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, 2022 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, 2022, 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) the sale of investment securities in
a loss position before the value of the securities recovers, including as a
result of asset liability management strategies or in response to liquidity
needs, (vi) 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, (vii) the ability to grow and retain low-cost core deposits and
retain large uninsured deposits, including during times when the Bank is seeking
to limit the rates it pays on deposits or uncertainty exists in the financial
services sector, (viii) significant downturns in the business of one or more
large customers, (ix) 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, (x) 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, (xi) changes in capital levels
and loan underwriting, credit review or loss reserve policies associated with
economic conditions, examination conclusions, or regulatory developments,
(xii) inadequate allowance for credit losses, (xiii) the effectiveness of the
Company's activities in improving, resolving or liquidating lower quality
assets, (xiv) results of regulatory examinations, (xv) 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, (xvi) the possibility of additional increases to compliance
costs or other operational expenses as a result of increased regulatory
oversight, (xvii) loss of key personnel, and (xviii) 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. 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



Information regarding the impact of the COVID-19 pandemic on our financial
condition and results of operations as of and for the three months ended March
31, 2023 and the comparable prior year period is noted throughout "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
this Quarterly Report on Form 10-Q.



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.



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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 stockholders' equity," and "pre-tax
pre-provision annualized return on average assets." A reconciliation of these
measures to the comparable GAAP measures is included below.



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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 Ended
                                                              March 31,
                                                                                             2023 - 2022
                                                                                           Percent Increase
                                                    2023                     2022             (Decrease)
PER SHARE DATA:
Basic earnings per common share (GAAP)         $         1.20           $         1.01                18.81 %
Pre-tax pre-provision basic earnings per
share (1)                                      $         1.61           $         1.53                 5.24 %
Diluted earnings per common share (GAAP)       $         1.20           $         1.01                18.81 %
Cash dividends per common share                $         0.75           $         0.75                    - %
Dividends declared per common share as a
percentage of basic earnings per common
share                                                   62.50 %                  74.26 %             (15.83 )%



(1) Excludes income tax expense, provision for credit losses-loans and provision for credit losses on off-balance sheet exposures.





                                                 As of or For the Three Months Ended
                                                              March 31,
                                                                                              2023 - 2022
                                                                                           Percent Increase
                                                    2023                     2022             (Decrease)
PERFORMANCE RATIOS:
Annualized return on average stockholders'
equity (GAAP) (1)                                       14.65 %                  11.70 %               25.21 %
Pre-tax pre-provision annualized return on
average stockholders' equity (2)                        19.69 %                  17.75 %               10.93 %
Annualized return on average assets (GAAP)
(3)                                                      1.30 %                   1.15 %               13.04 %
Pre-tax pre-provision annualized return on
average assets (2)                                       1.74 %                   1.74 %                   - %
Efficiency ratio (GAAP) (4)                             56.14 %                  56.29 %               (0.27 )%



(1) Annualized return on average stockholders' equity is the result of net income for the reported period on an annualized basis, divided by average stockholders' equity for the period.

(2) Excludes income tax expense, provision for credit losses-loans and provision for credit losses on off-balance sheet exposures.

(3) Annualized return on average assets is the result of net income for the reported period on an annualized basis, divided by average assets for the period.

(4) Efficiency ratio is the ratio of noninterest expense to the sum of net interest income and non-interest income.





                                                                                         2023 - 2022
                                                                   

December 31, Percent Increase


                                                March 31, 2023          2022             (Decrease)
BALANCE SHEET RATIOS:
Total capital to assets ratio                              8.69 %            8.41 %                3.33 %
Equity to asset ratio (Average equity
divided by average total assets)                           8.84 %            8.99 %               (1.67 )%
Tier 1 capital to average assets                          10.70 %           11.18 %               (4.29 )%
Non-performing asset ratio                                 0.02 %            0.02 %                   - %
Book value per common share                    $          33.60     $       31.42                  6.94 %




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Reconciliation of Non-GAAP Financial Measures





                                                                     Three Months Ended
                                                            March 31, 2023        March 31, 2022
Pre-tax pre-provision income:
Net income attributable to common stockholders (GAAP)      $         13,841      $         11,373
Add: provision for credit losses                                      1,962                 1,892
Add: provision expense (benefit) for credit losses on
unfunded commitments                                                 (1,278 )                 825
Add: income tax expense                                               4,071                 3,171
Pre-tax pre-provision income                               $         18,596      $         17,261

Pre-tax pre-provision basic earnings per share:
Pre-tax pre-provision income                               $         18,596      $         17,261
Weighted average shares                                          11,543,497            11,276,121

Basic earnings per common share (GAAP)                     $           1.20      $           1.01
Provision for credit losses                                $           0.17      $           0.17
Provision expense (benefit) for credit losses on
unfunded commitments                                       $          (0.11 )    $           0.07
Income tax expense                                         $           0.35      $           0.28
Pre-tax pre-provision basic earnings per common share      $           1.61      $           1.53

Pre-tax pre-provision annualized return on average
assets:
Pre-tax pre-provision income                               $         18,596      $         17,261
Average assets                                                    4,333,731             4,018,591

Annualized return on average assets (GAAP)                             1.30 %                1.15 %
Provision for credit losses                                            0.18 %                0.19 %
Provision expense (benefit) for credit losses on
unfunded commitments                                                  (0.12 )%               0.08 %
Income tax expense                                                     0.38 %                0.32 %

Pre-tax pre-provision annualized return on average assets

                                                                 1.74 %                1.74 %

Pre-tax pre-provision annualized return on average stockholders' equity: Pre-tax pre-provision income

                               $         18,596      $         17,261
Average total stockholders' equity                                  383,045               394,376

Annualized return on average stockholders' equity (GAAP)              14.65 %               11.70 %
Provision for credit losses                                            2.08 %                1.95 %
Provision expense (benefit) for credit losses on
unfunded commitments                                                  (1.35 )%               0.85 %
Income tax expense                                                     4.31 %                3.25 %
Pre-tax pre-provision annualized return on average
stockholders' equity                                                  19.69 %               17.75 %




Results of Operations



Net earnings of the Company increased $2,468,000, or 21.70%, to $13,841,000 for
the three months ended March 31, 2023, from $11,373,000 in the first three
months of 2022. The increase in net earnings during the three months ended March
31, 2023 as compared to the prior year comparable period was primarily due to an
increase in net interest income, partially offset by a decrease in non-interest
income, and an increase in non-interest expense. The increase in net interest
income for the three months ended March 31, 2023 compared to the comparable
period in 2022 is due to an increase in average interest earning asset balances
and an increase in the yield earned on interest earning assets, partially offset
by an increase in cost of funds. The increase in the yield earned on interest
earning assets is primarily due to the increase in rates experienced since the
1st quarter 2022 as the Federal Reserve increased the fed funds rate by 475
basis points. The increase in cost of funds for the three months ended March 31,
2023 when compared to the comparable period in 2022 occurred as we increased the
rates we are paying on our deposit products as a result of competitive pressures
in our markets and the impact of the rising rate environment. The decrease in
non-interest income for the three months ended March 31, 2023 compared to the
comparable periods in 2022 primarily resulted from a decrease in the gain on
sale of loans which resulted from a decrease in the volume of refinancing and
purchase money transactions for residential real estate loans due to
higher mortgage interest rates. The increase in non-interest expense for the
three months ended March 31, 2023 compared to the comparable periods in 2022
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 for the relevant period 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 three month periods ended March 31, 2023 and 2022 was 1.30% and 1.15%,
respectively. The ROE for the three month periods ended March 31, 2023 and
2022 was 14.65% and 11.70%, respectively.



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Net Interest Income


The average balances, interest, and average rates of our assets and liabilities for the three month periods ended March 31, 2023 and March 31, 2022 are presented in the following table (dollars in thousands):





                                           Three Months Ended                                       Three Months Ended                                        Net Change Three Months Ended
                                             March 31, 2023                                           March 31, 2022                                      March 31, 2023 versus March 31, 2022
                                                                     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) $ 3,206,593

                5.56 %   $   43,284     $       2,535,031                4.82 %   $   29,604     $         8,645      $       5,035     $     13,680
Investment
securities-taxable                  763,968                2.38          4,485               832,808                1.57          3,231              (1,692 )            2,946            1,254
Investment
securities-tax exempt                67,965                2.33            390                77,525                1.69            324                (227 )              293               66
Taxable equivalent
adjustment (3)                            -                0.62            104                     -                0.45             86                 (61 )               79               18
Total tax-exempt
investment securities                67,965                2.95            494                77,525                2.14            410                (288 )              372               84
Total investment
securities                          831,933                2.43          4,979               910,333                1.62          3,641              (1,980 )            3,318            1,338
Loans held for sale                   3,523                8.17             71                12,655                4.94            154                (473 )              390              (83 )
Federal funds sold                    3,579                4.76             42                27,290                0.10              7                 (48 )               83               35
Accounts with
depository institutions              71,575                3.32            586               366,849                0.16            145                (892 )            1,333              441
Restricted equity
securities                            3,835                7.51             71                 5,089                2.71             34                 (55 )               92               37
Total earning assets              4,121,038                4.89         49,033             3,857,247                3.58         33,585               5,197             10,251           15,448         46.00 %
Cash and due from banks              25,293                                                   23,214
Allowance for credit
losses                              (39,649 )                                                (39,476 )
Bank premises and
equipment                            61,917                                                   62,828
Other assets                        165,132                                                  114,778
Total assets              $       4,333,731
       $       4,018,591




                                           Three Months Ended                                       Three Months Ended                                        Net Change Three Months Ended
                                             March 31, 2023                                           March 31, 2022                                      March 31, 2023 versus March 31, 2022
                                                                     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       $       1,029,312                0.50 %   $    1,260     $       1,056,065                0.18 %   $      465     $           (83 )    $         878     $        795
Money market demand
accounts                          1,213,698                1.45          4,344             1,219,000                0.11            342                 (11 )            4,013            4,002
Time Deposits                       945,595                3.00          6,987               581,088                0.85          1,221               1,150              4,616            5,766
Other savings                       332,515                1.06            869               309,205                0.13            100                   8                761              769
Total interest-bearing
deposits                          3,521,120                1.55         13,460             3,165,358                0.27          2,128               1,064             10,268           11,332
Federal Home Loan Bank
advances                                256                3.17              2                     -                   -              -                   2                  -                2
Finance leases                        2,276                2.85             16                   818                7.93             16                  62                (62 )              -
Fed funds purchased                   2,038                4.18             21                     -                   -              -                  21                  -               21
Total interest-bearing
liabilities                       3,525,690                1.55         13,499             3,166,176                0.27          2,144               1,149             10,206           11,355        529.62 %
Non-interest bearing
deposits                            402,861                                                  426,676
Other liabilities                    22,135                                                   31,363
Stockholders' equity                383,045                                                  394,376
Total liabilities and
stockholders' equity      $       4,333,731                                        $       4,018,591
Net interest income, on
a tax equivalent basis                                              $   35,534                                               $   31,441     $         4,048      $          45     $      4,093         13.02 %
Net interest margin (4)                                    3.56 %                                                   3.36 %
Net interest spread (5)                                    3.34 %                                                   3.31 %




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 $2.8 million are included in interest income for the period
ended March 31, 2023. Loan fees of $3.0 million are included in interest income
for the period ended March 31, 2022, inclusive of $102,000 in  2022 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 months ended March 31, 2023 and 2022, were as follows:





                                                              Three Months Ended March 31,
                                                        2023                                2022
                                            Interest                            Interest
                                             Income         Average Yield        Income         Average Yield
Loan yield components:
Contractual interest rates                      40,532                5.13 %        26,572                4.25 %
Origination and other fee income                 2,752                0.35 %         2,930                0.47 %
PPP loan fee income                                  -                   - %           102                0.02 %
Loan tax credits                                   670                0.08 %           500                0.08 %
Total                                      $    43,954                5.56 %   $    30,104                4.82 %




Net interest margin for the three months ended March 31, 2023 and 2022 was
3.56% and 3.36%, respectively. The increase in net interest margin for the three
months ended March 31, 2023  compared to the three months ended March 31, 2022
was due to an increase in the yield earned on our earning assets and an increase
in earning assets partially offset by an increase in cost of funds and an
increase in deposit balances, including brokered deposits. 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 475 basis points from March 31, 2022 through the end of the
1st quarter of 2023 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. The Bank anticipates that its net interest
margin is likely to contract throughout 2023 because of the rising short-term
interest rates and the impact of competitive pressures in our market,
which pressure the Bank's deposit pricing and contribute to a compression in
our margin. The increase in brokered deposits, which can carry higher rates than
core deposits, that we experienced in the first quarter of 2023, is also likely
to negatively impact our net interest margin. The yield on loans increased
during the three months ended March 31, 2023 when compared to the comparable
period in 2022 due to the higher rates charged on new loans and the repricing of
a portion of the Bank's variable rate loan portfolio. The net interest spread
was 3.34% and 3.31% for the three months ended March 31, 2023 and March 31,
2022, respectively.



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 months ended March 31,
2023 totaled $35,430,000 compared to $31,355,000 for the same period in 2022, an
increase of $4,075,000.



The increase in interest income for the three months ended March 31, 2023 when
compared to the three months ended March 31, 2022 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 and an
increase in rates as mentioned above. The ratio of average earning assets to
total average assets for the three months ended March 31,
2023 was 95.1% compared to 96.0% for the same period in 2022.



Interest expense increased in the three months ended March 31, 2023 when
compared to the comparable period in 2022, as competitive pressures required the
Bank to raise rates paid on deposits as well as the Bank's customers shifting
deposits from non-interest bearing accounts to interest bearing accounts. We
expect deposit costs to continue to increase during the remainder of 2023 due to
those same factors and the expected repricing of a portion of the Bank's time
deposits that are currently below the current market rates.



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Provision 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 determination
of the amount of the allowance is complex and involves a high degree of judgment
and subjectivity. Refer to Note 1, "Summary of Significant Accounting Policies"
in the notes to our consolidated financial statements appearing elsewhere in
this Quarterly Report on Form 10-Q for a detailed discussion regarding ACL
methodology.



The provision for credit losses-loans was $1,962,000 and $1,892,000 for the periods ended March 31, 2023 and 2022, respectively. The provision for credit losses on off-balance sheet exposures was ($1,278,000) and $825,000 for the three-month period ended March 31, 2023 and 2022, respectively.





Although loan growth tapered from $141,545,000 for the period ended March 31,
2022 to $114,619,000 during the period ended March 31, 2023, our provision for
credit losses - loans increased $70,000 when comparing the two periods. We
increased our historical modeled loss rates and reduced our qualitative
adjustments during the first quarter 2023 due to changes in our macroeconomic
forecasts, which are discussed below under "Allowance for Credit Losses". The
increase in our modeled historical loss rate slightly outpaced the reduction in
our qualitative adjustments, which resulted in a provision for credit losses -
loans comparable to our provision for credit losses - loans for the three months
ended March 31, 2022, despite a decrease in the overall volume of loans
originated during the period. The downward adjustment of our qualitative
factor relating to changes in international, national, regional, and local
conditions was due to the March 31, 2023 macroeconomic forecast capturing the
potential for a recession, that was not captured in our previous
forecasts. The decrease in the provision for credit losses-off-balance sheet
credit exposures for the three months ended March 31, 2023 was the result of
a decrease in our off-balance sheet commitments and an increase in our
unconditionally cancellable commitments.



The following detail provides a breakdown of the provision for credit loss-loans expense and net (charge-offs) recoveries at March 31, 2023 and 2022:





                                                           In Thousands, Except Percentages
                                       Provision
                                      for Credit
                                        Loss -                                                    Ratio of Net
                                         Loans                                                    (Charge-offs)
                                        Expense       Net (Charge-Offs)                           Recoveries to
                                       (Benefit)          Recoveries          Average Loans       Average Loans

March 31, 2023
Residential 1-4 family real estate    $       647     $                -     $       860,301                   - %
Commercial and multi-family real
estate                                        387                      -           1,076,520                   -
Construction, land development and
farmland                                      488                      4             900,627                   -
Commercial, industrial and
agricultural                                  118                      -             124,144                   -
1-4 family equity lines of credit              54                      -             152,754                   -
Consumer and other                            268                   (333 )            92,247               (0.36 )
Total                                 $     1,962     $             (329 )   $     3,206,593               (0.01 )%
March 31, 2022
Residential 1-4 family real estate    $        53     $                8     $       687,794                   - %
Commercial and multi-family real
estate                                        619                      -             920,859                   -
Construction, land development and
farmland                                      902                      3             637,619                   -
Commercial, industrial and
agricultural                                   33                      7             116,623                0.01
1-4 family equity lines of credit              83                      -              96,586                   -
Consumer and other                            202                   (200 )            75,550               (0.26 )
Total                                 $     1,892     $             (182 )   $     2,535,031               (0.01 )%




Following our adoption of CECL, the provision for credit losses-loans charged to
operating expense requires us to estimate all expected credit losses over the
remaining life of our loan portfolio. Other factors which, in management's
judgment, deserve current recognition in estimating expected credit losses
include growth and composition of the loan portfolio, review of specific problem
loans, the relationship of the allowance for credit losses to outstanding loans,
adverse situations that may affect our borrowers' ability to repay, the
estimated value of any underlying collateral and current economic conditions
that may affect our borrowers' ability to pay.



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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 months ended March 31, 2023 and
2022 (in thousands):



                                                          Three Months Ended March 31,
                                                                        $ Increase        % Increase
                                             2023          2022         (Decrease)        (Decrease)
Service charges on deposit accounts        $   1,868     $   1,719     $         149              8.67 %
Brokerage income                               1,652         1,739               (87 )           (5.00 )

Debit and credit card interchange income 1,972 1,794

      178              9.92
Other fees and commissions                       337           308                29              9.42
Income on BOLI and annuity contracts             442           335               107             31.94
Gain on sale of loans                            730         2,214            (1,484 )          (67.03 )
Mortgage servicing income                          3             -                 3            100.00
Gain (loss) on sale of fixed assets              (42 )          28               (70 )         (250.00 )
Gain (loss) on sale of other assets               (1 )           8                (9 )         (112.50 )
Other income (expense)                            42           (10 )              52            520.00
Total non-interest income                  $   7,003     $   8,135     $      (1,132 )          (13.92 %)




The decrease in non-interest income for the three months ended March 31,
2023 when compared to the comparable periods in 2022 is primarily attributable
to a decrease in gain on sale of loans and a loss on the sale of fixed assets,
partially offset by an increase in service charges on deposit accounts, an
increase in debit and credit card interchange income, and an increase in income
on BOLI and annuity contracts.



The decrease in gain on sale of loans for the three months ended March 31, 2023
was due to the higher interest rate environment which contributed to weakened
demand for purchase money mortgage loans and refinancing transactions. The
volume of mortgage loans originated for the three months ended March 31,
2023 was $20,826,000 compared to $53,117,000 for the three months ended March
31, 2022. The mortgage industry expects volume to remain lower during 2023. In
anticipation of the slowing of mortgage origination volume due to the
higher 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 loss on sale of fixed assets in the first quarter of 2023 was attributable to the sale of a company vehicle.

The increase in service charges on deposit accounts for the three months ended March 31, 2023 primarily was due to an increase in non-sufficient funds charges.





The increase in debit and credit card interchange income for the three months
ended March 31, 2023 was due to an increase in the number and volume of debit
and credit card holders and transactions.



The increase in income on BOLI and annuity contracts was attributable to the purchase of an additional policy.


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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, 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 months ended March 31, 2023 and 2022 (in thousands):



                                                           Three Months Ended March 31,
                                                                         $ Increase         % Increase
                                             2023          2022          (Decrease)         (Decrease)
Salaries and employee benefits             $  15,017     $  14,396     $          621               4.31 %
Occupancy expenses, net                        1,414         1,348                 66               4.90
Advertising & public relations expense           768           659                109              16.54
Furniture and equipment expense                  830           856                (26 )            (3.04 )
Data processing expense                        2,212         1,757                455              25.90
Directors' fees                                  144           153                 (9 )            (5.88 )
Audit, legal & consulting expenses               267           227                 40              17.62
Other operating expenses                       3,170         2,833                337              11.90
Total non-interest expense                 $  23,822     $  22,229     $        1,593               7.17 %



The increase in non-interest expense for the three months ended March 31, 2023 when compared to the comparable periods in 2022 is primarily attributable to increases in salaries and employee benefits, data processing expense, advertising expense, and other operating expenses.





Salaries and employee benefits increased for the three months ended March 31,
2023 compared to the comparable period in 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 recruiting costs



The increase in occupancy expense for the three months ended March 31, 2023 compared to the comparable period in 2022 is primarily attributable to ongoing branch maintenance and repairs.





Data processing expense increased for the three months ended March 31,
2023 compared to the comparable period in 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 Company anticipates that data
processing expenses will continue to increase as the Company's operations grow
and the Company places additional emphasis on the acceleration of digital
product offerings.



Advertising and public relations expense increased for the three months ended
March 31, 2023 due to an increase in customer acquisition costs as well as an
overall increase in the cost of marketing materials.



The increase in other operating expenses is primarily due to an increase in FDIC
assessment costs due to the Bank's growth in 2022, as well as the purchase of
new products for customers and the conversion of several account types. The Bank
expects our FDIC assessment cost to increase during the remainder of 2023 due to
the recent bank failures.



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 March 31, 2023 and 2022 was 56.14% and 56.29%,
respectively. The improvement in the efficiency ratio in the first three months
of 2023 is due to the increase in net interest income offsetting the impact of
the higher non-interest expense.



Income Taxes



The Company's income tax expense was $4,071,000 for the three months ended March
31, 2023, an increase of $900,000 over the comparable period in 2022. The
percentage of income tax expense to net income before taxes was
22.71% and 21.80% for the three months ended March 31, 2023 and 2022,
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 $191,108,000, or 4.46%, to $4,476,758,000
at March 31, 2023 from $4,285,650,000 at December 31, 2022. Loans, net of
allowance for credit losses, totaled $3,227,138,000 at March 31, 2023, a 3.64%
increase compared to $3,113,796,000 at December 31, 2022. In 2022, management
targeted owner-occupied commercial real estate, residential real estate lending
and small business lending as areas of focus. In 2023, management is targeting
these same areas as areas of focus. Total liabilities increased by 4.15% to
$4,087,918,000 at March 31, 2023 compared to $3,925,198,000 at December 31,
2022.



Loans

The following details the loans of the Company at March 31, 2023 and December
31, 2022:



                              March 31, 2023                     December 31, 2022
                                                                                                Balance $           Balance %
                                                                                                 Increase           Increase
                        Balance       % of Portfolio        Balance       % of Portfolio        (Decrease)         (Decrease)
Residential 1-4
family real estate    $   875,547               26.67 %   $   854,970               26.99 %   $       20,577                2.41 %
Commercial and
multi-family real
estate                  1,101,151               33.55       1,064,297               33.60             36,854                3.46
Construction, land
development and
farmland                  932,107               28.40         879,528               27.76             52,579                5.98
Commercial,
industrial and
agricultural              125,115                3.81         124,603                3.93                512                0.41
1-4 family equity
lines of credit           156,236                4.76         151,032                4.77              5,204                3.45
Consumer and other         92,225                2.81          93,332                2.95             (1,107 )             (1.19 )
Total loans before
net deferred loan

fees                  $ 3,282,381              100.00 %   $ 3,167,762              100.00 %   $      114,619                3.62 %




  Overall, the Bank's loan demand and related new loan production has continued
to be strong, though loan demand slightly slowed in the second half of 2022. The
net loan growth of 3.64% from December 31, 2022 reflects the continued emphasis
of management on growing the loan portfolio. Contributing to the Company's loan
growth in the first quarter were the continued population growth and corporate
relocations in 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 successfully growing its residential portfolio
through enhanced marketing efforts directed at homebuilders in the Company's
market areas, and the increase the Company is seeing in the 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 continued economic growth and expansion in
the Bank's primary market areas. Although the Company has continued to grow
loans through March 2023, the Company expects to experience a decline in demand
for loans as interest rates continue to rise, particularly if the economy
worsens including as a result of persistent high inflation and the recessionary
environment some are predicting for 2023.



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.



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 for loans 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 on loans.

The allowance for credit losses for loans represents the portion of the loan's
amortized cost basis that we do not expect to collect due to credit losses over
the loan's life, considering past events, current conditions, and reasonable and
supportable forecasts of future economic conditions considering macroeconomic
forecasts. Loan losses are charged against the allowance when we believe the
uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any,
are credited to the allowance. The allowance for credit losses for loans is
based on the loan's amortized cost basis, excluding accrued interest
receivables, as we promptly charge off accrued interest receivable determined to
be uncollectible. We determine the appropriateness of the allowance through
quarterly discounted cash flow modeling of the loan portfolio which
considers lending-related commitments and other relevant factors, including
macroeconomic forecasts and historical loss rates. In future quarters, we may
update information and forecasts that may cause significant changes in the
estimate in those future quarters.

Our allowance for credit losses at  March 31, 2023  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. Provision for credit losses in  2023  resulted in an increase of
the allowance for credit losses (net of charge-offs and recoveries) to
$41,446,000  at  March 31, 2023  from  $39,813,000  at  December 31, 2022 . The
allowance for credit losses was  1.27% of total loans outstanding at  March 31,
2023  compared to  1.26% at  December 31, 2022 . The internally classified loans
as a percentage of the allowance for credit losses were  14.3% and  16.0%
respectively, at  March 31, 2023 and December 31, 2022 .



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The following schedule provides an allocation of the allowance for credit losses
on loans by portfolio segment for the Company as of  March 31, 2023  and
December 31, 2022 :



                                                  In Thousands, Except Percentages
                                                                                          Ratio of
                                                     Percent of                           Allowance
                                  Amount of         Loans in Each                       Allocated to
                                  Allowance          Category to                        Loans in Each
                                  Allocated          Total Loans       Total Loans        Category
March 31, 2023
Residential 1-4 family real
estate                         $          7,957              26.7 %   $     875,547              0.91 %
Commercial and multi-family
real estate                              15,686              33.5         1,101,151              1.42
Construction, land
development and farmland                 13,797              28.4           932,107              1.48
Commercial, industrial and
agricultural                              1,555               3.8           125,115              1.24
1-4 family equity lines of
credit                                    1,224               4.8           156,236              0.78
Consumer and other                        1,227               2.8            92,225              1.33
Total                          $         41,446             100.0 %       3,282,381              1.26
Net deferred loan fees                                                      

(13,797 )

$   3,268,584              1.27 %
December 31, 2022
Residential 1-4 family real
estate                         $          7,310              27.0 %   $     854,970              0.86 %
Commercial and multi-family
real estate                              15,299              33.6         1,064,297              1.44
Construction, land
development and farmland                 13,305              27.8           879,528              1.51
Commercial, industrial and
agricultural                              1,437               3.9           124,603              1.15
1-4 family equity lines of
credit                                    1,170               4.8           151,032              0.77
Consumer and other                        1,292               2.9            93,332              1.38
Total                          $         39,813             100.0 %       3,167,762              1.26
Net deferred loan fees                                                      (14,153 )
                                                                      $   3,153,609              1.26 %




The allowance for credit losses is an amount that management believes will be
adequate to absorb expected losses on existing loans that may become
uncollectible. The allowance for credit losses as a percentage of total loans
outstanding at March 31, 2023 , net of deferred fees, increased from the
year ended  December 31, 2022 . This increase was due to an increase
in provision expense due to loan growth.

We measure expected credit losses over the life of each loan utilizing two
models. For residential 1-4 family, commercial and multi-family real estate,
construction and land development, commercial and industrial, 1-4 family equity
lines of credit, municipal, and certain other loan types, we use discounted cash
flow models which measure probability of default and loss given default. For
farmland, agricultural, credit cards, auto, and other consumer loans we use the
remaining life method to estimate credit losses. The measurement of expected
credit losses for loan segments utilizing discounted cash flow is impacted by
certain macroeconomic variables. Models are adjusted to reflect the current
impact of certain macroeconomic variables as well as their expected changes over
a reasonable and supportable forecast period.

In estimating expected credit losses as of March 31, 2023 , we utilized the
Moody's Analytics March 2023 Next-Cycle Recession Scenario (the "March NC-R
Scenario") to forecast the macroeconomic variables used in our models. The March
NC-R Scenario was based on the review of a variety of surveys of forecasts of
the U.S. economy. The March NC-R Scenario projections included, among other
things, (i) U.S. Gross Domestic Product ("GDP") annualized quarterly growth
rates in the range of approximately (1.13)% to 2.19% during the next 12 months
and (1.51)% to 1.86% in the following 12 months; (ii) a U.S. unemployment
rate in the range of approximately 3.68% to 5.58% during the next 12 months and
5.00% to 5.99% in the following 12 months; and (iii) a Home Price Index
annualized quarterly growth rates in the range of approximately (5.93)% to
0.46% during the next 12 months and (7.51)% to (3.73)% in the following 12
months. As a result of these changes in the macroeconomic factors, we increased
our historical modeled loss rate during the first quarter of 2023.

We adjust model results using qualitative factor ("Q-factor")
adjustments. Q-Factor adjustments are based upon management judgment and current
assessment as to the impact of risks related to changes in lending policies and
procedures; economic and business conditions; loan portfolio attributes and
credit concentrations; and external factors, among other things, that are not
already captured within the modeling inputs, assumptions and other processes.
Management assesses the potential impact of such items within a range of major
risk to improvement and adjusts the modeled expected credit loss by an aggregate
adjustment percentage based upon the assessment. We increased our historical
modeled loss rates during the first quarter 2023 due to changes in our
macroeconomic forecasts, which are discussed above, and reduced our qualitative
adjustments. The downward adjustment of our qualitative factor relating to
changes in international, national, regional, and local conditions was due to
the March 31, 2023 macroeconomic forecast capturing the potential for a
recession, that was not captured in our previous forecasts.

Wilson 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. Net charge-offs
increased to  $329,000  for the three months ended March 31, 2023 , compared
to net charge-offs of $182,000  for the same period in 2022 . The ratio of net
charge-offs to average total outstanding loans was 0.01% for the  three months
ended March 31, 2023 and 2022 . Overall, the Bank experienced minimal
charge-offs during three months ended March 31, 2023 . It is expected that
charge-offs will be modest for 2023; however, a deterioration in local economic
conditions may negatively impact charge-offs in the future.



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We also maintain an allowance for credit losses on off-balance sheet exposures,
which decreased  $1,278,000  from  December 31, 2022  to $4,858,000  at  March
31, 2023 as a result of a decrease in our off-balance sheet commitments and an
increase in our unconditionally cancellable commitments.

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 March 31, 2023 to be adequate, but if forecasted economic
conditions do not meet 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.

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





Securities



Securities increased $11,265,000, or 1.37%, to $834,077,000 at March 31, 2023
from $822,812,000 at December 31, 2022, primarily due to an increase of the fair
value of our securities caused by an improvement in the underlying market
conditions. The average yield, excluding tax equivalent adjustment, of the
securities portfolio at March 31, 2023 was 2.15% with a weighted average life of
8.58 years, as compared to an average yield of 2.15% and a weighted average life
of 8.25 years at December 31, 2022. The weighted average lives on
mortgage-backed securities reflect the repayment rate used for book value
calculations.



Premises and Equipment



Premises and equipment decreased$262,000, or 0.42%, from December 31, 2022 to
March 31, 2023. The primary reason for the decrease was due to current year
depreciation of $1,117,000, offset by the purchase of equipment and furniture
and fixtures for two branches as well as an increase in computer software.



Deposits and Other Liabilities





The increase in deposits in the first three months of 2023, which is described
below, outpaced loan growth during the period, causing interest bearing deposits
with other financial institutions to increase. Interest bearing deposits with
other financial institutions increased to $124,867,000 at March 31, 2023
from $78,948,000 at December 31, 2022. Included in deposits at March 31, 2023
were $74,272,000 in brokered deposits, compared to $35,024,000 at December 31,
2022. The increase in brokered deposits from December 31, 2022 to March 31, 2023
was the result of management's decision to increase liquidity to fund
anticipated loan growth during the remainder of 2023.



The average balance and weighted average interest rate paid for deposit types for the quarters ended March 31, 2023, December 31, 2022 and March 31, 2022 are detailed in the following schedule:





                               March 31, 2023               December 31, 2022                March 31, 2022
                           Average                        Average                        Average
                           Balance                        Balance                        Balance
                             In           Average           In           Average           In           Average
                          Thousands         Rate         Thousands         Rate         Thousands         Rate
Non-interest bearing
deposits                 $   402,861              - %   $   431,935              - %   $   426,676              - %
Interest-bearing
deposits:
Negotiable order of
withdrawal accounts        1,029,312           0.50       1,081,111           0.40       1,056,065           0.18
Money market demand
accounts                   1,213,698           1.45       1,252,302           1.06       1,219,000           0.11
Time deposits                945,595           3.00         679,526           1.62         581,088           0.85
Other savings                332,515           1.06         342,818           0.70         309,205           0.13
Total interest-bearing
deposits                   3,521,120           1.55 %     3,355,757           0.93 %     3,165,358           0.27 %
Total deposits           $ 3,923,981           1.39 %   $ 3,787,692           0.82 %   $ 3,592,034           0.24 %




At March 31, 2023 and December 31, 2022, we estimate that we had approximately
$1.2 billion in uninsured deposits, which are the portion of deposit amounts
that exceed the FDIC insurance limit.



Principal maturities of certificates of deposit and individual retirement accounts at March 31, 2023 are as follows:





              In Thousands
Maturity
2023         $      483,594
2024                420,505
2025                120,657
2026                 14,833
2027                 22,869
Thereafter            3,981
             $    1,066,439




The increase in other liabilities since December 31, 2022 was composed of a
$156,638,000, or 4.02% increase in total deposits and a $6,082,000, or 18.72%,
increase in accrued interest and other liabilities. The increase in total
deposits since December 31, 2022 was primarily attributable to growth in market
share which resulted in the opening of new deposit accounts, a targeted effort
to increase customer time deposits and the increase in brokered deposits
mentioned above. The increase in accrued interest and other liabilities
since December 31, 2022 was attributable to an increase in reserve for taxes and
an increase in employee bonus payable.



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Non-Performing Assets



Non-performing loans, which included nonaccrual loans and loans 90 days past
due, at March 31, 2023 totaled $1,063,000, an increase from $869,000 at December
31, 2022. The increase in non-performing loans during the three months ended
March 31, 2023 of $194,000 is due primarily to the addition of one construction
loan relationship and the addition of overdrafts that were not 90 days past due
at December 31, 2022, partially offset by two residential 1-4 family real estate
loan relationships that are 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 and other real estate owned and dividing that sum by our total assets
outstanding. Our NPA ratio for the periods ended March 31, 2023 and December 31,
2022was 0.02% and 0.02%, 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 March 31, 2023 the Company had a recorded investment in collateral
dependent loans totaling $4,115,000 an increase from a recorded investment in
collateral dependent loans totaling $638,000 at December 31, 2022. The increase
during the three months ended March 31, 2023 as compared to December 31, 2022 is
primarily due to the addition of one 1-4 family real estate relationship and the
addition of two commercial real estate relationships. As of  March 31, 2023 and
December 31, 2022, no valuation allowance was recorded on collateral dependent
loans. The allowance for credit losses related to collateral dependent loans was
measured based upon the estimated fair value of related collateral.



At March 31, 2023, our internally classified loans decreased $450,000, or 7.06%,
to $5,926,000 from $6,376,000 at December 31, 2022. Classified loan balances
have remained relatively consistent due to the stable markets in which we
operate; however, if short-term rates continue to rise and economic conditions
worsen, 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.



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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
and the uncertain economic environment in the first quarter of 2023, 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 sales or maturities. At March 31, 2023, the Company's liquid
assets totaled $579.8 million an increase from $522.7 million at December 31,
2022, though a portion of these liquid assets include $811.1 million
of available-for-sale securities that are in an unrealized loss position
totaling $127.7 million at March 31, 2023. If the Company was required to sell
any of these securities, including to meet liquidity needs, while they are in an
unrealized loss position the Company would be required to recognize the loss on
those securities through the income statement when they are sold. Recognition of
these losses would negatively impact the Bank's and the Company's regulatory
capital levels. Additionally, as of March 31, 2023, the Company had available
approximately $127.4 million in unused federal funds lines of credit with
regional banks and, subject to certain restrictions and collateral requirements,
approximately $552.2 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 in an effort 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 a neutral interest-rate risk position as of March
31, 2023. 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 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 contract during the
remainder of 2023 because of such competitive pressures and the rising rate
environment we are currently experiencing and expect to continue in the near
term and costs of increased brokered deposits. 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 March
31, 2023, assuming an immediate shift in interest rates:



                                        % Change from Base Case for 

Immediate Parallel Changes in Rates


                          -300 BP           -200 BP           -100 BP         +100 BP         +200 BP         +300 BP
Net interest income           (7.57 )%          (3.79 )%          (1.79 )%        (1.68 )%        (3.23 )%        (4.87 )%
EVE                          (15.59 )%          (5.58 )%          (1.19 )%        (2.27 )%        (4.86 )%        (8.12 )%




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 or other liquidity needs. At March 31,
2023 , securities totaling approximately $41,211,000 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 March 31,
2023, loans totaling appro ximately $1,030,646,000 either will become due or
will be subject to rate adjustments within twelve months from that date.

As for liabilities, at March 31, 2023, certificates of deposit of $250,000 or
greater totaling approximately $297,203,000 will become 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 does not anticipate that there will be significant
withdrawals from these accounts in the future.


Management believes that with present maturities, borrowing capacity with the Federal Home Loan Bank of Cincinnati and the efforts of management in its asset/liability management program, the Company should be able to meet its liquidity needs in the near term future.


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Off Balance Sheet Arrangements





At March 31, 2023, we had unfunded loan commitments outstanding of
$1,166,887,000 and outstanding standby letters of credit of $111,479,000,
compared to $1,217,963,000 and $118,064,000, respectively, at December 31, 2022.
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 historically 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 March 31, 2023, total stockholders' equity was $388,840,000, or 8.69% of
total assets, which compares with $360,452,000, or 8.41% of total assets, at
December 31, 2022. The dollar increase in stockholders' equity during the three
months ended March 31, 2023 is the result of the net effect
of a $16,271,000 unrealized gain on investment securities (described elsewhere
in this report) net of applicable income tax expense of $5,758,000, cash
dividends declared of $8,605,000, net of $6,566,000 reinvested under the
Company's dividend reinvestment plan, $227,000 related to stock option
compensation, the Company's net earnings of $13,841,000 and proceeds from the
issuance of common stock related to exercise of stock options of $73,000. Also
included was $15,000 of net earnings related to non-controlling interest.



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