The purpose of this discussion is to provide insight into the financial
condition and results of operations of the Company and its bank subsidiary,
Wilson Bank (the "Bank") and Encompass Home Loan Lending, LLC ("Encompass"), a
company offering mortgage banking services that is 51% owned by the Bank and 49%
owned by two home builders operating in the Bank's market areas. The results of
Encompass, which commenced operations on June 1, 2022, are consolidated in the
Company's financial statements included elsewhere in this Quarterly Report. This
discussion should be read in conjunction with the Company's consolidated
financial statements appearing elsewhere in this report. Reference should also
be made to the Company's Annual Report on Form 10-K for the year ended December
31, 2021 for a more complete discussion of factors that impact the Company's
liquidity, capital and results of operations.



Forward-Looking Statements



This Form 10-Q contains certain forward-looking statements within the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") regarding, among other things, the anticipated
financial and operating results of the Company. Investors are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. The Company undertakes no obligation to publicly release any
modifications or revisions to these forward-looking statements to reflect events
or circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events.



The Company cautions investors that future financial and operating results may
differ materially from those projected in forward-looking statements made by, or
on behalf of, the Company. The words "expect," "intend," "should," "may,"
"could," "believe," "suspect," "anticipate," "seek," "plan," "estimate" and
similar expressions are intended to identify such forward-looking statements,
but other statements not based on historical fact may also be considered
forward-looking. Such forward-looking statements involve known and unknown risks
and uncertainties, including, but not limited to those described in the
Company's Annual Report on Form 10-K for the year ended December 31, 2021, and
also include, without limitation, (i) deterioration in the financial condition
of borrowers resulting in significant increases in credit losses and provisions
for these losses, (ii) deterioration in the real estate market conditions in the
Company's market areas including demand for residential real estate loans as a
result of rising rates on residential real estate mortgage loans, (iii) the
impact of increased competition with other financial institutions, including
pricing pressures on loans and deposits, and the resulting impact on the
Company's results, including as a result of compression to net interest margin,
(iv) adverse conditions in local or national economies, including the economy in
the Company's market areas, including as a result of inflationary pressures on
our customers and on their businesses (v) fluctuations or differences in
interest rates on earning assets and interest bearing liabilities from those
that the Company is modeling or anticipating, including as a result of the
Bank's inability to maintain deposit rates or defer increases to those rates in
a rising rate environment in connection with the changes in the short-term rate
environment, or that affect the yield curve, (vi) the ability to grow and retain
low-cost core deposits, (vii) significant downturns in the business of one or
more large customers, (viii) the inability of the Company to comply with
regulatory capital requirements, including those resulting from changes to
capital calculation methodologies, required capital maintenance levels, or
regulatory requests or directives, (ix) changes in state or Federal regulations,
policies, or legislation applicable to banks and other financial service
providers, including regulatory or legislative developments arising out of
current unsettled conditions in the economy, including implementation of the
Dodd Frank Wall Street Reform and Consumer Protection Act, (x) changes in
capital levels and loan underwriting, credit review or loss reserve policies
associated with economic conditions, examination conclusions, or regulatory
developments, (xi) inadequate allowance for credit losses, (xii) the
effectiveness of the Company's activities in improving, resolving or liquidating
lower quality assets, (xiii) results of regulatory examinations, (xiv) the
vulnerability of the Company's network and online banking portals, and the
systems of parties with whom the Company contracts, to unauthorized access,
computer viruses, phishing schemes, spam attacks, human error, natural
disasters, power loss, and other security breaches, (xv) the possibility of
additional increases to compliance costs or other operational expenses as a
result of increased regulatory oversight, (xvi) loss of key personnel, (xvii)
adverse results (including costs, fines, reputational harm and/or other negative
effects) from current or future litigation, examinations or other legal and/or
regulatory actions, (xviii) the effects of new outbreaks of COVID-19, including
actions taken by governmental officials to curb the spread of the virus, and the
resulting impact on general economic and financial market conditions and on the
Company's and its customers' business, results of operations, asset quality and
financial condition, (xix) further public acceptance of the vaccines that were
developed against COVID-19 as well as the decisions of governmental agencies
with respect to vaccines, including recommendations related to booster shots and
requirements that seek to mandate that individuals receive or employers require
that their employees receive the vaccine, and (xx) those vaccines' efficacy
against the virus, including new variants. These risks and uncertainties may
cause the actual results or performance of the Company to be materially
different from any future results or performance expressed or implied by such
forward-looking statements. The Company's future operating results depend on a
number of factors which were derived utilizing numerous assumptions that could
cause actual results to differ materially from those projected in
forward-looking statements.



Impact of COVID-19



The outbreak and spread of the novel Coronavirus Disease 2019 ("COVID-19") in
2020 created a global public health crisis that has periodically contributed to
uncertainty, volatility and deterioration in financial markets and in
governmental, commercial and consumer activity including in the United States,
where we conduct substantially all of our activity. Though progress has been
made in responding to the pandemic, the emergence of new variants of the virus
and public reaction thereto may cause disruption to our operations and the
economies in the markets where we operate.



On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES")
Act was signed into law. It contained substantial tax and spending provisions
intended to address the impact of the COVID-19 pandemic. The CARES Act included
the Paycheck Protection Program ("PPP"), a nearly $659 billion program designed
to aid small and medium-sized businesses and sole proprietors through federally
guaranteed loans distributed through banks. These loans were intended to
guarantee eight weeks of payroll and other costs to help those businesses remain
viable and allow their workers to pay their bills. On December 21, 2020, the
Coronavirus Response and Relief Supplemental Appropriations Act ("Coronavirus
Relief Act") was signed into law. The Coronavirus Relief Act earmarked an
additional $284 billion for a new round of PPP loans. The Company funded $125.2
million of PPP loans to our small business and other eligible
customers, only $342,000 of which remained outstanding as of June 30, 2022.



In connection with our initial response to COVID-19, we took deliberate actions
to try to ensure that we had the balance sheet strength to serve our clients and
communities, including maintaining increased liquidity and reserves supported by
a strong capital position. We currently expect our levels of liquidity and
reserves to remain above pre-pandemic levels through the remainder of 2022.



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Application of Critical Accounting Policies and Accounting Estimates





We follow accounting and reporting policies that conform, in all material
respects, to accounting principles generally accepted in the United States and
to general practices within the financial services industry. The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
While we base estimates on historical experience, current information,
forecasted economic conditions, and other factors deemed to be relevant, actual
results could differ from those estimates.



We consider accounting estimates to be critical to reported financial results if
(i) the accounting estimate requires management to make assumptions about
matters that are highly uncertain and (ii) different estimates that management
reasonably could have used for the accounting estimate in the current period, or
changes in the accounting estimate that are reasonably likely to occur from
period to period, could have a material impact on our financial statements.



Accounting policies related to the allowance for credit losses on financial
instruments including loans and off-balance-sheet credit exposures are
considered to be critical as these policies involve considerable subjective
judgment and estimation by management. As discussed in Note 1 - Summary of
Significant Accounting Policies, our policies related to allowances for credit
losses changed on January 1, 2022 in connection with the adoption of a new
accounting standard update as codified in Accounting Standards Codification
("ASC") Topic 326 ("ASC 326") Financial Instruments - Credit Losses. In the case
of loans, the allowance for credit losses is a contra-asset valuation account,
calculated in accordance with ASC 326, that is deducted from the amortized cost
basis of loans to present the net amount expected to be collected. In the case
of off-balance-sheet credit exposures, the allowance for credit losses is a
liability account, calculated in accordance with ASC 326, reported as a
component of accrued interest payable and other liabilities in our consolidated
balance sheets. The amount of each allowance account represents management's
best estimate of current expected credit losses on these financial instruments
considering available information, from internal and external sources, relevant
to assessing exposure to credit loss over the contractual term of the
instrument. Relevant available information includes historical credit loss
experience, current conditions and reasonable and supportable forecasts. While
historical credit loss experience provides the basis for the estimation of
expected credit losses, adjustments to historical loss information may be made
for differences in current portfolio-specific risk characteristics,
environmental conditions or other relevant factors. While management utilizes
its best judgment and information available, the ultimate adequacy of our
allowance accounts is dependent upon a variety of factors beyond our control,
including the performance of our portfolios, the economy, changes in interest
rates and the view of the regulatory authorities toward classification of
assets. For additional information regarding critical accounting policies, refer
to Note 1 - Summary of Significant Accounting Policies and Note 2 - Loans and
Allowance for Credit Losses in the notes to consolidated financial statements
contained elsewhere in this Quarterly Report.



Non-GAAP Financial Measures


This Quarterly Report contains certain financial measures that are not measures
recognized under U.S. GAAP and, therefore, are considered non-GAAP financial
measures. Members of Company management use these non-GAAP financial measures in
their analysis of the Company's performance, financial condition, and efficiency
of operations. Management of the Company believes that these non-GAAP financial
measures provide a greater understanding of ongoing operations and enhance
comparability of results with prior periods. Management of the Company also
believes that investors find these non-GAAP financial measures useful as they
assist investors in understanding underlying operating performance and
identifying and analyzing ongoing operating trends. However, the non-GAAP
financial measures discussed herein should not be considered in isolation or as
a substitute for the most directly comparable or other financial measures
calculated in accordance with U.S. GAAP. Moreover, the manner in which the
non-GAAP financial measures discussed herein are calculated may differ from the
manner in which measures with similar names are calculated by other companies.
You should understand how other companies calculate their financial measures
similar to, or with names similar to, the non-GAAP financial measures we have
discussed herein when comparing such non-GAAP financial measures.



The non-GAAP measures in this Quarterly Report include "pre-tax pre-provision
income," "pre-tax pre-provision basic earnings per share," "pre-tax
pre-provision annualized return on average equity," and "pre-tax pre-provision
annualized return on average assets."



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Selected Financial Information





The executive management and Board of Directors of the Company evaluate key
performance indicators (KPIs) on a continuing basis. These KPIs serve as
benchmarks of Company performance and are used in making strategic decisions.
The following table represents the KPIs that management presently has determined
to be important in making decisions for the Bank:



                                    As of or For the Three Months                            As of or For the Six Months
                                           Ended June 30,                                          Ended June 30,
                                                                          2022 - 2021                                           2022 - 2021
                                                                       Percent Increase                                      Percent Increase
                                      2022                 2021           (Decrease)           2022              2021           (Decrease)
PER SHARE DATA:
Basic earnings per common share
(GAAP)                             $     1.25           $     1.00                 25.00 %   $    2.26         $    2.01                 12.44 %
Pre-tax pre-provision basic
earnings per share (1)             $     1.72           $     1.32                 30.19 %   $    3.25         $    2.73                 19.05 %
Diluted earnings per common
share (GAAP)                       $     1.24           $     1.00                 24.00 %   $    2.25         $    2.01                 11.94 %
Cash dividends per common share    $     0.35           $        -                     - %   $    1.10         $    0.60                 83.33 %
Dividends declared per common
share as a percentage of basic
earnings per common share               28.00 %                  - %                   - %       48.67 %           29.85 %               63.05 %




                                    As of or For the Three Months                            As of or For the Six Months
                                           Ended June 30,                                          Ended June 30,
                                                                         2022 - 2021                                            2022 - 2021
                                                                       Percent Increase                                      Percent Increase
                                      2022                 2021           (Decrease)           2022              2021           (Decrease)
PERFORMANCE RATIOS:
Annualized return on average
stockholders' equity (GAAP)             15.60 %              11.42 %              36.60 %        13.57 %           11.62 %               16.78 %
Pre-tax pre-provision annualized
return on average stockholders'
equity (1)                              21.52 %              15.00 %              43.47 %        19.55 %           15.78 %               23.89 %
Annualized return on average
assets (GAAP)                            1.38 %               1.24 %              11.29 %         1.27 %            1.28 %               (0.78 )%
Pre-tax pre-provision annualized
return on average assets (1)             1.91 %               1.63 %              17.18 %         1.83 %            1.74 %                5.17 %
Efficiency ratio                        53.70 %              61.36 %             (12.48 )%       56.50 %           59.62 %               (5.23 )%




(1) Excludes income tax expense, and for 2022 provision for credit losses and
provision for credit losses on unfunded commitments. For 2021 excludes income
tax expense and provision for loan losses.



                                                                                       2022 - 2021
                                                                   December 31,      Percent Increase
                                                June 30, 2022          2021             (Decrease)
BALANCE SHEET RATIOS:
Total capital to assets ratio                             8.84 %           10.37 %             (14.75 )%
Equity to asset ratio (Average equity
divided by average total assets)                          9.33 %           10.86 %             (14.09 )%
Leverage capital ratio                                   10.71 %           10.77 %              (0.56 )%
Non-performing asset ratio                                0.03 %            0.01 %             200.00 %
Book value per common share                    $         32.00     $       36.93               (13.35 )%






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Reconciliation of Non-GAAP Financial Measures





                                                    Three Months Ended                       Six Months Ended
                                            June 30, 2022        June 30, 2021       June 30, 2022       June 30, 2021
Pre-tax pre-provision income:
Net income attributable to common
stockholders (GAAP)                        $        14,139      $        11,139     $        25,512     $        22,283
Add: provision for credit losses                     1,625                   55               3,517                 882
Add: provision (benefit) for credit
losses on unfunded commitments                        (608 )                137                 217                 137
Add: income tax expense                              4,343                3,310               7,514               6,958
Pre-tax pre-provision income               $        19,499      $        14,641     $        36,760     $        30,260

Pre-tax pre-provision basic earnings per
share:
Pre-tax pre-provision income               $        19,499      $        14,641     $        36,760     $        30,260
Weighted average shares                         11,339,057           

11,084,411 11,307,763 11,081,894

Basic earnings per common share (GAAP) $ 1.25 $ 1.00 $ 2.26 $ 2.01 Provision for credit losses

                $          0.14      $             -     $          0.31     $          0.08
Provision (benefit) for credit losses on
unfunded commitments                       $         (0.05 )    $          0.01     $          0.02     $          0.01
Income tax expense                         $          0.38      $          0.31     $          0.66     $          0.63
Pre-tax pre-provision basic earnings per
common share                               $          1.72      $          

1.32 $ 3.25 $ 2.73



Pre-tax pre-provision annualized return
on average assets:
Pre-tax pre-provision income               $        19,499      $        14,641     $        36,760     $        30,260
Average assets                                   4,103,813            3,611,318           4,061,438           3,508,354

Annualized return on average assets
(GAAP)                                                1.38 %               1.24 %              1.27 %              1.28 %
Provision for credit losses                           0.16 %               0.01 %              0.17 %              0.05 %
Provision (benefit) for credit losses on
unfunded commitments                                 (0.06 )%              0.02 %              0.01 %              0.01 %
Income tax expense                                    0.43 %               0.36 %              0.38 %              0.40 %
Pre-tax pre-provision annualized return
on average assets                                     1.91 %               1.63 %              1.83 %              1.74 %

Pre-tax pre-provision annualized return
on average stockholders' equity:
Pre-tax pre-provision income               $        19,499      $        14,641     $        36,760     $        30,260
Average total stockholders' equity                 363,457              391,386             379,082             386,803

Annualized return on average
stockholders' equity (GAAP)                          15.60 %              11.42 %             13.57 %             11.62 %
Provision for credit losses                           1.79 %               0.06 %              1.87 %              0.46 %
Provision (benefit) for credit losses on
unfunded commitments                                 (0.67 )%              0.14 %              0.12 %              0.07 %
Income tax expense                                    4.80 %               3.38 %              3.99 %              3.63 %
Pre-tax pre-provision annualized return
on average stockholders' equity                      21.52 %              15.00 %             19.55 %             15.78 %




Results of Operations



Net earnings of the Company increased $3,229,000, or 14.49%, to $25,512,000 for
the six months ended June 30, 2022, from $22,283,000 in the first six months of
2021. Net earnings of the Company were $14,139,000 for the quarter ended June
30, 2022, an increase of $3,000,000, or 26.93%, from $11,139,000 for the three
months ended June 30, 2021 and an increase of $2,766,000, or 24.32%, over the
quarter ended March 31, 2022. The increase in net earnings during the three
and six months ended June 30, 2022 as compared to the prior year comparable
period was primarily due to an increase in net interest income, partially offset
by an increase in provision for credit losses, a decrease in non-interest
income, and an increase in non-interest expense. The increase in net interest
income for the three and six months ended June 30, 2022 compared to the
comparable period in 2021 is due to an increase in average interest earning
asset balances between the relevant periods and a decrease in cost of funds,
partially offset by decreased yield on loans. The decrease in yield on loans was
primarily due to decreased PPP loan fees during the three and six months ended
June 30, 2022 from the comparable periods in 2021. In addition, in the first
half of 2022 the rising rate environment had not yet positively impacted a
significant portion of our variable rate loans with loan floors above the prime
rate then in effect. The decrease in non-interest income for the three and six
months ended June 30, 2022 compared to the comparable periods in 2021 primarily
resulted from a decrease in the gain on sale of loans which resulted from a
decrease in the volume of refinancing transactions for residential real estate
loans due to rising mortgage interest rates. The increase in non-interest
expense for the three and six months ended June 30, 2022 compared to the
comparable periods in 2021 resulted from the Company's continued growth.



Return on average assets (ROA) and return on average stockholders' equity (ROE)
are common benchmarks for bank profitability and are calculated by taking our
annualized net earnings and dividing by the average assets and average equity
for the relevant periods, respectively. ROA and ROE measure a company's return
on investment in a format that is easily comparable to other financial
institutions. ROA is particularly important to the Company as it serves as the
basis for certain executive and employee bonuses. The ROA for the six month
periods ended June 30, 2022 and 2021 was 1.27% and 1.28%, respectively. The ROA
for the three month periods ended June 30, 2022 and 2021 was 1.38% and 1.24%,
respectively. The ROE for the six month periods ended June 30, 2022 and
2021 was 13.57% and 11.62%, respectively. The ROE for the three month
periods ended June 30, 2022 and 2021 was 15.60% and 11.42%, respectively.



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Net Interest Income



The average balances, interest, and average rates of our assets and liabilities
for the three and six-month periods ended June 30, 2022 and June 30, 2021 are
presented in the following table (dollars in thousands):



                                           Three Months Ended                                       Three Months Ended                                        Net Change Three Months Ended
                                             June 30, 2022                                            June 30, 2021                                        June 30, 2022 versus June 30, 2021
                                                                     Income/                                                  Income/                                                                Percent
                           Average Balance       Interest Rate       

Expense Average Balance Interest Rate Expense Due to Volume Due to Rate Net Change Change Loans, net of unearned interest (1) (2) $ 2,696,959

                4.88 %   $   32,304     $       2,346,298                5.04 %   $   28,945     $         8,879      $      (5,520 )   $      3,359
Investment
securities-taxable                  831,412                1.90          3,943               597,870                1.41          2,103                 973                867            1,840
Investment
securities-tax exempt                73,957                1.93            355                79,480                1.28            253                (112 )              214              102
Taxable equivalent
adjustment (3)                            -                0.51             94                     -                0.34             67                 (29 )               56               27
Total tax-exempt
investment securities                73,957                2.44            449                79,480                1.62            320                (141 )              270              129
Total investment
securities                          905,369                1.95          4,392               677,350                1.43          2,423                 832              1,137            1,969
Loans held for sale                   8,800                0.64             14                20,855                3.08            160                 (62 )              (84 )           (146 )
Federal funds sold                   27,326                0.87             59                60,607                0.03              5                 (20 )               74               54
Accounts with
depository institutions             270,628                0.59            396               352,958                0.09             79                (129 )              446              317
Restricted equity
securities                            5,089                2.05             26                 5,089                1.97             25                   -                  1                1
Total earning assets              3,914,171                3.86         37,191             3,463,157                3.73         31,637               9,500             (3,946 )          5,554         17.56 %
Cash and due from banks              25,426                                                   45,026
Allowance for credit
losses                              (33,712 )                                                (39,317 )
Bank premises and
equipment                            62,330                                                   57,720
Other assets                        135,598                                                   84,732
Total assets              $       4,103,813
       $       3,611,318




                                           Three Months Ended                                       Three Months Ended                                       Net Change Three Months Ended
                                             June 30, 2022                                            June 30, 2021                                        June 30, 2022 versus June 30, 2021
                                                                     Income/                                                  Income/                                                               Percent
                           Average Balance       Interest Rate       Expense        Average Balance       Interest Rate       Expense        Due to Volume       Due to Rate       Net Change       Change
Deposits:
Negotiable order of
withdrawal accounts       $       1,098,889                0.17 %   $      457     $         893,045                0.21 %   $      472     $           412     $        (427 )   $        (15 )
Money market demand
accounts                          1,259,757                0.18            561             1,059,786                0.16            430                  86                45              131
Time Deposits                       563,440                0.78          1,090               610,940                1.31          1,994                (145 )            (759 )           (904 )
Other savings                       332,925                0.14            115               245,756                0.22            135                 187              (207 )            (20 )
Total interest-bearing
deposits                          3,255,011                0.27          2,223             2,809,527                0.43          3,031                 540            (1,348 )           (808 )
Finance leases                        2,297                2.97             17                     -                   -              -                   -                17               17
Total interest-bearing
liabilities                       3,257,308                0.28          2,240             2,809,527                0.43          3,031                 540            (1,331 )           (791 )      (26.10 %)
Non-interest bearing
deposits                            445,666                                                  392,129
Other liabilities                    37,382                                                   18,276
Stockholders' equity                363,457                                                  391,386
Total liabilities and
stockholders' equity      $       4,103,813                                        $       3,611,318
Net interest income, on
a tax equivalent basis                                              $   34,951                                               $   28,606     $       

8,960 $ (2,615 ) $ 6,345 22.18 % Net interest margin (4)

                                    3.63 %                                                   3.37 %
Net interest spread (5)                                    3.58 %                                                   3.30 %




Notes:

(1) Yields on loans and total earning assets include the impact of State income tax credits related to incentive loans at below market rates and tax exempt loans to municipalities.

(2) Loan fees of $3.6 million are included in interest income in 2022, inclusive of $17,000 in 2022 in SBA fees related to PPP loans. Loan fees of $3.8 million are included in interest income in 2021, inclusive of $1.1 million in 2021 in SBA fees related to PPP loans.

(3) The tax equivalent adjustment has been computed using a 21% Federal tax rate.

(4) Annualized net interest income on a tax equivalent basis divided by average interest-earning assets.

(5) Average interest rate on interest-earning assets less average interest rate on interest-bearing liabilities.


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                                            Six Months Ended                                         Six Months Ended                                         Net Change Six Months Ended
                                             June 30, 2022                                            June 30, 2021                                        June 30, 2022 versus June 30, 2021
                                                                     Income/                                                  Income/                                                               Percent
                           Average Balance       Interest Rate       

Expense Average Balance Interest Rate Expense Due to Volume Due to Rate Net Change Change Loans, net of unearned interest (1) (2) $ 2,616,443

                4.85 %   $   61,908     $       2,332,183                5.06 %   $   57,438     $        10,566     $      (6,096 )   $      4,470
Investment
securities-taxable                  832,106                1.74          7,174               558,587                1.37          3,795               2,181             1,198            3,379
Investment
securities-tax exempt                75,732                1.81            679                78,923                1.47            576                 (64 )             167              103
Taxable equivalent
adjustment (3)                            -                0.48            180                     -                0.39            153                 (17 )              44               27
Total tax-exempt
investment securities                75,732                2.29            859                78,923                1.86            729                 (81 )             211              130
Total investment
securities                          907,838                1.78          8,033               637,510                1.43          4,524               2,100             1,409            3,509
Loans held for sale                  10,716                3.16            168                20,404                2.57            260                (225 )             133              (92 )
Federal funds sold                   27,308                0.49             66                30,989                0.03              5                  (2 )              63               61
Accounts with
depository institutions             318,357                0.34            541               340,474                0.11            187                 (36 )             390              354
Restricted equity
securities                            5,089                2.38             60                 5,089                2.02             51                   -                 9                9
Total earning assets              3,885,751                3.73         70,776             3,366,649                3.81         62,465              12,403            (4,092 )          8,311         13.31 %
Cash and due from banks              24,442                                                   39,945
Allowance for credit
losses                              (36,578 )                                                (38,948 )
Bank premises and
equipment                            62,577                                                   57,855
Other assets                        125,246                                                   82,853
Total assets              $       4,061,438
       $       3,508,354




                                            Six Months Ended                                         Six Months Ended                                      Net Change Six Months Ended
                                             June 30, 2022                                            June 30, 2021                                    

June 30, 2022 versus June 30, 2021


                                                                     Income/                                                  Income/        Due to                                           Percent
                           Average Balance       Interest Rate       Expense        Average Balance       Interest Rate       Expense        Volume        Due to Rate       Net Change       Change
Deposits:
Negotiable order of
withdrawal accounts       $       1,077,595                0.17 %   $      922     $         859,494                0.21 %   $      908     $     406     $        (392 )   $         14
Money market demand
accounts                          1,239,491                0.15            903             1,034,255                0.17            852           284              (233 )             51
Time Deposits                       572,215                0.81          2,311               610,482                1.37          4,143          (246 )          (1,586 )         (1,832 )
Other savings                       321,130                0.13            215               231,579                0.22            253           179              (217 )            (38 )
Total interest-bearing
deposits                          3,210,431                0.27          4,351             2,735,810                0.45          6,156           623            (2,428 )         (1,805 )
Federal Home Loan Bank
advances                                  -                   -              -                 1,730               15.50            133           (66 )             (67 )           (133 )
Finance leases                        1,562                4.26             33                     -                   -              -             -                33               33
Total interest-bearing
liabilities                       3,211,993                0.28          4,384             2,737,540                0.46          6,289           557            (2,462 )         (1,905 )      (30.29 %)
Non-interest bearing
deposits                            436,224                                                  364,349
Other liabilities                    34,139                                                   19,662
Stockholders' equity                379,082                                                  386,803
Total liabilities and
stockholders' equity      $       4,061,438                                        $       3,508,354
Net interest income, on
a tax equivalent basis                                              $   66,392                                               $   56,176     $  

11,846 $ (1,630 ) $ 10,216 18.19 % Net interest margin (4)

                                    3.50 %                                                   3.43 %
Net interest spread (5)                                    3.45 %                                                   3.35 %




Notes:

(1) Yields on loans and total earning assets include the impact of State income tax credits related to incentive loans at below market rates and tax exempt loans to municipalities.



(2) Loan fees of $6.6 million are included in interest income in 2022,
inclusive of $119,000 in 2022 in SBA fees related to PPP loans. Loan fees of
$7.5 million are included in interest income in 2021, inclusive of $2.3 million
in  2021 in SBA fees related to PPP loans.

(3) The tax equivalent adjustment has been computed using a 21% Federal tax rate.

(4) Annualized net interest income on a tax equivalent basis divided by average interest-earning assets.

(5) Average interest rate on interest-earning assets less average interest rate on interest-bearing liabilities.


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The components of our loan yield, a key driver to our net interest margin for the three and six months ended June 30, 2022 and 2021, were as follows:





                                                               Three Months Ended June 30,
                                                        2022                                2021
                                            Interest                            Interest
                                             Income         Average Yield        Income         Average Yield
Loan yield components:
Contractual interest rates                      28,785                4.28 %        25,188                4.31 %
Origination and other fee income                 3,502                0.52 %         2,712                0.46 %
PPP loan fee income                                 17                   - %         1,045                0.18 %
Loan tax credits                                   521                0.08 %           531                0.09 %
Total                                      $    32,825                4.88 %   $    29,476                5.04 %






                                                                Six Months Ended June 30,
                                                        2022                                2021
                                            Interest                            Interest
                                             Income         Average Yield        Income         Average Yield
Loan yield components:
Contractual interest rates                      55,357                4.26 %        49,973                4.32 %
Origination and other fee income                 6,432                0.50 %         5,180                0.45 %
PPP loan fee income                                119                0.01 %         2,285                0.20 %
Loan tax credits                                 1,042                0.08 %         1,063                0.09 %
Total                                      $    62,950                4.85 %   $    58,501                5.06 %




Net interest margin for the six months ended June 30, 2022 and 2021 was
3.50% and 3.43%, respectively, and 3.63% and 3.37% for the quarter ended June
30, 2022 and 2021, respectively. The increase in net interest margin for the
three months ended June 30, 2022 was due to an increase in the yield earned on
our earning assets, other than loans, and a decrease in rates paid on our
interest-bearing liabilities, partially offset by a decrease in the yield earned
on loans. The increase in net interest margin for the six months ended June 30,
2022  was due to an increase in the yield earned on our earning assets, with the
exception of loans, and a decrease in rates paid on our interest-bearing
liabilities. The Federal Reserve influences the general market rates of
interest, including the deposit and loan rates offered by many financial
institutions. Our loan portfolio is significantly affected by changes in the
prime interest rate. The prime interest rate, which is the rate offered on loans
to borrowers with strong credit, increased 150 basis points in the six months
ended June 30, 2022, as the Federal Reserve sought to address high levels of
inflation. The direction and speed with which short-term interest rates move has
an impact on our net interest income. At present, we believe the Federal Reserve
plans to continue to raise short-term rates as long as inflation remains
elevated, as evidenced by the Federal Reserve's decision to raise short term
rates an additional 75 basis points on July 27, 2022. If short term interest
rates continue to increase and we continue to experience loan growth that
outpaces our deposit growth, then our net interest income should increase during
the remainder of 2022 and into 2023, though, as noted below, the rates we pay on
our deposits may increase as well. The yield on loans decreased during the three
and six months ended June 30, 2022 when compared to the comparable periods in
2021 due to a decrease in loan fees largely related to PPP loans. Loan fees
related to PPP loans for the six months ended June 30, 2022 and 2021 accounted
for 1 basis point versus 20 basis points, respectively, of our loan yields. Loan
fees related to PPP loans for the quarter ended June 30, 2022 and 2021 accounted
for no basis points versus 18 basis points, respectively, of our loan yields. In
addition, in the first half of 2022 the rising rate environment had not yet
positively impacted a significant portion of our variable rate loans with loan
floors above the prime rate then in effect. We believe the effect of the loan
floors will subside as rates continue to rise as expected and should contribute
to an increase in yields and an expansion of our net interest margin in the
second half of 2022. The yield on securities increased due to management's
decision to utilize the Company's excess liquidity to purchase additional higher
yielding securities. The net interest spread was 3.45% and 3.35% for the six
months ended June 30, 2022 and June 30, 2021, respectively, and 3.58% and 3.30%
for the quarter ended June 30, 2022 and 2021, respectively. The rate we pay on
our deposits decreased in the three and six months ended June 30, 2022 when
compared to the comparable period in 2021, as we decreased the rates we paid on
several of our deposit products and higher paying time deposits repriced at
lower rates throughout 2021.



Net interest income represents the amount by which interest earned on various
earning assets exceeds interest paid on deposits and other interest-bearing
liabilities and is the most significant component of the Company's earnings. Net
interest income, excluding tax equivalent adjustments relating to tax exempt
securities and loans, for the three and six months ended June 30,
2022 totaled $34,857,000 and $66,212,000, respectively compared to
$28,539,000 and $56,023,000 for the same periods in 2021, an increase of
$6,318,000 and  $10,189,000, between respective periods.



The increase in interest income for the three and six months ended June 30,
2022 when compared to the three and six months ended June 30, 2021 was primarily
attributable to an increase in interest and fees earned on loans as well as as
increase in interest and dividends earned on securities. The increase in
interest and fees earned on loans resulted from an overall increase in average
loans, partially offset by the decreased yield discussed above. The increase in
interest and dividends earned on securities resulted from an overall increase in
the average balance of securities, due to management's decision to purchase
additional securities to utilize excess liquidity, and increase in rates. The
ratio of average earning assets to total average assets for the three and six
months ended June 30, 2022 was 95.4% and 95.7%, respectively, compared
to 95.9% and 96.0% for the same period in 2021.



The decrease in interest expense for the three and six months ended June 30,
2022 as compared to the prior year's comparable period was primarily due
to a decrease in the rates of average interest bearing deposits, reflecting the
low rate environment that we have experienced since the first quarter of 2020,
as well as the Company decreasing rates on several of our deposit products.
Although prime rate and other indices have increased during the six months ended
June 30, 2022, our deposit betas were lower than our historical trends due to
excess liquidity on our balance sheet and rates in our market areas
repricing slower than anticipated. The decrease in rates was partially offset by
an overall increase in the volume of average interest-bearing deposits. Should
our liquidity decrease, including as a result of loan growth that outpaced
deposit growth, the rates we pay on our deposits may increase at levels that
exceed those levels we experienced in the first half of 2022.




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Provision for Credit Losses and Allowance for Credit Losses





On January 1, 2022, we adopted FASB ASU 2016-13, which introduces the current
expected credit losses (CECL) methodology and requires us to estimate all
expected credit losses over the remaining life of our loan portfolio. The
provision for credit losses represents a charge to earnings necessary to
establish an allowance for credit losses that, in management's evaluation, is
adequate to provide coverage for all expected credit losses. The provision for
credit losses for the six months ended June 30, 2022 was $3,517,000 calculated
under the CECL methodology, compared to $882,000 incurred in the first
six months of 2021 under the incurred loss methodology. The provision for credit
losses for the three months ended June 30, 2022 was $1,625,000 calculated under
the CECL methodology, compared to $55,000 recorded in the three months
ended June 30, 2021 under the incurred loss methodology. The increase in
provision expense for the three and six months ended June 30, 2022 from the
comparable period in 2021 is primarily attributable to an increase in the volume
of loans originated during the period. While the local and national economic
outlooks have improved in 2022, we believe the challenges affecting supply
chains globally and labor shortages stemming from the COVID-19 pandemic are
still impacting our clients. In addition, persistent elevated inflation as well
as the war in Ukraine remain challenges to the economy and are also negatively
impacting our clients.



Upon and subsequent to adoption of CECL, for available-for-sale debt securities
in an unrealized loss position, we evaluate the securities at each measurement
date to determine whether the decline in the fair value below the amortized cost
basis is due to credit-related factors or noncredit-related factors. Any
impairment that is not credit related is recognized in other comprehensive
income, net of applicable taxes. Credit-related impairment is recognized through
the allowance for credit losses on the balance sheet, limited to the amount by
which the amortized cost basis exceeds the fair value, with a corresponding
adjustment to earnings via provision for credit loss. At January 1, 2022 and
June 30, 2022, we determined that all available-for-sale securities that
experienced a decline in fair value below the amortized cost basis were due to
noncredit-related factors, principally the result of the rising interest rate
environment we have been experiencing. Therefore, there was no provision for
credit loss recognized during the six months ended June 30, 2022 with respect to
our available-for-sale securities.



The Bank's charge-off policy for collateral dependent loans is similar to its
charge-off policy for all loans in that loans are charged-off in the month when
a determination is made that the loan is uncollectible. The volume of net loans
charged off for the first six months of 2022 totaled approximately
$347,000 compared to approximately $107,000 in net loans charged off during the
first six months of 2021. The volume of net loans charged off for the second
quarter of June 30, 2022 totaled approximately $165,000 compared to
approximately $71,000 in net charge offs during the second quarter of 2021.



Our allowance for credit losses at June 30, 2022 reflects an amount deemed
appropriate to adequately cover all expected future losses as of the date the
allowance is determined based on our allowance for credit losses assessment
methodology. The allowance for credit losses (net of charge-offs and recoveries)
was $35,238,000 at June 30, 2022, a decrease of $4,394,000 or 11.09%, from an
allowance for loan losses of $39,632,000 at December 31, 2021 and a decrease
of $4,076,000, or 10.37%, from an allowance for loan losses of $39,314,000 at
June 30, 2021. The decrease in the allowance for credit losses is the result of
the implementation of CECL on January 1, 2022, which resulted in a
downward adjustment to the opening balance of the allowance for credit losses of
$7.6 million; offset by increased provisioning during the six months ended June
30, 2022 largely due to an increase in loan growth. The allowance for
credit losses was 1.27% of total loans outstanding at June 30, 2022, compared to
an allowance for loan losses of 1.60% of total loans at December 31, 2021 and
1.64% at June 30, 2021. The internally classified loans as a percentage of the
allowance for credit losses and allowance for loan losses, as applicable, were
16.1%, 19.4%, and 17.8% respectively, at June 30, 2022, December 31, 2021, and
June 30, 2021.



The level of the allowance and the amount of the provision for credit losses
involve evaluation of uncertainties and matters of judgment. The Company
maintains an allowance for credit losses which management believes is adequate
to absorb losses in the loan portfolio. A formal calculation is prepared
quarterly by the Company's Chief Financial Officer and provided to the Board of
Directors to determine the adequacy of the allowance for credit losses. The
calculation includes an evaluation of historical default and loss experience,
current and forecasted economic conditions, an evaluation of qualitative
factors, industry and peer bank loan quality indicators and other factors. See
the discussion above under "Application of Critical Accounting Policies and
Accounting Estimates" for more information. Management believes the allowance
for credit losses at June 30, 2022 to be adequate, but if forecasted economic
conditions deteriorate beyond management's current expectations the allowance
for credit losses may require an increase through additional provision for
credit loss expense which would negatively impact earnings.



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Non-Interest Income



Our non-interest income is composed of several components, some of which vary
significantly between quarterly and annual periods. The following is a summary
of our non-interest income for the three and six months ended June 30, 2022 and
2021 (in thousands):



                                                         Three Months Ended June 30,                                    Six Months Ended June 30,
                                                                    $ Increase        % Increase                                   $ Increase        % Increase
                                            2022        2021        (Decrease)        (Decrease)          2022         2021        (Decrease)        (Decrease)

Service charges on deposit accounts $ 1,777 $ 1,411 $


 366             25.94 %    $  3,496     $  2,736     $         760             27.78 %
Brokerage income                             1,690       1,681                 9              0.54         3,429        3,079               350             11.37
Debit and credit card interchange income     3,734       3,353               381             11.36         6,611        5,882               729             12.39
Other fees and commissions                     460         316               144             45.57           768          625               143             22.88
Income on BOLI and annuity contracts           382         218               164             75.23           717          631                86             13.63
Gain on sale of loans                          511       2,048            (1,537 )          (75.05 )       2,725        5,654            (2,929 )          (51.80 )
Mortgage servicing income                       23           -                23            100.00            23            -                23            100.00
Gain (loss) on sale of fixed assets              -         (23 )              23           (100.00 )          28          (23 )              51           (221.74 )
Loss on sale of other real estate                -         (11 )              11           (100.00 )           -          (11 )              11           (100.00 )
Gain on sale of other assets                     -           -                 -                 -             8            1                 7            700.00
Other income                                     2           -                 2            100.00            (8 )          -                (8 )         (100.00 )
Total non-interest income                  $ 8,579     $ 8,993     $        (414 )           (4.60 %)   $ 17,797     $ 18,574     $        (777 )           (4.18 %)




The decrease in non-interest income for the three and six months ended June 30,
2022 when compared to the comparable periods in 2021 is attributable to a
decrease in gain on sale of loans; partially offset by an increase in service
charges on deposit accounts, an increase in debit and credit card interchange
income, and an increase in brokerage income.



The decrease in gain on sale of loans for the six months ended June 30, 2022 was
due to a decrease in the volume of refinancing transactions due to rising
mortgage interest rates as a result of the Federal Reserve ending quantitative
easing and increasing the Federal Funds rate. In addition, inflation has
increased home prices which has contributed to a decrease in the volume of home
purchases. The volume of mortgage loans originated for the six months ended June
30, 2022 was $79,099,000 compared to $128,810,000 for the six months ended June
30, 2021. The mortgage industry expects volume to continue to decrease
throughout the remainder of 2022. In anticipation of the slowing of mortgage
origination volume due to the rising rate environment, the Company began to
retain servicing rights on some of the loans it originates during the first
quarter of 2022. We expect Encompass to contribute additional income through
gain on sale of loans and operating fees paid to the Bank which should increase
as the volume of mortgages made by Encompass increases.



The increase in service charges on deposit accounts for the three and six months
ended June 30, 2022 primarily was due to an increase in service charges earned
on overdraft fees and fees for paper statements. The increase in service charges
on overdraft fees resulted from an increase in consumer spending. The increase
in fees for paper statements resulted from an account conversion that placed new
qualifications on certain account types.



The increase in debit and credit card interchange income for the three and six
months ended June 30, 2022 was due to an increase in the number and volume of
debit card holders and transactions.



The increase in brokerage income for the three and six months ended June 30,
2022 was primarily due to an increase in the opening of new investment accounts
during the last twelve months.



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Non-Interest Expense



Non-interest expense consists primarily of employee costs, occupancy expenses,
furniture and equipment expenses, advertising and public relations expenses,
data processing expenses, ATM and interchange expenses, director's fees, audit,
legal and consulting fees, and other operating expenses. The following is a
summary of our non-interest expense for the three and six months ended June 30,
2022 and 2021 (in thousands):



                                                     Three Months Ended June 30,                                      Six Months Ended June 30,
                                                                  $ Increase        % Increase                                   $ Increase         % Increase
                                        2022         2021         (Decrease)        (Decrease)         2022         2021         (Decrease)  

(Decrease)


Salaries and employee benefits        $ 14,514     $ 14,022     $          492              3.51 %   $ 28,910     $ 27,322     $        1,588               5.81 %
Occupancy expenses, net                  1,397        1,340                 57              4.25        2,745        2,631                114               4.33
Advertising & public relations
expense                                    688          607                 81             13.34        1,347        1,094                253           

23.13


Furniture and equipment expense            853          836                 17              2.03        1,709        1,662                 47               2.83
Data processing expense                  1,868        1,523                345             22.65        3,625        2,910                715              24.57
ATM & interchange expense                1,251        1,214                 37              3.05        2,443        2,304                139               6.03
Directors' fees                            148          127                 21             16.54          301          284                 17               5.99
Audit, legal & consulting expenses         191          172                 19             11.05          418          361                 57           

15.79


Provision (benefit) for credit
losses on unfunded commitments            (608 )        137               (745 )         (543.80 )        217          137                 80              58.39
Other operating expenses                 3,025        3,050                (25 )           (0.82 )      5,749        5,769                (20 )            (0.35 )
Total non-interest expense            $ 23,327     $ 23,028     $          299              1.30 %   $ 47,464     $ 44,474     $        2,990               6.72 %




The increase in non-interest expense for the three and six months ended June 30,
2022 when compared to the comparable periods in 2021 is primarily attributable
to an increase in salaries and employee benefits, an increase in occupancy
expense, an increase in data processing expense, an increase in advertising
expense, and an increase in ATM & interchange expense, partially offset by a
decrease in provision for credit losses on unfunded commitments for the three
months ended June 30, 2022.



Salaries and employee benefits increased for the three and six months ended June
30, 2022 primarily due to an increase in the number of employees necessary to
support the Company's growth in operations and branch count as well as an
increase in incentives. The increase in occupancy expense is primarily
attributable to an increase in lease expense due to an increase in leased
branches, an increase in depreciation expense resulting from the opening of a
new branch, and an increase in utilities due to an increase in cost of
energy. The Company anticipates that salaries and employee benefits expense and
occupancy expense will continue to increase as the Company's operations and
facilities continue to grow and competition to retain and attract associates is
becoming more intense.



Data processing expense increased for the three and six months ended June 30,
2022 primarily due to an increase in computer maintenance, computer license
expense, and call center expense. The computer maintenance and license expenses
included movement of in-house systems to cloud servers, additional investments
in digital banking solutions, and an increase in information security expenses.
The increase in call center expense resulted from an increase in call volume due
to the call center extending their operating hours. The Company anticipates that
data processing expenses will continue to increase as the Company's operations
grow and the focus on the acceleration of digital product offerings increases.



Advertising and public relations expense increased for the three and six months
ended June 30, 2022 partially due to the opening of a new branch which included
targeted marketing efforts to drive traffic and awareness for the new location,
as well as additional targeted marketing efforts to help increase market share
in our growth areas. We also saw an increase in expenses related to the return
of in-person events, both bank hosted and those hosted by our community
partners, as COVID-19 restrictions continued to loosen. In addition, we
purchased several new marquee signs that we installed at local schools. The
Company was also the sole sponsor for a Habitat for Humanity home build.



ATM and interchange expense increased for the three and six months ended June
30, 2022 primarily due to an increase in debit card interchange fee expense due
to the volume of transactions, and an increase in economic activity.



Provision for credit losses on unfunded commitments decreased for the three months ended June 30, 2022 due primarily to decreased levels of unfunded commitments in our construction portfolio.





The efficiency ratio is a common and comparable KPI used in the banking
industry. The Company uses this metric to monitor how effective management is at
using our internal resources. It is calculated by dividing our non-interest
expense by our net interest income plus non-interest income. Our efficiency
ratio for the three months ended June 30, 2022 and 2021 was 53.70% and 61.36%,
respectively. Our efficiency ratio for the six months ended June 30, 2022 and
2021 was 56.50% and 59.62%, respectively. The decrease in the efficiency ratio
for the three and six months ended June 30, 2022 was due to increased levels of
interest income coupled with management's efforts to reduce other operating
expenses.



Income Taxes



The Company's income tax expense was $7,514,000 for the six months ended June
30, 2022, an increase of $556,000 over the comparable period in 2021. Income tax
expense was $4,343,000 for the quarter ended June 30, 2022, an increase of
$1,033,000 over the same period in 2021. The percentage of income tax expense to
net income before taxes was 22.75% and 23.80% for the six months ended June 30,
2022 and June 30, 2021, respectively, and 23.50% and 22.91% for the quarters
ended June 30, 2022 and 2021, respectively. Our effective tax rate represents
our blended federal and state rate of 26.14% affected by the impact of
anticipated favorable permanent differences between our book and taxable income
such as bank-owned life insurance, income earned on tax-exempt securities and
loans, and certain federal and state tax credits.



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Financial Condition



Balance Sheet Summary



The Company's total assets increased $121,545,000, or 3.05%, to $4,111,141,000
at June 30, 2022 from $3,989,596,000 at December 31, 2021. Total assets
increased $3,536,000, or 0.09%, at June 30, 2022 from March 31, 2022. Loans, net
of allowance for credit losses, totaled $2,737,002,000 at June 30, 2022,
a 11.98% increase compared to $2,444,282,000 at December 31, 2021, and
a 5.63% increase compared to $2,591,006,000 at March 31, 2022. In 2021,
management targeted owner-occupied commercial real estate, residential real
estate lending and consumer lending as areas of focus on growing our loan
portfolio. In 2022, management is targeting owner-occupied commercial real
estate, residential real estate lending and small business lending as areas of
focus.



The following details the loans of the Company at June 30, 2022 and December 31,
2021:



                               June 30, 2022                     December 31, 2021
                                                                                                Balance $           Balance %
                                                                                                 Increase           Increase
                        Balance       % of Portfolio        Balance       % of Portfolio        (Decrease)         (Decrease)
Residential 1-4
family real estate    $   741,595               26.62 %   $   689,579               27.63 %   $       52,016                7.54 %
Commercial and
multi-family real
estate                    930,093               33.39         908,673               36.41             21,420                2.36
Construction, land
development and
farmland                  793,775               28.50         612,659               24.55            181,116               29.56
Commercial,
industrial and
agricultural              119,186                4.28         118,155                4.73              1,031                0.87
1-4 family equity
lines of credit           121,102                4.35          92,229                3.69             28,873               31.31
Consumer and other         79,795                2.86          74,643                2.99              5,152                6.90
Total loans before
net deferred loan
fees                  $ 2,785,546              100.00 %   $ 2,495,938              100.00 %   $      289,608               11.60 %




  Overall, the Bank's loan demand and related new loan production has continued
to be strong. The net loan growth of 11.98% from December 31, 2021, reflects the
strong production, partially offset by several large loan payoffs. The demand is
supported by the continued rise in new borrowers moving into the Bank's primary
market areas, the opening of new branches, and increased marketing efforts. The
increase in residential 1-4 family real estate loans is attributable to the Bank
being able to grow its residential portfolio through marketing efforts directed
at those building houses, and the developing investor sector of 1-4 family. The
increase in construction, land development and farmland loans, commercial and
multi-family real estate, and 1-4 family equity lines of credit is primarily
attributable to the addition of several large loan relationships. Although the
Company has continued to grow loans in 2022, the Company could experience a
decline in demand for loans as interest rates continue to rise and the economy
softens, including as a result of persistent high inflation.



Because construction loans remain a meaningful portion of our portfolio, the
Bank has implemented an additional layer of monitoring as it seeks to avoid
advancing funds that exceed the present value of the collateral securing the
loan. The responsibility for monitoring percentage of completion and
distribution of funds tied to these completion percentages is now monitored and
administered by a Credit Administration Department independent of the lending
function. The Bank continues to seek to diversify its real estate portfolio as
it seeks to lessen concentrations in any one type of loan.



For a detailed discussion regarding our allowance for credit losses, see "Provision for Credit Losses and Allowance for Credit Losses" above.





Securities increased $18,522,000, or 2.06%, to $916,107,000 at June 30, 2022
from $897,585,000 at December 31, 2021, and increased $27,587,000, or 3.10%,
from March 31, 2022 primarily due to the purchase of new securities partially
offset by an increase in interest rates that caused the fair market value of our
securities portfolio to decline. The average yield, excluding tax equivalent
adjustment, of the securities portfolio at June 30, 2022 was 1.90% with a
weighted average life of 8.08 years, as compared to an average yield of 1.59%
and a weighted average life of 8.17 years at December 31, 2021. The weighted
average lives on mortgage-backed securities reflect the repayment rate used for
book value calculations.



Premises and equipment decreased$792,000, or 1.26%, from December 31, 2021 to
June 30, 2022. The primary reason for the decrease was due to current year
depreciation of $2,237,000. This was partially offset by an increase in
leasehold improvements and an increase in furniture, fixtures and equipment from
the opening of a new branch, the remodel of one branch, as well as an increase
in equipment that was primarily attributable to the purchase of new debit card
printers for several branches and security cameras, an increase in computer
hardware and software, and the purchase of a company vehicle.



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The increase in deposits in the first six months of 2022, which is described
below, was outpaced by loan growth during the period, causing interest bearing
deposits with other financial institutions to decrease. Interest bearing
deposits with other financial institutions decreased to $183,353,000 at June 30,
2022 from $400,940,000 at December 31, 2021.

Total liabilities increased by 4.80% to $3,747,692,000 at June 30, 2022 compared
to $3,575,879,000 at December 31, 2021. Total liabilities increased $19,985,000,
or 0.54%, at June 30, 2022 from the quarter ended March 31, 2022. The increase
in total liabilities since December 31, 2021 was composed of a $155,735,000,
or 4.38%, increase in total deposits and a $16,078,000, or 77.27%, increase in
accrued interest and other liabilities. The increase in total deposits since
December 31, 2021 was primarily attributable to the opening of new deposit
accounts as well as refunds to customers from the filing of their tax
returns. The increase in accrued interest and other liabilities since December
31, 2021 was primarily attributable to an increase in reserve for unfunded
commitments due to the adoption of CECL on January 1, 2022, which resulted in an
adjustment to the opening balance of the reserve for unfunded commitments of
$6,195,000 and an increased provisioning of $217,000 during the six months ended
June 30, 2022 due to growth in off-balance sheet commitments. This increase was
also attributable to an increase in escrow payable, an increase in finance lease
payable, and an increase in employee bonus payable, partially offset by a
decrease in interest payable on CDs as customers have moved their funds to NOW
and money market accounts as a result of the recent and anticipated interest
rate increases. We expect to see a slight downward trend in deposits as
inflation has caused consumers to spend more money and as consumers seek to move
deposits from liquid funds to other higher earning investments.



Non-Performing Assets



Non-performing loans, which included nonaccrual loans and loans 90 days past
due, at June 30, 2022 totaled $1,302,000, an increase from $389,000 at December
31, 2021. The increase in non-performing loans during the six months ended June
30, 2022 of $913,000 is due primarily to the addition of one residential 1-4
family real estate loan relationship and one large consumer loan relationship
that were not 90 days past due at December 31, 2021, partially offset by one
residential 1-4 family real estate loan relationship that is no longer 90 days
past due. Management believes that it is probable that it will incur losses on
its non-performing loans but believes that these losses should not exceed the
amount in the allowance for credit losses already allocated to these loans,
unless there is unanticipated deterioration of local real estate values.



The net non-performing asset ratio (NPA) is used as a measure of the overall
quality of the Company's assets. Our NPA ratio is calculated by taking the total
of our loans greater than 90 days past due and accruing interest, nonaccrual
loans, non-performing TDRs and other real estate owned divided by our total
assets outstanding. Our NPA ratio for the periods ended June 30, 2022 and
December 31, 2021 was 0.03% and 0.01%, respectively.



Other loans may be classified as collateral dependent when the current net worth
and financial capacity of the borrower or of the collateral pledged, if any, is
viewed as inadequate and it is probable that the Company will be unable to
collect the scheduled payments of principal and interest due under the
contractual terms of the loan agreement. Such loans generally have a
well-defined weakness or weaknesses that jeopardize the liquidation of the debt,
and if such deficiencies are not corrected, there is a probability that the
Company will sustain some loss. In such cases, interest income continues to
accrue as long as the loan does not meet the Company's criteria for nonaccrual
status. Collateral dependent loans are measured at the fair value of the
collateral less estimated selling costs. If the measure of the collateral
dependent loan is less than the recorded investment in the loan, the Company
shall recognize impairment by creating a valuation allowance with a
corresponding charge to the provision for credit losses or by adjusting an
existing valuation allowance for the collateral dependent loan with a
corresponding charge or credit to the provision for credit losses.



At June 30, 2022 the Company had a recorded investment in collateral
dependent loans totaling $650,000, down from a recorded investment in impaired
loans totaling $668,000 at December 31, 2021. The decrease during the six months
ended June 30, 2022 as compared to December 31, 2021 is primarily due to the
paydown of three collateral dependent relationships. The allowance for credit
losses related to collateral dependent loans was measured based upon the
estimated fair value of related collateral.



Loans are charged-off in the month when the determination is made that the loan
is uncollectible. Net charge-offs for the six months ended June 30, 2022 were
$347,000 as compared to $107,000 in net charge-offs for the same period in 2021.
Overall, the Bank has experienced minimal charge-offs during 2022. It is
expected that charge-offs will be modest for the remainder of 2022; however,
unanticipated changes in local economic conditions may negatively impact
charge-offs in the future.



At June 30, 2022, our internally classified loans decreased $2,001,000, or
26.03%, to $5,685,000 from $7,686,000 at December 31, 2021 primarily due to the
payoff of three internally classified loan relationships. Classified loan
balances have remained relatively consistent due to the stable markets in which
we operate and economic stimulus provided in response to the COVID-19 pandemic;
however, if short-term rates continue to rise and economic conditions soften,
our classified loan balances could increase. Loans are listed as classified when
information obtained about possible credit problems of the borrower has prompted
management to question the ability of the borrower to comply with the repayment
terms of the loan agreement. The loan classifications do not represent or result
from trends or uncertainties which management expects will materially impact
future operating results, liquidity or capital resources.



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Liquidity and Asset Management





The Company's management seeks to maximize net interest income by managing the
Company's assets and liabilities within appropriate constraints on capital,
liquidity and interest rate risk. Liquidity is the ability to maintain
sufficient cash levels necessary to fund operations, meet the requirements of
depositors and borrowers, and fund attractive investment opportunities. Higher
levels of liquidity, like those we built up in response to the COVID-19
pandemic, bear corresponding costs, measured in terms of lower yields on
short-term, more liquid earning assets and higher interest expense involved in
extending liability maturities.



Liquid assets include cash, due from banks, interest bearing deposits in other
financial institutions and unpledged investment securities that will mature
within one year. The Company's primary source of liquidity is a stable core
deposit base. In addition, Federal funds purchased, FHLB advances, and brokered
deposits provide a secondary source. These sources of liquidity are generally
short-term in nature and are used to fund asset growth and meet other short-term
liquidity needs. Liquidity needs can also be met from loan payments and
investment security maturities. At June 30, 2022, the Company's liquid assets
totaled $770.2 million down from $985.9 million at December 31, 2021.
Additionally, as of June 30, 2022, the Company had available approximately
$129.2 million in unused federal funds lines of credit with regional banks and,
subject to certain restrictions and collateral requirements, approximately
$466.6 million of borrowing capacity with the Federal Home Loan Bank of
Cincinnati to meet short term funding needs. The Company maintains a formal
asset and liability management process to quantify, monitor and control interest
rate risk and to assist management as management seeks to maintain stability in
net interest margin under varying interest rate environments. The Company
accomplishes this process through the development and implementation of lending,
funding and pricing strategies designed to maximize net interest income under
varying interest rate environments subject to specific liquidity and interest
rate risk guidelines and competitive market conditions.



Analysis of rate sensitivity and rate gap analysis are the primary tools used to
assess the direction and magnitude of changes in net interest income resulting
from changes in interest rates. Included in the analysis are cash flows and
maturities of financial instruments held for purposes other than trading,
changes in market conditions, loan volumes and pricing and deposit volume and
mix. These assumptions are inherently uncertain, and, as a result, net interest
income cannot be precisely estimated nor can the impact of higher or lower
interest rates on net interest income be precisely predicted. Actual results
will differ due to timing, magnitude and frequency of interest rate changes and
changes in market conditions and management's strategies, among other factors.



The Company also uses simulation modeling to evaluate both the level of interest
rate sensitivity as well as potential balance sheet strategies. The Company's
Asset Liability Committee meets quarterly to analyze the interest rate shock
simulation. The interest rate shock simulation model is based on a number of
assumptions. These assumptions include, but are not limited to, prepayments on
loans and securities, deposit decay rates, pricing decisions on loans and
deposits, reinvestment and replacement of asset and liability cash flows and
balance sheet management strategies. We model instantaneous change in interest
rates using a growth in the balance sheet as well as a flat balance sheet to
understand the impact to earnings and capital. Based on the Company's IRR
simulation, the Company had an asset sensitive position (a positive gap) as of
June 30, 2022. Asset sensitivity means that more of the Company's assets are
capable of re-pricing over certain time frames than its liabilities. The
interest rates associated with these assets may not actually change over this
period but are capable of changing. Asset sensitivity generally should lead to
an expansion in net interest margin in a rising rate environment, but for that
to occur the Bank will need to reprice its assets more quickly than it reprices
rates it pays on deposits. Conversely, a declining rate environment and an
asset sensitive balance sheet could have a short-term negative impact on net
interest margin, as assets would likely re-price faster than liabilities.
Management regularly monitors the deposit rates of the Company's competitors.
The Company's net interest margin and earnings could be negatively impacted if
short-term rates continue to rise and competitive pressures in the Company's
market areas force the Company to hold loan yields steady or increase deposit
rates faster than it is able to increase yields on loans. As discussed elsewhere
herein, the Bank anticipates that its net interest margin is likely to expand
during the remainder of 2022 because of the Company's current balance sheet
position and the rising rate environment we are currently experiencing and
expect to continue in the near term. The Company also uses Economic Value of
Equity ("EVE") sensitivity analysis to understand the impact of changes in
interest rates on long-term cash flows, income and capital. EVE is calculated by
discounting the cash flows for all balance sheet instruments under different
interest rate scenarios. The EVE is a longer term view of interest rate risk
because it measures the present value of the future cash flows. Presented below
is the estimated impact on the Bank's net interest income and EVE as of June 30,
2022, assuming an immediate shift in interest rates:



                                             % Change from Base Case for 

Immediate Parallel Changes in Rates


                                   -200 BP(1)         -100 BP(1)           +100 BP            +200 BP         +300 BP
Net interest income                      (5.41 )%           (2.60 )%           (1.13 )%           (1.77 )%        (2.54 )%
EVE                                     (15.38 )%           (3.96 )%           (1.11 )%           (2.00 )%        (3.52 )%






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While an instantaneous and severe shift in interest rates was used in this
analysis to provide an estimate of exposure under these scenarios, we believe
that a gradual shift in interest rates would have a more modest impact. Further,
the earnings simulation model does not take into account factors such as future
balance sheet growth, changes in product mix, changes in yield curve
relationships, and changing product spreads that could mitigate any potential
adverse impact of changes in interest rates. Moreover, since EVE measures the
discounted present value of cash flows over the estimated lives of instruments,
the change in EVE does not directly correlate to the degree that earnings would
be impacted over a shorter time horizon (i.e., the current year). Further, EVE
does not take into account factors such as future balance sheet growth, changes
in product mix, changes in yield curve relationships, hedging strategies that we
may institute, and changing product spreads that could mitigate any potential
adverse impact of changes in interest rates.



Interest rate risk (sensitivity) management focuses on the earnings risk associated with changing interest rates. Management seeks to maintain profitability in both immediate and long-term earnings through funds management/interest rate risk management. The Company's rate sensitivity position has an important impact on earnings. Senior management of the Company analyzes the rate sensitivity position quarterly. Management focuses on the spread between the Company's cost of funds and interest yields generated primarily through loans and investments.





The Company's securities portfolio consists of earning assets that provide
interest income. Securities classified as available-for-sale include securities
intended to be used as part of the Company's asset/liability strategy and/or
securities that may be sold in response to changes in interest rate, prepayment
risk, or the need to fund loan demand. At June 30, 2022, securities totaling
appro ximately $30,204,000 mature or will be subject to rate adjustments within
the next twelve months.

A secondary source of liquidity is the Company's loan portfolio. At June 30,
2022 , loans totaling appr oximately $855,017,000 either will become du e or
will be subject to rate adjustments within twelve months from that date.

As for liabilities, at June 30, 2022 , certificates of deposit of $250,000 or
greater totaling approxi mately $99,201,000 will beco me due or reprice during
the next twelve months. Historically, there has been no significant reduction in
immediately withdrawable accounts such as negotiable order of withdrawal
accounts, money market demand accounts, demand deposit accounts and regular
savings accounts. Management anticipates that there will be no significant
withdrawals from these accounts in the future.



Management believes that with present maturities, the anticipated growth in deposit base, and the efforts of management in its asset/liability management program, liquidity will not pose a problem in the near term future.

Off Balance Sheet Arrangements





At June 30, 2022, we had unfunded loan commitments outstanding of
$1,273,534,000 and outstanding standby letters of credit of $98,496,000. Because
these commitments generally have fixed expiration dates and many will expire
without being drawn upon, the total commitment level does not necessarily
represent future cash requirements. If needed to fund these outstanding
commitments, the Bank has the ability to liquidate federal funds sold or
securities available-for-sale or on a short-term basis to borrow and purchase
federal funds from other financial institutions. Additionally, the Bank could
sell participations in these or other loans to correspondent banks. As mentioned
above, the Bank has been able to fund its ongoing liquidity needs through its
stable core deposit base, loan payments, investment security maturities and
short-term borrowings.



Capital Position and Dividends





At June 30, 2022, total stockholders' equity was $363,449,000, or 8.84% of total
assets, which compares with $413,717,000, or 10.37% of total assets, at December
31, 2021. The dollar decrease in stockholders' equity during the six months
ended June 30, 2022 is the result of the net effect of a $74,550,000 unrealized
loss on investment securities net of applicable income tax benefit
of $26,377,000, cash dividends declared of $12,360,000, net of
$9,613,000 reinvested under the Company's dividend reinvestment
plan, $371,000 related to stock option compensation, and $1,011,000 related to
the cumulative effect of change in accounting principle for the adoption of
CECL, partially offset by the Company's net income of $25,512,000 and proceeds
from the issuance of common stock related to exercise of stock options of
$96,000. Also included was $2,000 of net income related to minority interest and
$37,000 in non-controlling contributions related to Encompass.



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