8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 11, 2015

PRIME MERIDIAN HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Florida	333-191801	27-2980805
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

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

Registrant’s telephone number, including area code: (850) 907-2301

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 11, 2015, Prime Meridian Holding Company issued a press release and a letter to its shareholders announcing financial results for the quarter ended March 31, 2015. Copies of the press release and letter to shareholders are attached as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.

The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release dated May 11, 2015.
99.2	Letter to shareholders dated May 11, 2015

SIGNATURE

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

PRIME MERIDIAN HOLDING COMPANY
By:	/s/ Kathleen C. Jones
	Kathleen C. Jones
	Chief Financial Officer and Executive Vice President

Date: May 11, 2015

EX-99.1

Exhibit 99.1

PRIME MERIDIAN HOLDING COMPANY REPORTS

FIRST QUARTER RESULTS

TALLAHASSEE, FL., May 11, 2015 (GLOBE NEWSWIRE) – Prime Meridian Holding Company (the “Company”), the parent bank holding company for Prime Meridian Bank (the “Bank”), today announced financial results for the quarter ended March 31, 2015. The Company reported net earnings of $449,000, or $0.23 per basic and diluted share for the quarter ended March 31, 2015, compared to net earnings of $256,000, or $0.17 per basic and diluted share for the quarter ended March 31, 2014.

Highlights

• Net interest income grew 17.4%, or $299,000, to $2.0 million over the prior year first quarter due to higher average loan balances and careful interest expense management.

• Total assets of the Company were $220.5 million at March 31, 2015, with a net loan portfolio of $153.6 million.

• The Company’s net loan portfolio grew $1.8 million, or 1.2%, from December 31, 2014 and $28.5 million, or 22.7%, over the prior year first quarter.

• For the quarter ended March 31, 2015, the Return on Average Assets was 0.84%, the Return on Average Equity was 7.74%, and the net interest margin was 3.89%.

Market Conditions

“Home buying (and building) continue their upward trend,” said Prime Meridian Bank CEO and President, Sammie D. Dixon. “We saw opportunities early on to bring aboard some of the best mortgage loan originators. We did so and are very pleased with the results.”

Likewise the Bank continues to reinforce relationships with key players in the mortgage arena. “Fostering these relationships when the market was down has helped our growth today,” Dixon said.

“Prime Meridian Bank is not just talking about growth,” he added. “We are making growth happen.” Application for expansion into neighboring Wakulla County is pending regulatory approval.

According to Dixon, the Bank anticipates this move will yield significant deposit relationships as well as lending opportunities. The Bank has already added an experienced market president and assistant manager.

“We continue to position ourselves to take advantage of opportunities as they emerge,” Dixon said.

Net Interest Income

The Company reported net interest income of $2.0 million for the quarter ended March 31, 2015 compared to $1.7 million for the same period a year ago. The $299,000, or 17.4% increase, was driven by higher loan balances and modest gains in interest income from securities, partially offset by an $18,000 decrease in other interest income. A $4,000, or 2.3%, decrease in interest expense also contributed to the higher net interest income.

The Company reported total net loans of $153.6 million at March 31, 2015 compared to $151.9 million at December 31, 2014 and $125.2 million at March 31, 2014. Despite a continued low rate environment, the higher average loan balances in the first quarter of 2015 boosted interest income. The slight decrease in interest expense can also be attributed to the low rate environment, but this effect was mostly offset by a shift in our deposit mix towards a higher percentage of interest-bearing deposits. The shift in our deposit mix resulted from the declining balance of one noninterest-bearing deposit account over the course of 2014.

The net interest margin was 3.89% for the quarter ended March 31, 2015, up from 3.36% for the quarter ended March 31, 2014, as a 54 basis points increase in the average yield on total interest-earning assets was complemented by a 5 basis points decrease in the average rate paid on total interest-bearing liabilities. Although there continues to be downward pricing pressure on loans, higher average loan balances as a percentage of total interest earning assets helped improve the overall yield on interest earning assets.

Noninterest Income

For the quarter ended March 31, 2015, noninterest income increased $60,000 from the same period a year ago, due to a $22,000 increase in mortgage banking revenue and a $42,000 gain on sale of securities available for sale. The growth in mortgage banking revenue primarily reflects increased activity in new home purchases. These gains were partially offset by small decreases in service charges and fees on deposit accounts and income from bank-owned life insurance.

Noninterest Expense

Noninterest expense increased $64,000, or 4.5%, to $1.5 million for the three months ended March 31, 2015 compared to the same period a year ago. The increase was primarily due to a $53,000 increase in occupancy and equipment expense and a $35,000 increase in marketing. Higher occupancy and equipment expense is primarily attributed to additional leased space at our Timberlane location, while the increase in marketing can be attributed to higher levels of spending on sponsorships, business development and advertising. Salaries and employee benefits show a $4,000 decrease from the three months ended March 31, 2014 to the three months ended March 31, 2015, despite growth in the number of full-time equivalent employees from 41 to 47. The decrease is explained by a change in our estimated standard deferred loan costs related to loan originations and renewals which are netted against salaries and then amortized as an offset to loan fees over the life of the loan to which they apply. The Bank’s new

estimates more specifically allocate loan costs according to loan type. This resulted in a $141,000 increase in deferred loan costs for the period ended March 31, 2015 compared to the same period a year ago, which offset a $133,000 increase in salaries and employee benefits for the same time periods.

Financial Condition

Balance Sheet

As of March 31, 2015

(in thousands)

ASSETS			LIABILITIES AND STOCKHOLDERS’ EQUITY
Cash & Investments	$	59,354	Deposits	$	192,811
Loans, held for sale		813	Other Liabilities		4,100
Loans, net		153,647
Premises & Equipment		3,678	Total Liabilities		196,911
Other Assets		2,975
			Stockholders’ Equity		23,556
Total Assets	$	220,467	Total Liabilities & Stockholders’ Equity	$	220,467

As of March 31, 2015, the Company had grown to $220.5 million in total assets, $192.8 million in deposits, and $153.6 million in portfolio net loans. This compares to $210.4 million in total assets, $184.0 million in deposits, and $151.9 million in portfolio net loans as of December 31, 2014.

The composition of the Bank’s loan portfolio consisted of the following at March 31, 2015 and December 31, 2014 (in thousands):

	March 31, 2015						December 31, 2014
	Amount			% of Total			Amount			% of Total
Commercial real estate	$	52,283			33.6	%	$	52,661			34.2	%
Residential real estate and home equity		54,284			34.9	%		51,858			33.7	%
Construction		17,008			10.9	%		15,876			10.3	%
Commercial		28,987			18.6	%		30,755			20.0	%
Consumer		3,128			2.0	%		2,877			1.8	%
Total Loans	$	155,690			100.00	%	$	154,027			100.00	%
Deferred loan costs, net		73						(60	)
Allowance for loan and lease losses		(2,116	)					(2,098	)
Loans, net	$	153,647					$	151,869

Loans totaling $230,000 were deemed to be impaired under the Bank’s policy at March 31, 2015, while loans totaling $237,000 were deemed to be impaired under the Bank’s policy at December 31, 2014. At March 31, 2015, we had three non-accruing loans in the aggregate amount of $176,000, compared to two non-accruing loans at December 31, 2014, totaling $171,000. There were no net charge-offs or recoveries for the quarter ended March 31, 2015.

The provision for loan losses for the quarter ended March 31, 2015 and 2014 was $18,000 and $29,000, respectively. The decrease in the provision quarter over quarter can be attributed to slower net loan growth in the first quarter of 2015. Management believes that the allowance for loan and losses (“ALLL”), which was $2.1 million, or 1.36% of gross loans, at March 31, 2015 is adequate.

Total stockholder’s equity was $23.6 million as of March 31, 2015, compared to $22.9 million as of December 31, 2014. Book value per share was $12.12 as of March 31, 2015, with 1,943,534 common shares outstanding. Equity capital increased from December 31, 2014 due mostly to earnings retention and a positive net change in the unrealized gain on securities available for sale. As of March 31, 2015, the Bank was considered to be “well capitalized” with a 10.29% Tier 1 leverage Capital ratio, a 13.83% Common Equity Tier 1 Risk-Based Capital Ratio, a 13.83% Tier 1 Risk-Based Capital Ratio, and a 15.08% Total Risk-Based Capital Ratio, all above the minimum ratios to be considered “well capitalized.”

About Prime Meridian Holding Company

Prime Meridian Holding Company headquartered in Tallahassee, Florida offers a broad range of banking services through its wholly owned subsidiary, Prime Meridian Bank, a Florida state chartered non-member bank. Founded in 2008, the Bank serves its primary market of the Tallahassee Metropolitan Statistical Area, but also serves clients in the North Florida, South Georgia, and South Alabama markets. The Bank has two office locations, both in Tallahassee, and 47 full time equivalent employees as of March 31, 2015. For more information about Prime Meridian Holding Company, please visit our website at www.primemeridianbank.com.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the Company’s current views with respect to, among other things, future events and financial performance. 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. Any forward-looking statements contained in this press release are based on the historical performance of the Company and its subsidiary or on the Company’s current plans, estimates, and expectations. 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. 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 various risks, uncertainties, and assumptions relating to the Company’s operations, financial results, financial condition, business prospects, growth strategy, and liquidity. These factors should not be construed as exhaustive. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements. Information on these factors can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and other reports and statements the Company has filed with Securities and Exchange Commission which are available at the SEC’s website (www.sec.gov). 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.

Prime Meridian Holding Company and Subsidiary

Condensed Consolidated Balance Sheets

(Dollars in thousands)

	March 31,		December 31,
	2015		2014
	(Unaudited)
Assets
Cash & cash equivalents		17,353		7,555
Securities available for sale		42,001		42,397
Loans, held for sale		813		1,871
Loans, net		153,647		151,869
Federal Home Loan Bank stock		189		186
Premises & equipment, net		3,678		3,563
Deferred tax asset		367		362
Accrued interest receivable		570		624
Bank-owned life insurance		1,625		1,613
Other assets		224		318
Total Assets		220,467		210,358
Liabilities and Stockholder’s Equity
Noninterest-bearing demand deposits		44,626		43,148
Savings, NOW and money-market deposits		125,380		122,166
Time deposits		22,805		18,657
Other borrowings		2,656		2,699
Official checks		811		368
Other liabilities		633		453
Total Liabilities		196,911		187,491
Total Stockholders’ Equity		23,556		22,867
Total Liabilities and Stockholder’s Equity		220,467		210,358

Prime Meridian Holding Company and Subsidiary

Consolidated Statements of Earnings

(Dollars in thousands except per share data)

	For the Three Months Ended March 31,
	2015		2014
	Unaudited
Interest income:
Loans	$	1,947	$	1,642
Securities		228		220
Other		7		25
Total interest income		2,182		1,887
Interest Expense:
Deposits		162		158
Other borrowings		6		14
Total interest expense		168		172
Net interest income		2,014		1,715
Provision for loan losses		18		29
Net interest income after provision for loan losses		1,996		1,686
Noninterest income:
Service charges and fees on deposit accounts		34		41
Mortgage banking revenue		61		39
Income from bank-owned life insurance		12		13
Gain on sale of securities available for sale		42		—
Other income		40		36
Total noninterest income		189		129
Noninterest expense:
Salaries and employee benefits		808		812
Occupancy and equipment		283		230
Professional fees		76		86
Marketing		113		78
FDIC assessment		26		27
Other		186		195
Total noninterest expense		1,492		1,428
Earnings before income taxes		693		387
Income taxes		244		131
Net earnings		449		256
Basic earnings per share	$	0.23	$	0.17
Diluted earnings per share	$	0.23	$	0.17

Prime Meridian Holding Company and Subsidiary

Financial Highlights (unaudited)

	Three Months Ended March 31,						Year Ended December 31,
	2015			2014			2014			2013
	(Unaudited)
Per Share Data:
Earnings per share - Basic	$	0.23		$	0.17		$	0.58		$	0.77
Earnings per share - Diluted	$	0.23		$	0.17		$	0.59		$	0.76
Book value per share	$	12.12		$	11.34		$	11.78		$	10.92
Weighted average basic shares outstanding		1,943,215			1,534,868			1,709,746			1,497,737
Weighted average diluted shares outstanding		1,947,315			1,540,017			1,726,662			1,518,618
Selected Performance Ratios and Other Data:
Return on average assets(1)		0.84	%		0.47	%		0.48	%		0.62	%
Return on average equity(1)		7.74	%		6.15	%		5.21	%		7.08	%
Average yield on earning assets		4.24	%		3.70	%		4.02	%		3.94	%
Net interest margin		3.89	%		3.36	%		3.70	%		3.55	%
Net charge-offs (recoveries) to average loans		0.00	%		(0.01	%)		0.28	%		0.02	%
Stockholders’ equity to total assets		10.68	%		8.94	%		9.34	%		7.89	%
Tier 1 Leverage Capital Ratio		10.29	%		8.68	%		9.52	%		8.41	%
Common Equity Tier I Capital Ratio		13.83	%		13.67	%		12.84	%		12.41	%
Tier I Risk Based Capital Ratio		13.83	%		13.67	%		12.84	%		12.41	%
Total Capital Ratio		15.08	%		14.92	%		14.09	%		13.66	%
Nonaccrual loans	$	176,000		$	—		$	171,000		$	—
Total nonperforming assets	$	176,000		$	—		$	171,000		$	—
NPAs / Assets		0.08	%		0.00	%		0.08	%		0.00	%

¹  ROAA and ROAE are annualized

CONTACT: Kathy Jones, Chief Financial Officer

(850) 907-2301

Prime Meridian Holding Company

Website: www.primemeridianbank.com

EX-99.2

Exhibit 99.2

May 11, 2015

Dear Fellow Shareholder,

This past February, we took a brief time out to reflect on a benchmark in the life of the Company. After seven years, Prime Meridian Bank had emerged from de novo* status having demonstrated strong growth managed by a competent, core team.

Without much fanfare, a brief breakfast gathering of team members, shareholders and directors took place. Some in attendance reflected on our start and how far we have come.

Everyone then returned to work.

The moment was a blip on the Company’s timeline. If you did not know better, you might have missed it.

We have come a long way during this time. As the numbers below will show, market conditions continue to improve, and you will see a Company prepared to capitalize on anticipated opportunities in the market.

Our success to date is not arbitrary. It is the culmination of solid banking and credit practices rooted in core values and a belief that brand and culture are paramount.

For us, our current success is confirmation of strategy and practices put in motion years ago.

The housing market is recovering. Home buying (and building) continues its upward trend. We are staying ahead of the curve, expanding our mortgage division with additional loan originators and processors.

To boost our profile as a mortgage lender, we have engaged in sponsorship of a local radio Home Loan Hotline and the Parade of Homes™, strengthening bonds with the Tallahassee Builders Association (TBA), Tallahassee Board of Realtors (TBR) and the Mortgage Bankers Association of Tallahassee (MBAoT).

We have reinforced these relationships to stay at the top of mind with real estate professionals. Fostering these relationships when the market was down was a decision that is helping us grow today.

Prime Meridian Holding Company ● P.O. Box 13629 ● Tallahassee, Florida 32317

Phone 850.907.2301 ● Fax 850.907.2932

Furthermore, we are not just talking about growth. We are making growth happen. Our application for expanding into neighboring Wakulla County is pending regulatory approval.

The idea to branch in Crawfordville grew from opportunity to action during the first quarter. We anticipate this move will yield significant deposit relationships as well as lending opportunities. In our opinion — and in the opinion of many in the Wakulla community — the area is underserved and ready for a bank that offers the level of service for which we are known.

As with mortgage origination, the Bank has already added an experienced market president and assistant manager to give us the depth we need. The opportunities are just beginning for us.

The Numbers

We are pleased to report our first quarter results for Prime Meridian Holding Company (the “Company”) for the quarter ended March 31, 2015. The Company realized net earnings of $449,000, or $0.23 per basic and diluted share, for the quarter ended March 31, 2015, compared to $256,000 or $0.17 per basic and diluted share, for the quarter ended March 31, 2014. The increase in earnings can be attributed to solid growth in both interest income and noninterest income and careful expense management.

Earnings Summary

Net interest income increased $299,000, or 17.4% to $2.0 million, when comparing the first quarter of 2014 to the first quarter of 2015. This growth can be attributed mostly to higher average loan balances and careful interest expense management. Average loan balances increased from $124.2 million for the three months ended March 31, 2014 to $155.2 million for the three months ended March 31, 2015 as our relationship managers proactively sought attractive loan opportunities from both new and existing clients. Noninterest income also increased quarter over quarter from $129,000 for the three months ended March 31, 2014 to $189,000 for the three months ended March 31, 2015. Most of this growth came from mortgage banking revenue, as we continue to see strong interest in this sector, and a $42,000 gain on sale of securities available for sale.

Financial Condition

As of March 31, 2015, total assets were $220.5 million, with total deposits measuring $192.8 million. This compares to $210.4 million in total assets and $184.0 million in total deposits at December 31, 2014.

The Bank remains “well capitalized” with the Company having total capital of $23.6 million at March 31, 2015 and a book value of $12.12 per share.

Prime Meridian Holding Company ● P.O. Box 13629 ● Tallahassee, Florida 32317

Phone 850.907.2301 ● Fax 850.907.2932

As of March 31, 2015, the Company’s condensed consolidated balance sheet was as follows:

Condensed Consolidated Balance Sheet

As of March 31, 2015

Dollars in Thousands

ASSETS			LIABILITIES AND STOCKHOLDERS’ EQUITY
Cash & Investments	$	59,354	Deposits	$	192,811
Net Loans		153,647	Other Liabilities		4,100
Loan Held for Sale		813
Premises & Equipment		3,678	Total Liabilities		196,911
Other Assets		2,975
			Stockholders’ Equity		23,556
Total Assets	$	220,467	Total Liabilities & Stockholders’ Equity	$	220,467

Complete SEC filings and other pertinent shareholder information may be found online at our Investor Relations website: http://investors.primemeridianbank.com.

We value your support and appreciate your confidence in us. Most importantly, we thank you for providing the financial footing needed to anchor a world-class Company.

Warm regards,

Sammie D. Dixon, Jr.	Rick Weidner
CEO and President	Chairman of the Board

* De novo status is a period of time – currently seven years — during which the FDIC more closely supervises a financial institution. Once achieved, oversight is maintained but examinations occur on a less-frequent basis.

This Shareholder Letter may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the Company’s current views with respect to, among other things, future events and financial performance. Words such as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “is confident that,” and similar

Prime Meridian Holding Company ● P.O. Box 13629 ● Tallahassee, Florida 32317

Phone 850.907.2301 ● Fax 850.907.2932

expressions are intended to identify these forward-looking statements. Any forward-looking statements contained in this press release are based on the historical performance of the Company and its subsidiary or on the Company’s current plans, estimates and expectations. 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. 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 various risks, uncertainties, and assumptions relating to the Company’s operations, financial results, financial condition, business prospects, growth strategy and liquidity. These factors should not be construed as exhaustive. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements. Information on these factors can be found in the Company’s Form 10-K for the year ended December 31, 2014, and other reports and statements the Company has filed with Securities and Exchange Commission which are available at the SEC’s website (www.sec.gov). 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.

Prime Meridian Holding Company ● P.O. Box 13629 ● Tallahassee, Florida 32317

Phone 850.907.2301 ● Fax 850.907.2932