholders' equity			67,053				67,031
Total liabilities and stockholders' equity		$	71,359			$	70,616

 

Condensed Statements of Earnings			Year Ended December 31,
			2022				2021
(in thousands)
Revenues			$	-			$	-
Expenses				(756	)			(590	)
Income tax benefit				192				140
Loss before earnings of subsidiary				(564	)			(450	)
Net earnings of subsidiary				10,245				8,797
Net earnings			$	9,681			$	8,347

 

Condensed Statements of Cash Flows		Year Ended December 31,
(in thousands)		2022				2021
Cash flows from operating activities:
Net Earnings		$	9,681			$	8,347
Adjustments to reconcile net earnings to net cash used in operating activities:
Equity in earnings of subsidiary			(10,245	)			(8,797	)
Stock issued as compensation			131				111
Net change in other assets and other liabilities			(3	)			11
Increase in interest payable			21				-
Net cash used in operating activities			(415	)			(328	)
Cash flows from investment activities-
Cash infusion to subsidiary			-				(3,725	)
Net cash used in investing activities			-				(3,725	)
Cash flows from financing activities:
Proceeds from other borrowings			700				3,575
Common stock retirement			-				-
Cash dividend paid			(567	)			(438	)
Proceeds from stock options exercised			372				3
Net cash provided by (used in) financing activities			505				3,140
Net increase (decrease) in cash			90				(913	)
Cash at beginning of the year			114				1,027
Cash at end of year		$	204			$	114
Supplemental disclosure of cash flow information-
Noncash items:
Net change in accumulated other comprehensive loss of subsidiary, net of change in
unrealized loss on debt securities available for sale, net of tax benefit		$	(9,902	)		$	(1,474	)
Stock-based compensation expense of subsidiary		$	307			$	227

 

70

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PRIME MERIDIAN HOLDING COMPANY AND SUBSIDIARY

 

Item 9.        Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A.        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 PMHG 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 Chief Financial Officer concluded that, subject to the limitations noted below, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms.

 

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

 

(b) Management's Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Such internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

 

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, the Company consulted with an external consulting firm to assist in management’s evaluation of the adequacy of the Bank’s policies and procedures in the areas of internal operational controls and safeguarding of assets, and when applicable, compliance with regulatory guidelines. The Company and the consultant used the 2013 criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control-Integrated Framework” to perform the assessment. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

 

This annual report does not include an attestation report of PMHG’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to Securities and Exchange Commission Rule 210.2-02(f), which permits the Company to provide only management’s report in this annual report.

 

(c) Changes in Internal Controls

 

We have made no significant changes in our internal controls over financial reporting during the year ended December 31, 2022, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

(d) Limitations on the Effectiveness of Controls

 

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

 

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

  

71

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Item 9B.            Other Information     

 

None.

 

Item 9C.            Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 

Not applicable

 

Item 10.             Directors, Executive Officers and Corporate Governance

 

The Boards of Directors of the Company and the Bank are each composed of the same fourteen members. The members of both Boards of Directors are elected each year for one-year terms. Our shareholders elect the Company’s Board of Directors, while the Company (as the sole shareholder), elects the Board of Directors of the Bank. Executive officers of the Company and of the Bank are elected annually by the respective Boards of Directors.

 

During 2022, each member of the Board of Directors was an “independent director” using the standards set forth under Section 5600 of the Nasdaq Stock Market Rules, except for Mr. Dixon, Mr. Guemple, Mr. Jensen, Mrs. Jones, and Mr. Micallef. 

 

The following table lists the names and ages of all directors and executive officers of the Company and the Bank and indicates all positions and offices with the Company and the Bank held by each person, as of December 31, 2022. Also included in the table is the year in which each person commenced service with the Company and a brief description of the current occupation of each director or executive officer. There are no arrangements or understandings between such persons and any other person pursuant to which any person was elected as a director or executive officer.

 

Position with the

Position with the

Director

Name

Age

Company

Bank

Since

Principal Occupation

Independent

Kenneth H. Compton

54

Director

Director

2019

CEO, Founder, Compton & Associates, Private Wealth Advisors

✓

William D. Crona

74

Director

Director

2010

Financial Consultant, Investor & retired CPA

✓

Sammie D. Dixon, Jr.

53

CEO, President, Vice Chairman & Director

CEO, President, Vice Chairman & Director

2010

Chief Executive Officer & President

Steven L. Evans

75

Director

Director

2010

Retired IBM Executive

✓

R. Randy Guemple

71

Director

Director

2010

Retired Executive Vice President, Chief Financial Officer

Chris L. Jensen, Jr.

66

EVP, Director

SLO, EVP, Director

2010

Executive Vice President, Senior Lender

Kathleen C. Jones

69

Director

Director

2011

Retired Executive Vice President, Chief Financial Officer

Robert H. Kirby

56

Director

Director

2010

Businessman, Partner in Rehab Technologies and Huxford Land Co.

✓

Frank L. Langston

65

Director

Director

2010

Principal of NAI TALCOR

✓

Michael A. Micallef, Jr.

73

Director

Director

2019

Retired SVP, Market President Lakeland office

Kyle D. Phelps

42

EVP, CBO

EVP, CBO

N/A

Executive Vice President, Chief Banking Officer

L. Collins Proctor, Sr.

53

Director

Director

2010

Principal / Director of FSM (Facility Solutions Management)

✓

Garrison A. Rolle, M.D.

61

Director

Director

2010

Orthopedic Surgeon

✓

Steven D. Smith

70

Director

Director

2010

Businessman, Krispy Kreme Doughnut Franchisee

✓

Susan Payne Turner

56

EVP, CRO

EVP, CRO

N/A

Executive Vice President, Chief Risk Officer

Monte L. Ward

41

EVP, CIO

EVP, CIO

N/A

Executive Vice President, Chief Information Officer

Clint F. Weber

41

EVP, CFO

EVP, CFO

N/A

Executive Vice President, Chief Financial Officer

Richard A. Weidner

78

Chairman & Director

Chairman & Director

2010

Retired CPA, Partner with Carr, Riggs & Ingram, LLC

✓

 

72

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The following sets forth a brief description of each director and executive officer’s principal occupation and business experience, and certain other information. There are no family relationships between any directors or executive officers.

 

Executive Officers

 

Sammie D. Dixon, Jr., age 53, was part of the management team and Board that formed both the Bank and Prime Meridian. He is the Vice Chairman, Chief Executive Officer and President of Prime Meridian and the Bank. Prior to joining the Bank, from June 2005 to December 2006, he was the Senior Vice President and Commercial Sales Manager for Regions Bank in Tallahassee, Florida. Before that, he served as Chief Executive Officer and President for Bank of Thomas County from August 2003 to June 2005. From April 1999 to 2003, Mr. Dixon held various positions with Bank of Florida – Southwest in Naples, Florida. He began his banking career with NationsBank in 1997. Mr. Dixon previously served as an Administrative Committee Member of the American Bankers Association’s Community Bankers Council.   He is a former Campaign Co-Chair of the United Way of the Big Bend where he also served as a director. He is a member of the Independent Community Bankers of America's Legislative Issues Committee, the Tallahassee Memorial HealthCare Foundation Board of Trustees and the TaxWatch Board of Trustees. Mr. Dixon is the Immediate Past Chair and currently serves on the board of the Greater Tallahassee Chamber of Commerce. He serves on the boards of the Florida Bankers Association and The Boys and Girls Clubs of the Big Bend. Mr. Dixon attends Saint Peter’s Anglican Church.

 

Clint F. Weber, age 41, has been with the Bank since 2013. He is presently the Executive Vice President and Chief Financial Officer of the Bank and Prime Meridian. Prior to joining the Bank, he was Vice President and held various credit positions at Premier Bank and its successor financial institution Centennial Bank from 2008 to 2013. From 2003 to 2008, he was a Financial Institution Examiner at the Florida Office of Financial Regulation. Mr. Weber’s work experience includes credit risk management, regulatory compliance, accounting and asset/liability management. Mr. Weber is a graduate of Florida State University where he received a Bachelor of Science in Finance and Real Estate. He is also a graduate of the Florida School of Banking at the University of Florida.

 

Chris L. Jensen, Jr., age 66, was part of the management team and Board that formed both the Bank and Prime Meridian. He is an Executive Vice President of Prime Meridian and the Bank’s Executive Vice President and Senior Lender. Prior to joining the Bank, from February 2005 to 2007, he served as Tallahassee Market President for Regions Bank. Before that, Mr. Jensen held various management positions with SouthTrust Bank from 1997 to 2005, culminating with the position of Tallahassee’s Market President. He also served as Senior Lender for First Bank of Tallahassee in its de novo stage in 1990. Mr. Jensen has over forty years of lending experience in Tallahassee and the surrounding markets. He is active in the community and currently serves on the Boards of several local groups, including the Suwannee River Area Council for the Boy Scouts of America and the Young Actors Theatre.

 

Susan Payne Turner, age 56, has been with the Bank since 2013. She is presently the Executive Vice President and Chief Risk Officer of the Bank and Prime Meridian. Mrs. Turner began her banking career in 1983. From 2010 to 2013, she was a Regional Retail Leader for Centennial Bank, where she managed ten branches located in Leon, Wakulla, Calhoun and Liberty Counties. Mrs. Turner is a graduate of Florida State University and received a Master of Business Administration from Troy University in 2005. She is a Certified Enterprise Risk Professional. She is also a graduate from the Graduate School of Banking at Louisiana State University. Mrs. Turner serves as Chair for the Florida Bankers Education Foundation. She is Past Chair and serves as Director Emeritus for the Tallahassee Community College Foundation. She also serves as Past Chair for the Tallahassee Community College Alumni and Friends Association and Director Emeritus on the Board for the Wakulla County Chamber of Commerce. She is a member of the Coastal Optimist Club, is the Associate Director of the Wakulla County Historical Society and serves as Vice Chair on the Board for the Community Foundation of North Florida.

 

Kyle D. Phelps, age 42, became Executive Vice President and Chief Banking Officer (CBO) of Prime Meridian Bank and Prime Meridian Holding Company in August, 2021. Prior to joining the Bank, Mr. Phelps was formerly a Commercial Banking and Specialty Lending Executive for Capital City Bank from 2018 to 2021, where he oversaw corporate banking, commercial loan participations, institutional banking, asset-based lending, factoring, treasury management, Small Business Administration (SBA) lending, warehouse lending, and indirect auto lending. From 2007 to 2018, Mr. Phelps held various commercial banking and management positions at Capital City Bank. Mr. Phelps’ work experience includes commercial banking and private banking management, commercial real estate lending, and commercial special assets. He holds certifications as a Chartered Financial Analyst (CFA) and Certified Treasury Professional (CTP). Mr. Phelps is a graduate of Liberty University and received a Master of Business Administration from the University of Florida. He serves on the Boards of the Tallahassee Downtown Redevelopment Commission and Tallahassee Young Life. He also served on the Big Brothers Big Sisters of the Big Bend Board. Mr. Phelps is a former Chair for the Foundation for Leon County Schools and former member of the executive board for the Tallahassee Builders Association.

 

Monté L. Ward, age 41, has been with the Bank since 2011. He is presently the Executive Vice President and Chief Information Officer of the Bank and Prime Meridian. Prior to joining the Bank, he was Assistant Vice President and held various operational, compliance and information technology positions at Premier Bank from 2002 to 2011. Mr. Ward has a background in software programming and hacking/intrusion. He holds various certifications and designations such as Certified Information Systems Security Professional, Certified Information Security Manager, Certified Regulatory Compliance Manager, Accredited ACH Professional and others in technology, security, risk, and compliance. He is a graduate of Florida Agricultural & Mechanical University where he received a Bachelor of Science in Electrical Engineering. He received a Master of Science in Cybersecurity from National University. Mr. Ward is also a graduate of the American Bankers Association Stonier Graduate School of Banking and the Wharton Leadership Program at the University of Pennsylvania.

 

 

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Company and Bank Directors

 

Kenneth H. Compton, age 54, was elected to Prime Meridian’s and the Bank’s Boards in May 2019. He is the Founder, President and CEO of Compton & Associates, Private Wealth Advisors, which focuses on asset management, retirement planning, estate planning, and business transition planning. Mr. Compton serves as the Chair of the Governance, Compensation, and Nominating Committee, member of Executive, Audit, and Loan committees and is the Vice Chair for Gulf Atlantic Bank, Key West, Florida.  He was also a director of Community Southern Holdings, Inc. and Community Southern Bank beginning in 2013, where he served as Chairman of the Loan and Compensation committees, and served on the Audit committee and ALCO. He remained on the Boards until their sale to Sunshine Bancorp, Inc. in 2015. He then joined the Board of Sunshine Bancorp, Inc. and served, as the Sarbanes-Oxley Financial Expert on the Audit Committee, until its sale to CenterState Bank Corporation in 2018. His background includes a Juris Doctor degree from the Cumberland School of Law at Samford University, a Master of Law degree from the University of Denver, Sturm College of Law and Daniels College of Business, and a Bachelor of Arts Degree in International Studies and Foreign Policy from Rhodes College. He has served as an adjunct professor of finance and insurance, as a vesting agent under the Florida Comprehensive Land Use Plan, and as a past Executive Vice President of the Highlands County Board of Realtors. Mr. Compton serves on the Board of Baycare’s Bartow Regional Medical Center and Main Street Ft. Meade. He also served on the Board of the Southeastern University Foundation.

 

William D. Crona, age 74, is a founding member of the Boards of the Bank and Prime Meridian. He is a retired certified public accountant. In 2005, he retired from a twenty-three-year career with the accounting firm of Law, Redd, Crona and Munroe, P.A., Tallahassee, Florida, where he served as a partner. He currently is a financial consultant and investor in the Tallahassee area. Mr. Crona serves on the Boards of the Apalachee Land Conservancy, Manchebo Beach Resort Hotel, TEC Incorporated, SAVA, and the City of Tallahassee Citizen Advisory Board.

 

Steven L. Evans, age 75, is a founding member of the Boards of the Bank and Prime Meridian. He retired from a thirty-year career with IBM in 2003 where he served as Vice President of its North American Education business and IBM’s Senior State Executive for its Florida operations. After graduating from the University of Michigan, Mr. Evans played in the St. Louis Cardinal baseball organization for six years before joining IBM. Mr. Evans currently serves on the Boards of the Florida Taxwatch Research Institute, Ghost Controls, Inc., Vineyard Capital, Fringe Benefits Management Corporation, Kyra Infotech Group and is the Chairman of the Economic Vitality Leadership Council. He is also a member of the FSU Research GAP Committee and a member of the Presidential Advisory Council for Indian River State College.

 

R. Randy Guemple, age 71, is a founding member of the Boards of the Bank and Prime Meridian. He retired as Prime Meridian’s and the Bank’s Executive Vice President and Chief Financial Officer in March 2019. He was formerly a certified public accountant. Prior to assuming these offices, he was a retired bank executive, and served as Executive Vice President, Chief Operating Officer, and Chief Financial Officer of First Bank of Florida in West Palm Beach, Florida. He is a Past Chairman of the Financial Managers Society, Inc., headquartered in Chicago, Illinois. Mr. Guemple is a Past Chairman and current member of the Board of Trustees for the Tallahassee Memorial HealthCare Foundation, Inc. and Southern Scholarship Foundation, Inc. in Tallahassee, Florida. He is also Director Emeritus of Elder Care Services, Inc. and an active member of the Tallahassee Kiwanis Club.  Mr. Guemple is a graduate of Florida State University (FSU) where he received a Bachelor of Science in Accounting and his Master of Business Administration. He played baseball while at FSU and is a member of Good Shepherd Catholic Church.

 

Kathleen C. Jones, age 69, was part of the management team that formed both the Bank and Prime Meridian and has been a member of both Boards since 2011. She retired as Prime Meridian’s and the Bank’s Executive Vice President and Chief Financial Officer in December 2015. Prior to joining the Bank, she spent thirty-six years with SunTrust Bank and its Tallahassee predecessor institutions. Mrs. Jones retired from SunTrust Bank in 2007, at the position of North Florida Regional Senior Vice President, Senior Banking Operations Manager. She is a 1978 graduate of Florida State University where she received a Bachelor of Science in Finance. She also is a 1988 graduate of the Graduate School of Banking of the South in Baton Rouge, Louisiana. Mrs. Jones is a member of Thomasville Road Baptist Church.

 

Robert H. Kirby, age 56, was elected to Prime Meridian’s and the Bank’s Board in May 2010. He is a partner in Rehab Technologies, LLC, a medical equipment sales and leasing business, and Huxford Land Company, LLC, a land and timber company. Mr. Kirby currently serves as President and Chief Executive Officer of Cedar Creek Land and Timber Company, Inc. and T.R. Miller Woodlands, Inc., and as a member of the management executive committees of T.R. Miller Mill Company, Inc. and Neal Land Alabama, Inc., all located in Brewton, Alabama. Mr. Kirby received a bachelor’s degree from the University of the South, Sewanee, Tennessee and a Master of Business Administration from the University of Alabama, Tuscaloosa, Alabama.

 

Frank L. Langston, age 65, is a founding member of the Boards of the Bank and Prime Meridian. He has been a principal/owner, since 2000, with the real estate services company NAI TALCOR, located in Tallahassee, Florida. From 1990 to 2000, Mr. Langston was affiliated with NAI TALCOR as an independent contractor. After attending Auburn University, Mr. Langston entered the management training program of First Florida Banks in Tampa. While assigned to the Marketing Department, Mr. Langston gained valuable first-hand real estate experience in locating bank branch locations around the state. In addition, he participated in strategic planning, new product development, and market analysis. From 1981 to 1984, Mr. Langston served as Marketing Director with the responsibility of business development for the Tallahassee office. In May 1989, he entered the commercial real estate business specializing in retail and office sales and leasing, and bank-owned real estate. Mr. Langston is a Certified Commercial Investment Member, a Florida licensed broker-salesman, and an Alabama licensed broker. He is also a member of the National Association of Realtors, the Florida Association of Realtors, and the Tallahassee Association of Realtors. He currently serves on the Board of Anna’s Foundation, Advisory Board of the Master of Real Estate Development Program at Auburn University and the Community Board of the Tallahassee Campus of the Florida State University, College of Medicine. 

 

Michael A. Micallef, Jr., age 73, was elected to Prime Meridian’s and the Bank’s Board in March 2019. From then until his retirement on February 29, 2020, he served as the Bank’s Senior Vice President and Market President for the Polk County market. Prior to joining the Bank, Mr. Micallef served as Regional President for Sunshine Bank from 2015 to 2017. From its founding in 2006 until its sale to Sunshine Bancorp, Inc. in 2015, Mr. Micallef served as Director, Chief Executive Officer and President of Community Southern Holdings, Inc. and Community Southern Bank, in Lakeland, Florida. Mr. Micallef has over thirty years of experience as a Chief Executive Officer of financial institutions, including serving as President of Marco Community Bancorp, Inc. and Chief Executive Officer and President of Marco Community Bank in Marco Island, Florida from 2003 to 2005; and Chief Executive Officer, President, and Vice Chairman of Sterling Bank, FSB, in Lantana, Florida from 1999 to 2003. Mr. Micallef received his Bachelor of Science degree from St. Peters University, New Jersey, his Master of Business Administration from Fordham University and a graduate banking degree from Brown University.

 

L. Collins Proctor, Sr., age 53, is a founding member of the Boards of the Bank and the Company. He is a co-founding partner of Facility Solutions Management (FSM) which optimizes facility performance and operating costs through its Engineering, Controls, and Energy Services divisions for corporate, government, medical, and education, clients throughout the United States.  In addition to managing firm level strategies, Mr. Proctor focuses primarily within FSM’s Energy Services division overseeing strategy, financing, quality control, and the development of FSM's "Huckleberry" energy and environmental management software platform. Mr. Proctor is also an investor/partner of Red Brick Partners, LLC, a real estate and private equity investment entity started in 2006. Prior to 2006, Mr. Proctor owned and managed a Florida real estate acquisition and construction advisory firm, an affiliate of a national firm with which he was associated for ten years. Mr. Proctor received his Bachelor of Arts from Vanderbilt University and his Master of Business Administration from Emory University, between which times he served five years with NationsBank (now Bank of America) in its leveraged leasing division managing over $3.5 billion in equipment financing for large corporate clients.

 

Garrison A. Rolle, M.D., age 61, is a founding member of the Boards of the Bank and Prime Meridian. He is an orthopedic surgeon who joined the Tallahassee Orthopedic Clinic in 1997. He served on AmSouth Bank’s Advisory Board of Directors in Tallahassee, Florida and was formerly a director of Regions Bank in Tallahassee, Florida. Dr. Rolle played football for the University of Florida while pursuing his Bachelor of Science degree. He received his medical degree from the University of Florida, College of Medicine. 

 

Steven D. Smith, age 70, is a founding member of the Boards of the Bank and Prime Meridian. He is an owner and operator of a number of Krispy Kreme Doughnut franchises throughout the Florida Panhandle, including Tallahassee, Florida. Mr. Smith currently serves as Chairman of the Board for Pursuit Channel, an outdoor network delivered to approximately thirty-eight million U.S. households. He also serves as a member of the Florida Highway Patrol Advisory Council. Mr. Smith is the owner of a number of other local businesses and is a 1974 graduate of Livingston University in Livingston, Alabama.

 

Richard A. Weidner, age 78, is a founding member and Chairman of the Boards of the Bank and Prime Meridian. On December 31, 2020, Mr. Weidner retired from an eighteen-year career with the accounting firm of Carr, Riggs & Ingram, LLC. He is a certified public accountant with an inactive license and former partner and Partner Oversight Director of Carr, Riggs & Ingram, LLC. In 2002 this firm acquired Williams, Cox, Weidner & Cox, P.A., Tallahassee, Florida, which Mr. Weidner helped establish in 1972. From approximately 1998 to 2001, Mr. Weidner served as an Advisory Board member for SunTrust Bank. Mr. Weidner is a past member of the Tallahassee Community College Foundation Board. He is a Past Treasurer of the Tallahassee Chamber of Commerce, Past President of the Tallahassee YMCA, and Past Treasurer of the Maclay School Board of Directors. He has also served on the Leon County Library Advisory Board and was a United Way Campaign Captain.

 

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Audit Committee Matters

 

The Board of Directors of the Company has a standing Audit Committee, which has been established in accordance with Section 3(a) (58) (A) of the Exchange Act and which operates under a formal written charter adopted by the Board of Directors.  The members of that committee are Kenneth H. Compton, William D. Crona (Chairman), Steven L. Evans, Robert H. Kirby, Steven D. Smith, and Richard A. Weidner, each of whom is considered independent under Nasdaq listing standards.  The Board of Directors has determined that Mr. Crona is an audit committee financial expert, based on his experience as a Certified Public Accountant, as described above.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

The Company is not subject to the beneficial ownership reporting requirements of Section 16 (a).

 

Code of Ethics

 

The Company adopted a written Code of Ethics designed to promote ethical conduct by all of the Company’s directors, officer, and employees based upon the standards set forth under Item 406 of Regulation S-K of the Exchange Act.  The Code of Ethics applies to all Company employees, including our Principal Executive Officer, Principal Financial Officer, and Controller. A copy of the Company’s Code of Ethics is incorporated by reference as exhibit to this Form 10-K, and is available on our website at www.primemeridianbank.com or free of charge from the Company by writing to our Corporate Secretary at Prime Meridian Holding Company, 1471 Timberlane Road, Tallahassee, Florida 32312 or by calling [phone].

 

Nomination Procedures

 

In 2022, there were no material changes to the procedures by which shareholders may recommend nominees to the Company’s Board of Directors.

 

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Item 11.             Executive Compensation

 

General

 

The objective of the Company’s compensation program is to offer a compensation package that will attract, motivate, reward, and retain high-performing and dedicated employees. We seek to provide financial security for employees and reward performance, longevity, professional growth, initiative, and increased responsibility. 

 

At December 31, 2022, the members of the Compensation Committee were Kenneth H. Compton (Chairman); Steven L. Evans; Kathleen C. Jones; Robert H. Kirby; Steven D. Smith and Richard A. Weidner. The opinion of the Board of Directors is that in 2022 each member of the Compensation Committee was independent under Nasdaq listing standards, except for Director Jones, who received consulting fees in 2020, 2021, and 2022, was previously employed by the Company, and whose spouse is employed by the agency which sells insurance to the Company and the Bank.

 

The cash compensation of Sammie D. Dixon, Jr., the Vice Chairman, Chief Executive Officer and President (“Vice Chair/CEO/President”) of Prime Meridian and the Bank is paid pursuant to a Master Service Agreement, currently with 30% attributable to Prime Meridian and 70% attributable to the Bank. The cash compensation of Clint F. Weber, the Chief Financial Officer and Executive Vice President (“CFO/EVP”) of Prime Meridian and the Bank is also paid pursuant to the Master Service Agreement, currently with 25% attributable to Prime Meridian and 75% attributable to the Bank.

 

Prime Meridian’s Compensation Committee, working in consultation with the Vice Chair/CEO/President, reviews different compensation alternatives to attract and retain qualified management, to meet short-term financial goals, and to enhance long-term shareholder value. The objective is to pay each executive officer the approximate base salary that would be paid on the open market for a similarly qualified officer of that position at a similarly situated financial institution with operations in markets similar to ours.

 

The Compensation Committee determines the level of base salary and any incentive bonus for the Chief Executive Officer based upon competitive norms, derived from surveys published by independent banking institutes and private companies specializing in the analysis of financial institutions. Such surveys provide information regarding compensation of financial institution officers and employees based on the size and geographic location of the financial institution and serve as a benchmark for determining executive salaries.

 

In 2022 the Compensation Committee established a performance matrix based on a budgeted increase in net income and total asset growth. To receive incentive compensation under this program, the Company must have at least met or exceeded the performance objectives.

 

In connection with the incentive plan for Vice Chair/CEO/President Dixon, the Company did not meet its asset growth goal in 2022. However, the Company’s net income exceeded the highest level noted in the performance matrix by more than 9% and net loans grew 20.1% in 2022.  Given this level of profitability and loan growth, the Compensation Committee approved a discretionary cash bonus of $150,000 and a grant of 3,834 restricted shares under the 2015 Stock Incentive Compensation Plan, valued at $26.08 per share, the fair market value as of the date of the grant.

 

Effective January 1, 2022, the Bank adopted the same performance matrix based on budgeted net income and total asset growth for all Executive Vice Presidents.  To receive any incentive compensation under this program, the Company must have met or exceeded the performance objectives. In connection with the Incentive Plan for Executive Vice Presidents, the Company did not meet its asset growth in 2022. However, the Company’s net income growth exceeded the highest level noted on the performance matrix by over 9% and net loans grew 20.1% in 2022.  Given this level of profitability and loan growth, CEO Dixon used the same qualitative and quantitative factors used to determine his bonus in determining discretionary cash bonuses for Senior Lender/EVP Jensen and CBO/EVP Phelps of $68,091 and $60,420, respectively, and for the other executive officers. These amounts will be presented to the Compensation Committee and Board of Directors for review.

 

Compensation Committee Interlocks

 

There are no Compensation Committee interlocks between the Company and any other entities associated with our executive officers and directors who serve as an executive officer or director of such other entities.

 

Summary Compensation Table 

 

The following table provides information regarding the compensation earned by the Company’s named executive officers for our fiscal years ended December 31, 2022, 2021, and 2020.

 

																Non-Equity
												Stock				Incentive Plan				All Other
Name and Principal Position		Year		Salary (2)				Bonus				Awards (3)				Compensation				Compensation (4)				Total
Sammie D. Dixon, Jr.		2022		$	388,962			$	150,000			$	99,991			$	-			$	109,985			$	748,938
Vice Chairman, President and CEO		2021			360,150				-				220,422				85,536				105,865				771,973
		2020			343,000				-				73,621				53,594				102,271				572,486
Chris L. Jensen, Jr.		2022			226,969				68,091				-				-				107,945				403,005
EVP and Bank Senior Lender		2021			210,156				54,531				-				-				103,348				368,035
		2020			200,149				44,715				-				-				98,525				343,389
Kyle D. Phelps (1)		2022			201,400				60,420				63,688				-				8,216				333,724
EVP and Chief Banking Officer		2021			68,448				56,190				-				-				3,000				127,638

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⁽¹⁾ Kyle D. Phelps became EVP and Chief Banking Officer in August, 2021.

⁽²⁾ Includes salary deferred at the election of the executive under the Bank's 401 (k) retirement plan.

⁽³⁾ Mr. Dixon's stock award in 2022 was part of his discretionary bonus

⁽⁴⁾  The figures in the “all other compensation” column is the sum of matching contributions under the Bank’s 401(k) plan for Mr. Dixon and Mr. Jensen, the Bank’s contributions for Mr. Dixon and Mr. Jensen under Defined Contribution Agreements, the imputed monetary value of split dollar life insurance benefits, and vehicle-related expenses. For 2022, 2021 and 2020, the Bank made contributions to the Bank’s 401(k) Plan of $12,200, $11,600 and $11,400, respectively, for Mr. Dixon, and contributions of $11,771, $10,648, and $9,179, respectively, for Mr. Jensen. For 2022, 2021, and 2020, the Bank made contributions to the Defined Contribution Agreements of $87,570, $84,202, and 80,963, respectively, for Mr. Dixon, and contributions of $86,455, $83,130 and $79,933, respectively, for Mr. Jensen. For 2022, 2021, and 2020, the imputed value of split dollar life insurance benefits for income tax purposes was $2,216, $2,063, and $1,908, respectively, for Mr. Dixon, $1,719, $1,570, and $1,413, respectively for Mr. Jensen, and $216, respectively, for Mr. Phelps. Car-allowance expenses in 2022, 2021, and 2020 were $8,000, respectively, for Mr. Dixon, $8,000, respectively, for Mr. Jensen and $8,000, respectively, for Mr. Phelps in 2022 and $3,000 for Mr. Phelps in 2021.

 

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Employment Agreements

 

PMHG and Bank Vice Chairman, Chief Executive Officer and President Sammie D. Dixon, Jr.

 

In 2022, the Company has entered into a Second Amended and Restated Employment Agreement with Mr. Dixon. His agreement amends and restates in its entirety his Amended and Restated Employment Agreement, dated July 19, 2018.

 

Pursuant to the agreement, Mr. Dixon is retained as Chief Executive Officer and President of PMHG and the Bank for a period of three years, subject to an automatic extension for an additional year on each anniversary of the original expiration date of the agreement. In addition, the term of the agreement will be extended for an additional three years upon a Change in Control of the Company (as defined in the agreement). Following an extension of the term of the agreement incident to a Change in Control of the Company, the term of the agreement will be automatically extended for an additional year on each anniversary of the date of the Change in Control. Notwithstanding the foregoing, either the Company or Mr. Dixon may cause the term of the agreement to cease at the end of the then current term by giving the other written notice of not less than 60 days prior to the expiration of the then current term of the agreement. Termination of Mr. Dixon’s employment for any reason shall constitute his resignation of his positions on the Boards of Directors of PMHG, the Bank, and either of their subsidiaries.

 

The agreement provides for Mr. Dixon to receive a base salary and automobile allowance, to be eligible to receive an annual cash bonus of not less than 25% of his base salary, the amount of which shall be based the achievement of goals set by PMHG’s Compensation Committee and approved by its Board, and to participate in the Company’s benefit plans. Mr. Dixon is also eligible to receive an annual equity incentive award of at least 25% of his base salary. The form of the equity award will be at the discretion of PMHG. The Bank will also establish a nonqualified account balance deferred compensation plan for the benefit of Mr. Dixon and purchase bank owned life insurance for the benefit of Mr. Dixon’s designated beneficiaries.

 

If his employment is terminated because of death, Mr. Dixon’s estate is entitled to receive accrued and earned payments or benefits due and a prorated portion of the bonus he received in his final year of employment. If Mr. Dixon’s employment is terminated because of disability, then he is entitled to receive accrued and earned payments or benefits due and health and other insurance benefits for a period of twelve months following the date of termination.

 

If employment is terminated by the Company for reasons other than Cause (as defined in the agreement) or disability, or if Mr. Dixon terminates the agreement for Good Reason (as defined in the agreement), Mr. Dixon is entitled to receive his base salary through the date of termination, a prorated portion of the bonus he received in his final year of employment, 18 months of health, disability, and life insurance premiums, all other accrued and earned payments or benefits due, and a cash payment equal to two times his base salary plus the average of his annual bonuses over the three calendar years preceding the year of termination.

 

However, if such a termination occurs during the period beginning three months prior to and ending 18 months after a Change in Control, such payment shall equal 2.99 times the sum of Mr. Dixon’s then current base salary and the average bonus earned by Mr. Dixon during each of the three calendar years preceding the date of termination. In addition, the Company will provide 36 months of health insurance coverage and 18 months of life and disability coverage. If Mr. Dixon’s employment is terminated due to his death or disability, his estate or Mr. Dixon will be entitled to any accrued salary and a prorated portion of his last bonus. In the event of his disability, the Company will also continue to pay the insurance premiums and coverages described above.

 

The agreement includes confidentiality provisions to protect the Company’s proprietary and confidential information. The agreement also prohibits Mr. Dixon from competing with the Company during the term of the agreement and during the two-year period following termination by the Company for reasons other than Cause or disability, or termination by Mr. Dixon for Good Reason. During such period, Mr. Dixon will be prohibited from engaging in the business of banking in Gadsden, Jefferson, Leon, and Wakulla Counties, Florida and anywhere within 20 miles of a Bank branch office that is operational on the date of termination of the agreement. The agreement also restricts Mr. Dixon from soliciting certain existing and prospective customers of the Bank for a period of two years following termination of employment. In addition, during the two-year period following termination of employment, the agreement restricts Mr. Dixon from inducing any Bank employee to terminate his or her employment with the Bank or to accept employment with any other employer. The foregoing non-competition, non-solicitation, and non-recruitment provisions do not apply if Mr. Dixon’s employment is terminated because of the expiration of the agreement or the nonrenewal of the term of the agreement.

 

Mr. Dixon’s agreement also contains a non-disparagement clause and an obligation of the Company to pay Mr. Dixon’s legal fees in the event he takes action to enforce his agreement.

 

Bank Executive Vice President and Senior Lender Chris L. Jensen, Jr.

 

The Company has entered into an Amended and Restated Employment Agreement with Mr. Jensen. His agreement amends and restates in its entirety his Employment Agreement, dated November 19, 2018.

 

Mr. Jensen’s agreement is identical in all material respects to Mr. Dixon’s agreement, except that: (i) it does not provide for a discretionary equity bonus or a minimum cash bonus target, rather any annual bonus is based upon the achievement of performance goals established from year to year by the Company’s Chief Executive Officer and President; (ii) the payment due in connection with a termination other than for Cause or without Good Reason will be equal to his current salary plus a prorated portion of his average cash bonus for the previous three years; (iii) the payment due in connection with a termination related to a Change in Control will equal two times his base salary plus his average bonus for the last three years; (iv) the Company is obligated to pay for 12 months of health, disability, and life insurance following a termination without Cause or for Good Reason; (v) the Company is obligated to pay health insurance premiums for 24 months and disability and life insurance premiums for 12 months following a termination related to a Change in Control; and (vi) his non-competition and non-solicitation periods are one year following termination.

 

Bank Executive Vice President and Chief Banking Officer Kyle D. Phelps

 

The Company entered into an Employment Agreement with Mr. Phelps. In connection with this, PMHG intends to grant to Mr. Phelps 5,750 shares of restricted stock. This grant will be divided into three installments. The first was for 2,417 shares and was made on August 23, 2022. The second will be for 1,667 shares and will be made on August 23, 2023. The final installment will be for 1,666 shares and will be made on August 23, 2024. Each such grant will be subject to a three-year vesting schedule.

 

Mr. Phelps’ agreement is identical in all material respects to Mr. Dixon’s agreement, except that: (i) it does not provide for a discretionary equity bonus or a minimum cash bonus target, rather any annual bonus is based upon the achievement of performance goals established from year to year by the Company’s Chief Executive Officer and President; (ii) the payment due in connection with a termination other than for Cause or without Good Reason will be equal to his current salary plus a prorated portion of his average cash bonus for the previous three years; (iii) the payment due in connection with a termination related to a Change in Control will equal two times his base salary plus his average bonus for the last three years; (iv) the Company is obligated to pay for 12 months of health, disability, and life insurance following a termination without Cause or for Good Reason; (v) the Company is obligated to pay health insurance premiums for 24 months and disability and life insurance premiums for 12 months following a termination related to a Change in Control; and (vi) his non-competition and non-solicitation periods are one year following termination.

 

 

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Defined Contribution Agreements

 

The Company and the Bank entered into Defined Contribution Agreements with Vice Chair/CEO/President Dixon, Senior Lender/EVP Jensen, and CBO/EVP Phelps.

 

Under Mr. Dixon’s agreement the Bank will, at the discretion of the Board of Directors of the Company, credit annually to a defined contribution plan an amount then determined to be sufficient to result in an account balance at the date Mr. Dixon would attain age 65 which would be sufficient to pay to Mr. Dixon at least $150,000 of annual retirement benefits for fifteen (15) years after his qualifying retirement. Payments under the plan shall commence upon the later of (i) Mr. Dixon attaining age 65 and (ii) the date that Mr. Dixon is no longer providing services to the Bank as an employee. All of Mr. Dixon’s rights under the plan shall be subject to all other terms and conditions of that plan. If prior to Mr. Dixon reaching the age of 65: (i) the Company discharges Mr. Dixon for reasons other than cause; (ii) Mr. Dixon becomes permanently disabled; (iii) Mr. Dixon dies; or (iv) on or within 12 months following a Change in Control (as defined in the agreement) Mr. Dixon resigns, the Company shall pay to Mr. Dixon the balance of the plan. Mr. Dixon will forfeit his interest in the plan if he is terminated for cause or if grounds exist for his termination for Cause

 

The terms of the Defined Contribution Agreement applicable to Mr. Jensen are identical to the terms of the plan for Mr. Dixon, except that the Bank will, at the discretion of the Board of Directors of the Company, credit annually an amount then determined to be sufficient to result in an account balance at the date Mr. Jensen would attain age 67 which would be sufficient to pay to Mr. Jensen at least $50,000 of annual retirement benefits for ten (10) years after his qualifying retirement.

 

The terms of the Defined Contribution Agreement applicable to Mr. Phelps are identical to the terms of Mr. Jensen, except the Bank will, at the discretion of the Board of Directors of the Company, credit annually an amount then determined to be sufficient to result in an account balance at the date Mr. Phelps would attain age 65 which would be sufficient to pay Mr. Phelps at least $50,000 of annual retirement benefits for ten (10) years after his qualifying retirement.

 

Split Dollar Life Insurance Agreements
 

If Vice Chair/CEO/President Sammie D. Dixon, Jr., Senior Lender/EVP Chris L. Jensen, Jr. and CBO/EVP Kyle D. Phelps die in active service to the Bank, their respective beneficiaries will receive a split dollar life insurance death benefit in a fixed amount. As informal financing for the Defined Contribution Agreements payment obligations arising out of an executive’s death before retirement, the Bank purchased life insurance policies on certain officers’ lives, including Mr. Dixon, Mr. Jensen and Mr. Phelps. The life insurance policies are owned by the Bank, but the Bank entered into split dollar life insurance agreements allowing the executives to designate the executive’s beneficiary of a portion of the policy death benefits. The Bank will receive the remainder of the death benefits. Although the Bank expects the split dollar life insurance policy benefits to finance the expense for the payment obligations under the Defined Contribution Agreements of Mr. Dixon and Mr. Jensen, the executives’ contractual entitlements under the Defined Contribution Agreements are not funded and remain contractual liabilities of the Bank.

 

Pursuant to the split dollar life insurance agreements, in the event of an executive’s death during the term of the executive’s agreement, the executive’s designated beneficiaries will be entitled to receive life insurance death benefit proceeds in an amount equal to $1.734 million for Mr. Dixon, $421,767 for Mr. Jensen, and $421,767 for Mr. Phelps. The foregoing right to receive death benefits under the split dollar life insurance agreements will be extinguished in the event that one of the following events occurs prior to the executive’s death: the total cessation of the business of the Bank; the bankruptcy, receivership or dissolution of the Bank; the termination of the executive’s employment; the Bank or the executive gives written notice to the other party that the split dollar life insurance agreement is terminated; or the life insurance policy underlying the split dollar life insurance agreement is surrendered by the Bank, lapses, or otherwise is terminated by the Bank. If any of the foregoing events occurs, the executive’s beneficiaries will not be entitled to any benefits under the split dollar life insurance agreement.

 

Outstanding Equity Awards

 

In 2015, the Board of Directors adopted the Prime Meridian Holding Company 2015 Stock Incentive Compensation Plan (“2015 Plan”), which was then approved by the shareholders at the Annual Meeting of Shareholders. 

 

Pursuant to the 2015 Plan, selected employees and/or directors of the Company and the Bank are eligible to receive awards of various forms of equity-based incentive compensation, including incentive and non-qualified stock options stock appreciation rights, restricted stock awards, performance units, and phantom stock, as well as awards consisting of combinations of such incentives.

 

During the first quarter of 2023, the Company issued 3,834 shares of restricted stock to its Vice Chair/CEO/President as part of his bonus compensation for 2022. These shares vest over three years beginning on February 1, 2024. During the third quarter of 2022, the Company issued 2,417 shares of restricted stock to its EVP/CBO pursuant to his employment agreement. These shares vest over three years beginning on August 23, 2023.

 

 

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The 2015 Plan is administered by the Company’s Compensation Committee, which has the authority to: (i) interpret the Plan, to establish rules as deemed necessary for the implementation or maintenance of the Plan; (ii) determine grants for eligible participants under the Plan; (iii) make all other decisions or determinations required or considered appropriate for the operation of the Plan and the distribution of benefits under the Plan; and (iv) to retain professional assistance in the evaluation of director and senior executive officer compensation. Our Board of Directors has reserved to itself the right to amend or terminate the Plan. However, no amendment may be implemented without approval of the shareholders to the extent such approval is required under applicable law. Furthermore, in no case can options be re-priced either by cancellation and re-grant or by lowering the exercise price of a previously granted award.

 

The Company has limited the aggregate number of shares of common stock to be awarded under the 2015 Plan to 500,000 shares, but in no instance more than 15% of the issued and outstanding shares of the Company’s common stock. However, the maximum number of shares available under the 2015 Plan is subject to appropriate adjustment in the case of any stock dividends, stock splits, recapitalizations, reorganizations, mergers, consolidations, exchanges, or other changes in capitalization affecting the common stock. As of December 31, 2022, there were 251,367 outstanding stock options under the 2015 Plan.

 

The following table provides information regarding stock options and unvested restricted stock held by each of our named executive officers as of December 31, 2022. The stock options shown in the table were granted under the 2015 Plan and have a per share exercise price equal to or greater than the fair market value of our common stock on the grant date.

 

Option Awards																				Stock Awards
				# of Securities				# of Securities												# of
				Underlying				Underlying												Shares of				Market Value of
				Unexercised				Unexercised				Option				Option				Stock that				Shares of Stock
Name and		Date of		Option (#)				Option (#)				Exercise				Expiration				have not				that have not
Principal Position		Grant		Exercisable				Unexercisable				Price				Date				Vested				Vested
Sammie D. Dixon, Jr.
Vice Chairman, President and CEO		2/1/2022			-				-				-			-					7,786			$	220,422
		1/21/2021			-				-				-				-				2,721				49,087
		1/16/2020			-				-				-				-				1,278				26,071
		4/1/2018			20,000				5,000			$	20.09			4/1/2028					-				-
		2/28/2018			15,667				-				17.21			2/28/2023					-				-
Chris L. Jensen
EVP and Bank Senior Lender		4/1/2018			8,200				2,050				20.09			4/1/2028					-				-
Kyle D Phelps
EVP and CBO		8/23/2022			-				-				-								2,417				63,688
		12/1/2021			2,000				8,000				28.40			12/1/2031					-				-

 

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Director Compensation

 

From January 1, 2022 to July 31, 2022, the Bank paid its directors $1,100 per Board meeting attended, $350 per Board committee meeting attended, and $450 to chair a Board committee meeting, all of which may be paid in cash or shares of the Company’s common stock, as described below. Effective August 1, 2022, the directors' compensation fees were revised and the Bank began to pay its directors $1,700 per board meeting attended and $350 per board committee meeting attending, including committee chairs. In addition, the Chairman of the Board was paid a $9,278 annual retainer, the Compensation chair was paid $3,333, the Audit Chair was paid $2,708, and the ALCO and IT committee chairs were paid $1,041 each in 2022. Additionally, Mrs. Jones was paid a $75,000 consultant fee and Mr. Guemple was paid a $27,500 consultant fee in 2022 for their roles as Senior Advisors.  Excluding compensation to Mr. Dixon and Mr. Jensen, the Bank paid a total of $383,710 in fees paid in cash and shares of stock to its directors in 2022.   

 

In 2012, The Company’s Board of Directors and shareholders adopted the Directors’ Compensation Plan (the “Directors’ Plan”). Pursuant to the Directors’ Plan, each director is permitted to elect to receive his or her board committee fees in either 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 Compensation Committee and approved by the Board. The stock to be awarded pursuant to the Directors’ Plan will be valued at the closing price of a share of common stock as traded on any national market or exchange, or a price set by the Compensation Committee and approved by the Board, acting in good faith, but in no case less than fair market value. In 2022, the Board used the greater of quarter-end book value or quarter-end volume weighted-average market price to determine what the fair market value of the Company’s common stock was for purposes of the Directors’ Plan. The maximum number of remaining shares to be issued pursuant to the Directors’ Plan is limited to 36,362 shares, which is approximately 1.1% of the total shares outstanding as of the Record Date. In 2022, our directors received 5,002 shares of common stock, in lieu of cash, under the Directors’ Plan.

 

The following table sets forth the cash compensation or stock compensation paid, earned, or awarded during 2022 to each of our directors other than executive officers Mr. Dixon and Mr. Jensen whose compensation is described in the “Summary Compensation Table” on page 76.

 

		Total Fees Awarded in Stock								Total Fees Earned				Retainer				Total Value of
Director		Cash Value				# of Shares				and Paid in Cash				Fees (3)				Compensation
Kenneth H. Compton		$	20,240				767			$	-			$	3,333			$	23,573
William D. Crona			-				-				20,850				2,708				23,558
Steven L. Evans			-				-				25,600				-				25,600
R. Randy Guemple (1)			-				-				52,450				-				52,450
Kathleen C. Jones(2)			-				-				94,650				-				94,650
Robert H. Kirby			21,230				804				-				-				21,230
Frank L. Langston			22,385				850				-				-				22,385
Michael A. Micallef, Jr.			22,770				865				-				-				22,770
L. Collins Proctor, Sr.			-				-				22,750				1,042				23,792
Garrison A. Rolle, M.D.			17,380				659				-				-				17,380
Steven D. Smith			27,830				1,057				-				1,042				28,872
Richard A. Weidner			-				-				27,450				-				27,450
Total		$	131,835				5,002			$	243,750			$	8,125			$	383,710

 

(1)  For providing consulting services to the Bank, R. Randy Guemple was paid a $27,500 consulting fee in addition to fees for service on the Boards of Directors and their committees. 

(2)  For providing consulting services to the Bank, Kathleen C. Jones was paid a $75,000 consulting fee in addition to fees for service on the Boards of Directors and their committees.

(3)  Effective August 1, 2022, prorated retainers were paid to the Chairman of the Board and Committee chairs. 

 

Director Indemnification 

 

The Company has entered into indemnification agreements with members of the Company’s Board of Directors. The indemnification agreements allow directors to select the most favorable indemnification rights provided under (1) the Company’s Articles of Incorporation or Bylaws in effect on the date of the indemnification agreement or on the date expenses are incurred, (2) state law in effect on the date of the indemnification agreement or on the date expenses are incurred, (3) any liability insurance policy in effect when a claim is made against the director or on the date expenses are incurred, and (4) any other indemnification arrangement otherwise available. The agreements cover all fees, expenses, judgments, fines, penalties, and settlement amounts paid in any matter relating to the director’s role as a director, officer, employee, or agent of the Company, or when serving as the Company’s representative with respect to another entity. Each indemnification agreement provides for the prompt advancement of all expenses incurred in connection with any proceeding subject to the director’s obligation to repay those advances if it is determined later that the director is not entitled to indemnification.

 

Executive Officer Indemnification

 

The Company has entered into indemnification agreements with the Bank's Executive Officers. The indemnification agreements allow the executive officers to select the most favorable indemnification rights provided under (1) the Company's Articles of Incorporation or Bylaws in effect on the date of the indemnification agreement or on the date expenses are incurred, (2) state law in effect on the date of the indemnification agreement or on the date the expenses incurred, (3) any liability insurance policy in effect when a claim is made against the Executive Officer or on the date the expenses are incurred, and (4) any other indemnification arrangement otherwise available. The agreements cover all fee, expenses, judgements, fines, penalties, and settlement amounts paid in any matter relating to executive officer's the role as an executive officer, employee, or agent of the Company, or when serving as the Company's representative with respect to another entity. Each indemnification agreement provides for the prompt advancement of all expenses incurred in connection with any proceeding subject to the executive officer's obligation to repay those advances if it is determined later that the executive officer is not entitled to indemnification.

 

 

 

 

 

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Principal Shareholders

 

As of February 28, 2023 the Company is aware of one shareholder who own 5% of more of the outstanding shares of Company common stock: The Banc Funds Co LLC owns 241,776 shares, or 7.6%, of the outstanding shares, and is located at 20 North Wacker Drive, Suite 3300, Chicago, IL 60606.

We are not aware of any arrangements or any pledge of securities of the Company through which a change in control of the Company may result at some subsequent date. The following table sets forth the number of shares and percentages of common stock that the directors and executive officers of the Company beneficially owned as of February 28, 2023.    

 

 

		Number of				Right to				Beneficial
Name		Shares(1)				Acquire(2)				Ownership(3)
Kenneth H. Compton			8,871				6,000				0.47	%
William D. Crona			50,719				10,000				1.90
Sammie D. Dixon, Jr.(4)			158,301				25,000				5.71
Steven L. Evans			29,759				10,000				1.24
R. Randy Guemple			34,030				10,000				1.38
Chris L. Jensen, Sr.			53,583				10,250				2.00
Kathleen C. Jones			18,450				10,000				0.89
Robert H. Kirby(5)			80,681				10,000				2.84
Frank L. Langston			34,993				10,000				1.41
Michael A. Micallef, Jr.			6,334				6,000				0.39
Kyle D. Phelps(6)			6,517				2,000				0.27
L. Collins Proctor, Sr.(7)(8)			21,800				13,000				1.09
Garrison A. Rolle, M.D.			35,058				10,000				1.41
Steven D. Smith(9)			70,705				10,000				2.53
Susan Payne Turner(10)			8,230				8,000				0.51
Monté L. Ward			4,530				8,000				0.39
Clint F. Weber			6,372				8,000				0.45
Richard A. Weidner			109,240				2,000				3.49
			738,173				168,250				27.03	%
(1) Includes shares for which the named person:
-has sole voting and investment power
-has voting and investment power with a spouse;
-holds in an IRA or other retirement plan program, unless otherwise indicated in these footnotes
(2) Includes shares covered by stock options that are exercisable within sixty (60) days of the Record Date.
(3) Based on 3,185,765 shares issued and outstanding plus the listed individual exercising his or her stock options.
(4) Mr. Dixon's shares include 10,386 shares of restricted stock.
(5) Mr. Kirby's shares include 2,500 shares owned by Mr. Kirby's spouse and as custodian of UGTMA/FL accounts.
(6) Mr. Phelp's shares include 2,417 shares of restricted stock.
(7) Mr. Proctor's shares include 9,200 shares beneficially owned with Mr. Proctor's spouse through her 401-K and IRA and as custodian of UGTMA/FL accounts.
(8) Mr. Proctor's right to acquire includes options to acquire 3,000 shares of Company stock owned by Mr. Proctor's spouse.
(9) Mr. Smith's shares include 24,000 shares beneficially owned by his spouse.
(10) Mrs. Turner's shares include 350 shares beneficially owned by Mrs. Turner as custodian of UGTMA/FL account.

 

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Equity Compensation Plan Information 

 

The following table sets forth information relating to PMHG’s equity compensation plans as of December 31, 2022.

 

 

 

Number of Securities to

Number of Securities

be issued upon exercise

Weighted-Average

Remaining Available for

of outstanding Options,

Exercise Price of Options,

Issuance under Equity

Plan Category

Warrants and Rights

Warrants and Rights

Compensation Plans

Equity Compensation Plans Approved by Security Holders

Amended and Restated Directors' Compensation Plan(1)

-

N/A

36,362

Amended and Restated 2015 Stock Incentive Compensation Plan

251,367

$

20.46

181,198

Total

251,367

-

217,560

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(1)

In 2022, pursuant to the Directors’ Plan, the Company issued 5,002 shares of its common stock to members of the Board of Directors. The shares issued pursuant to the Directors’ Plan were previously authorized but unissued shares of the common stock of the Company and the per share price at which they were awarded was based upon the greater of the book value or the weighted-average market price as of the quarter-end preceding the date of grant and was not based upon a previously set exercise price.

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Certain Relationships and Related Transactions

 

Both the Company and the Bank encourage its directors, executive officers, and their immediate family members to establish client relationships with the Bank. Loans made to directors, executive officers, and their immediate families, as well as, any principal shareholders, require approval of a majority of the disinterested directors approving the loan. All transactions between the Company or the Bank and their directors, executive officers, the immediate family members of directors and executive officers, employees, and any principal shareholders, were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with nonaffiliated persons. In these transactions, management’s opinion did not involve above average risk of collectability or present any other unfavorable features.

 

At December 31, 2022 and 2021, loans to directors, executive officers, and their immediate family members and affiliates represented $7.2 million and $8.5 million, respectively, or approximately 1.2% and 1.7%, respectively, of the Bank’s total loan portfolio (excluding loans held for sale). All of these loans are current and performing according to their terms.

 

During 2022, the Company purchased various insurance policies through Earl Bacon Agency, Inc. that employs the spouse of director Kathleen C. Jones. The premiums paid totaled $1.45 million in 2022 and $1.34 million in 2021 and included health insurance premiums for employees. Mr. Jones’ interest in such premiums was $6,157 in 2022 and $5,734 in 2021.

 

Director Independence

 

The opinion of the Board of Directors is that in 2021, each nonemployee member of the Board of Directors was an “independent director” using the standards set forth under Section 5600 of the Nasdaq Stock Market Rules, except for: (i) Director Guemple, who received consulting fees in 2020, 2021 and 2022 and was employed by the Company in 2019 and 2018; Director Micallef, who was employed by the Bank until February 29, 2020; and (iii) Director Jones, who received consulting fees in 2020, 2021, and 2022, was previously employed by the Company, and whose spouse is employed by the agency which sells insurance to the Company and the Bank. Pursuant to the same rules, the directors who served as employees during 2022, Mr. Dixon and Mr. Jensen were not “independent directors” during the time of their respective employment.

 

 

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Item 14.          Principal Accounting Fees and Services

 

During 2022 and 2021, the Company expensed the following fees for professional services to Hacker, Johnson & Smith, PA:

 

 

		2022				2021
Audit fees(1)		$	53,000			$	52,500
Tax fees(2)			11,000				9,500
All other fees(3)			39,000				36,000
		$	103,000			$	98,000

 

¹ Expenses exclusively for professional services rendered for the audit of the Company's annual consolidated financial statements, including out-of-pocket expenses.

² Expenses exclusively for professional services rendered for preparation of state and federal tax returns and assistance with tax questions and research.

³ Expenses exclusively for professional services rendered in relation to the Company's filing of its Form 10-Qs and Form 10-K.

 

The above fees were approved in accordance with the Audit Committee's policy. The de minimus exception (as defined in Rule 202 of the Sarbanes-Oxley Act) was not applied to any of the 2022 or 2021 total fees.

 

AUDIT COMMITTEE REPORT

 

The Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2022 with Company’s management and had a discussion with the Registered Public Accounting Firm of Hacker, Johnson & Smith PA, regarding communications required pursuant to applicable auditing standards. In addition, Hacker, Johnson & Smith PA has provided the Audit Committee with the letters required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee and concerning independence. The Audit Committee has also discussed with Hacker, Johnson & Smith PA, the independent auditor’s independence.

 

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 

AUDIT COMMITTEE
William D. Crona, Chair	Robert H. Kirby	Steven D. Smith
Kenneth H. Compton	Steve L. Evans	Richard A. Weidner

 

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PART IV

 

ITEM 15.          EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) 1 and 2 Financial Statements and Financial Statement Schedules

 

The following consolidated financial statements and financial statement schedules are included under a separate caption “Financial Statements and Supplementary Data” in Part II, Item 8 hereof and are incorporated herein by reference.

 

Consolidated Balance Sheets — December 31, 2022 and 2021

 

Consolidated Statements of Earnings — For the Years Ended December 31, 2022 and 2021

 

Consolidated Statements of Comprehensive (Loss) Income — For the Years Ended December 31, 2022 and 2021

 

Consolidated Statements of Stockholders’ Equity — For the Years Ended December 31, 2022 and 2021

 

Consolidated Statements of Cash Flows — For the Years Ended December 31, 2022 and 2021

 

Notes to Consolidated Financial Statements

 

Report of Independent Registered Public Accounting Firm

 

(a)	3 Exhibits Required by Item 601 of Regulation S-K

 

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, 2016		Exhibit 3.3 to Form 10-Q filed on August 11, 2017
3.4		Second Amendment to Bylaws dated January 17, 2019		Exhibit 3.4 to Form 8-K filed on January 18, 2019
3.5		Third Amendment to Bylaws dated February 18, 2021		Exhibit 3.5 to Form 8-K filed on February 18, 2021
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		Amended and Restated Directors’ Compensation Plan dated as of October 20, 2022 (“Directors’ Plan”)		Exhibit 10.3 to Form 8-K filed on October 20, 2022
10.5		Lease for Timberlane office		Exhibit 10.1 to Registration Statement on Form S-1 filed on October 18, 2013
10.6		Second 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 August 1, 2022		Exhibit 10.1 to Form 8-K filed on August 2, 2022
10.7		Amended and Restated 2015 Stock Incentive Compensation Plan dated as of October 20, 2022		Exhibit 10.1 to Form 8-K filed on October 20, 2022

 

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Exhibit Number		Description of Exhibit		Incorporated by Reference From or Filed Herewith
10.8		Amendment to Restricted Stock Awards for Sammie D. Dixon, dated as of October 20, 2022		Exhibit 10.2 to Form 8-K filed on October 20, 2022
10.9		Amended and Restated Employment Agreement by and between Prime Meridian Holding Company, Inc. and Prime Meridian Bank, and Chris L. Jensen, dated as of August 1, 2022		Exhibit 10.2 to Form 8-K filed on August 2, 2022
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
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 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 Office		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		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 F. Weber, dated as of July 14, 2021		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		Exhibit 10.18 to Form 10-Q filed on August 6, 2021
10.19		Amended Split Dollar Life Insurance Agreement between Prime Meridian Bank and Monte Ward dated as of July 1, 2021		Exhibit 10.19 to Form 10-Q filed on August 6, 2021
10.20		Amended Split Dollar Life Insurance Agreement between Prime Meridian Bank and Clint Weber dated as of July 1, 2021		Exhibit 10.20 to Form 10-Q filed on August 6, 2021
10.21		Split Dollar Life Insurance Agreement between Prime Meridian Bank and Sammie D. Dixon, Jr. dated as of January 1, 2019		Exhibit 10.21 to Form 10-Q filed on August 6, 2021
10.22		Split Dollar Life Insurance Agreement between Prime Meridian Bank and Chris L. Jensen, Jr. dated as of January 1, 2019		Exhibit 10.22 to Form 10-Q filed on August 6, 2021
10.23		Employment Agreement by and between Prime Meridian Holding Company, Inc., Prime Meridian Bank, and Kyle D. Phelps dated as of August 1, 2022		Exhibit 10.3 to Form 8-K filed on August 2, 2022
10.24		Employment Agreement by and between Prime Meridian Holding Company, Inc., Prime Meridian Bank, and Susan Payne Turner dated as of August 1, 2022		Exhibit 10.4 to Form 8-K filed on August 2, 2022
10.25		Employment Agreement by and between Prime Meridian Holding Company, Inc., Prime Meridian Bank, and Monte L. Ward dated as of August 1, 2022		Exhibit 10.5 to Form 8-K filed on August 2, 2022
10.26		Employment Agreement by and between Prime Meridian Holding Company, Inc., Prime Meridian Bank, and Clint F. Weber dated as of August 1, 2022		Exhibit 10.6 to Form 8-K filed on August 2, 2022

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Exhibit Number		Description of Exhibit		Incorporated by Reference From or Filed Herewith
10.27		Defined Contribution Agreement by and between Prime Meridian Bank and Kyle D. Phelps dated as of January 1, 2022		Filed herewith
10.28		Split Dollar Life Insurance Agreement by and between Prime Meridian Bank and Kyle D. Phelps dated as of January 1, 2022		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 by		Filed herewith
99.1		Charter of the Audit Committee		Exhibit 99.1 to Form 10-K filed on March 28, 2014
99.2		Charter of the 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 (embedded within the Inline XBRL and contained in Exhibit 101)		Filed herewith

 

Schedules and exhibits other than those listed are omitted for the reasons that they are not required, are not applicable or that equivalent information has been included in the consolidated financial statements, and notes thereto, or elsewhere within.

 

 

Item 16.          Form 10-K Summary

 

Not applicable

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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
Date: March 9, 2023				By:		/s/ Sammie D. Dixon, Jr.
						Sammie D. Dixon, Jr.
						Vice Chairman, Chief Executive Officer, President, and Principal Executive Officer
Date: March 9, 2023				By:		/s/ Clint F. Weber
						Clint F. Weber
						Chief Financial Officer, Executive Vice President, Principal Financial Officer and Principal Accounting Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name and Signature				Title		Date
/s/ Kenneth H. Compton						March 9, 2023
Kenneth H. Compton				Director
/s/ William D. Crona
William D. Crona				Director		March 9, 2023
/s/ Sammie D. Dixon, Jr.
Sammie D. Dixon, Jr.				Vice Chairman, CEO, President & Principal Executive Officer		March 9, 2023
/s/ Steven L. Evans
Steven L. Evans				Director		March 9, 2023
/s/ R. Randy Guemple
R. Randy Guemple				Director		March 9, 2023
/s/ Chris L. Jensen, Jr.
Chris L. Jensen, Jr.				Director		March 9, 2023
/s/ Kathleen C. Jones
Kathleen C. Jones				Director		March 9, 2023
/s/ Robert H. Kirby
Robert H. Kirby				Director		March 9, 2023
/s/ Frank L. Langston
Frank L. Langston				Director		March 9, 2023
/s/ Michael A. Micallef, Jr
Michael A. Micallef, Jr.				Director		March 9, 2023
/s/ L. Collins Proctor, Sr.
L. Collins Proctor				Director		March 9, 2023
/s/ Garrison A. Rolle
Garrison A. Rolle, M.D.				Director		March 9, 2023
/s/ Steven D. Smith
Steven D. Smith				Director		March 9, 2023
/s/ Richard A. Weidner
Richard A. Weidner				Chairman		March 9, 2023

 

 

 

 

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