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. 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) 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; (iii) deterioration in the real estate market conditions in
the Company's market areas, (iv) 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, (v) 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 (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,
(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, (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, (xix)
further public acceptance of the vaccines that were developed against the virus
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,$607,000 of which remained outstanding as of March 31, 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.



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 has determined to be
important in making decisions for the Bank:



                                                 As of or For the Three Months Ended
                                                              March 31,
                                                                                              2022 - 2021
                                                                                           Percent Increase
                                                    2022                     2021             (Decrease)
PER SHARE DATA:
Basic earnings per common share (GAAP)         $         1.01           $         1.01                  0.00 %
Pre-tax pre-provision basic earnings per
share (1)                                      $         1.53           $         1.41                  8.51 %
Diluted earnings per common share (GAAP)       $         1.01           $         1.00                  1.00 %
Cash dividends per common share                $         0.75           $         0.60                 25.00 %
Dividends declared per common share as a
percentage of basic earnings per common
share                                                   74.26 %                  59.41 %               24.99 %




                                                 As of or For the Three Months Ended
                                                              March 31,
                                                                                             2022 - 2021
                                                                                           Percent Increase
                                                    2022                     2021             (Decrease)
PERFORMANCE RATIOS:
Annualized return on average stockholders'
equity (GAAP)                                           11.70 %                  11.82 %              (1.02 )%
Pre-tax pre-provision annualized return on
average stockholders' equity (1)                        17.75 %                  16.57 %               7.12 %
Annualized return on average assets (GAAP)               1.15 %                   1.33 %             (13.53 )%
Pre-tax pre-provision annualized return on
average assets (1)                                       1.74 %                   1.86 %              (6.45 )%
Efficiency ratio                                        59.49 %                  58.11 %               2.37 %


(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


                                                March 31, 2022          2021             (Decrease)
BALANCE SHEET RATIOS:
Total capital to assets ratio                              9.25 %           10.37 %             (10.80 )%
Equity to asset ratio (Average equity
divided by average total assets)                           9.81 %           10.86 %              (9.67 )%
Leverage capital ratio                                    10.60 %           10.77 %              (1.58 )%
Non-performing asset ratio                                 0.01 %            0.01 %                  - %
Book value per common share                    $          33.60     $       36.93                (9.02 )%






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Reconciliation of Non-GAAP Financial Measures





                                                                    Three Months Ended
                                                            March 31, 2022       March 31, 2021
Pre-tax pre-provision income:
Net income attributable to common stockholders (GAAP)      $         11,373     $         11,144
Add: provision for credit losses                                      1,892                  827
Add: provision for credit losses on unfunded commitments                825                    -
Add: income tax expense                                               3,171                3,648
Pre-tax pre-provision income                               $         17,261     $         15,619

Pre-tax pre-provision basic earnings per share:
Pre-tax pre-provision income                               $         17,261     $         15,619
Weighted average shares                                          11,276,121           11,079,350

Basic earnings per common share (GAAP)                     $           1.01     $           1.01
Provision for credit losses                                $           0.17     $           0.07
Provision for credit losses on unfunded commitments        $           0.07     $              -
Income tax expense                                         $           0.28     $           0.33
Pre-tax pre-provision basic earnings per common share      $           1.53     $           1.41

Pre-tax pre-provision annualized return on average
assets:
Pre-tax pre-provision income                               $         17,261     $         15,619
Average assets                                                    4,018,591            3,404,391

Annualized return on average assets (GAAP)                             1.15 %               1.33 %
Provision for credit losses                                            0.19 %               0.10 %
Provision for credit losses on unfunded commitments                    0.08 %                  - %
Income tax expense                                                     0.32 %               0.43 %

Pre-tax pre-provision annualized return on average assets

                                                                 1.74 %               1.86 %

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

                               $         17,261     $         15,619
Average total stockholders' equity                                  394,376              382,254

Annualized return on average stockholders' equity (GAAP)              11.70 %              11.82 %
Provision for credit losses                                            1.95 %               0.88 %
Provision for credit losses on unfunded commitments                    0.85 %                  - %
Income tax expense                                                     3.25 %               3.87 %
Pre-tax pre-provision annualized return on average
stockholders' equity                                                  17.75 %              16.57 %




Results of Operations

Net earnings increased $229,000 , or 2.05% , to  $11,373,000 for the  three
months ended March 31, 2022 , from $11,144,000  in the first  three months of
2021 . The increase in net earnings during the  three months ended March 31,
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 months
ended March 31, 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
earning assets. The decrease in non-interest income primarily resulted from a
decrease in the gain on sale of loans which resulted from a decrease in the
volume of refinancing transactions due to rising mortgage interest rates.  The
increase in non-interest expense resulted from the Company's continued growth as
well as an increase in our provision for credit losses on unfunded commitments
due to the adoption of CECL.

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 three month
periods ended  March 31, 2022 and 2021 were  1.15%  and 1.33% ,
respectively. The ROE for the three month periods ended  March 31, 2022 and 2021
were 11.70%  and 11.82% , 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, 2022 and March 31, 2021 are presented in the following table (dollars in thousands):





                                           Three Months Ended                                       Three Months Ended                                        Net Change Three Months Ended
                                             March 31, 2022                                           March 31, 2021                                       March 31, 2022 versus March 31, 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) $ 2,535,031

                4.82 %   $   29,604     $       2,317,991                5.08 %   $   28,493     $         8,543       $     (7,432 )   $      1,111
Investment
securities-taxable                  832,808                1.57          3,231               519,027                1.32          1,692               1,171                368            1,539
Investment
securities-tax exempt                77,525                1.69            324                78,364                1.67            323                 (15 )               16                1
Taxable equivalent
adjustment (3)                            -                0.45             86                     -                0.45             86                  (4 )                4                -
Total tax-exempt
investment securities                77,525                2.14            410                78,364                2.12            409                 (19 )               20                1
Total investment
securities                          910,333                1.62          3,641               597,391                1.43          2,101               1,152                388            1,540
Loans held for sale                  12,655                4.94            154                19,921                2.04            100                (225 )              279               54
Federal funds sold                   27,290                0.10              7                   675                   -              -                   -                  7                7
Accounts with
depository institutions             366,616                0.16            145               328,150                0.13            108                  14                 23               37
Restricted equity
securities                            5,089                2.71             34                 5,089                2.07             26                   -                  8                8
Total earning assets              3,857,014                3.58         33,585             3,269,217                3.89         30,828               9,484             (6,727 )          2,757           8.94 %
Cash and due from banks              23,447                                                   34,802
Allowance for credit
losses                              (39,476 )                                                (38,575 )
Bank premises and
equipment                            62,828                                                   57,993
Other assets                        114,778                                                   80,954
Total assets              $       4,018,591
       $       3,404,391




                                           Three Months Ended                                       Three Months Ended                                        Net Change Three Months Ended
                                             March 31, 2022                                           March 31, 2021                                      March 31, 2022 versus March 31, 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       $       1,056,065                0.18 %   $      465     $         825,582                0.21 %   $      436     $           387      $        (358 )   $         29
Money market demand
accounts                          1,219,000                0.11            342             1,008,463                0.17            422                 406               (486 )            (80 )
Time Deposits                       581,088                0.85          1,221               610,020                1.43          2,149                 (98 )             (830 )           (928 )
Other savings                       309,205                0.13            100               217,246                0.22            118                 189               (207 )            (18 )
Total interest-bearing
deposits                          3,165,358                0.27          2,128             2,661,311                0.48          3,125                 884             (1,881 )           (997 )
Federal Home Loan Bank
advances                                  -                   -              -                 3,480               15.50            133                 (66 )              (67 )           (133 )
Finance leases                          818                7.93             16                     -                   -              -                   -                 16               16
Total interest-bearing
liabilities                       3,166,176                0.27          2,144             2,664,791                0.50          3,258                 818             (1,932 )         (1,114 )      (34.19 %)
Non-interest bearing
deposits                            426,676                                                  336,400
Other liabilities                    31,363                                                   20,946
Stockholders' equity                394,376                                                  382,254
Total liabilities and
stockholders' equity      $       4,018,591                                        $       3,404,391
Net interest income, on
a tax equivalent basis                                              $   31,441                                               $   27,570     $         8,666      $      (4,795 )   $      3,871         14.04 %
Net interest margin (4)                                    3.36 %                                                   3.48 %
Net interest spread (5)                                    3.31 %                                                   3.39 %




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 $3.0 million are included in interest income in 2022,
inclusive of $102,000 in 2022 in SBA fees related to PPP loans. Loan fees of
$3.7 million are included in interest income in 2021, inclusive of $1.2 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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Net interest margin for the three months ended March 31, 2022 and 2021 was
3.36% and 3.48%, respectively. The decrease in net interest margin for the three
months ended March 31, 2022, was due to a decrease in the yield earned on
our earning assets that outpaced the 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 25 basis points late in the
first quarter of 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 raise short-term rates six more times in 2022. If short-term interest
rates are increased and we remain asset-sensitive at that time (meaning that our
interest-earning assets are expected to reprice more quickly than our
interest-bearing liabilities), those increases could increase our net interest
spread, as well as our net interest income, if we are able to raise rates on our
loans faster than we are required to raise rates on our deposits. Deposit rates
that we pay are largely impacted by rates offered by our competitors for similar
products. The yield on loans decreased during the three months ended March 31,
2022 when compared to the comparable period in 2021 due to a decrease in loan
fees largely related to PPP loans. Loan fees related to PPP loans accounted for
21 basis points of our loan yields for the period ended March 31, 2021 versus 2
basis points for the period ended March 31, 2022. The yield on securities
increased due to the company purchasing higher yielding securities, due to
management's decision to purchase additional securities to utilize a portion of
the Company's excess liquidity. The net interest spread was 3.31% and 3.39% for
the three months ended March 31, 2022 and March 31, 2021, respectively. The rate
we pay on our deposits decreased in the three months ended March 31, 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. Our net interest margin could expand during the
remainder of 2022 as could our net interest spread as the Federal Reserve is
expected to raise short-term interest rates. This will depend on our ability to
raise the rates we charge on loans at faster rates than we have to increase
rates we pay on deposits.



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,
2022 totaled $31,355,000, compared to $27,484,000 for the same period in 2021,
an increase of $3,871,000 between respective periods.



The increase in interest income for the three months ended March 31, 2022 when
compared to the three months ended March 31, 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 taxable securities. The increase in interest
and fees earned on loans resulted from an overall increase in average loans,
partially offset by a decrease in fees earned on SBA PPP loans and a decrease in
loan rates. The increase in interest and dividends earned on taxable
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 months ended March 31,
2022 was 96.0%, compared to 96.0% for the same period in 2021.



The decrease in interest expense for the three months ended March 31, 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. The decrease in
rates was partially offset by an overall increase in the volume of average
interest-bearing deposits.



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 three months ended March 31, 2022 was
$1,892,000 calculated under the CECL methodology, compared to $827,000 incurred
in the first three months of 2021 under the incurred loss
methodology. The increase in provision expense for the three months ended March
31, 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, inflation as well as the
war in Ukraine remain risks to the economy.



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
March 31, 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 rate environment
we have been experiencing. Therefore, there was no provision for credit loss
recognized during the three months ended March 31, 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 three months of 2022 totaled approximately
$182,000 compared to approximately $36,000 in net loans charged off during the
first three months of 2021.



Our allowance for credit losses at March 31, 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 $33,778,000 at March 31, 2022, a decrease of $5,854,000 or 14.77%, from an
allowance for loan losses of $39,632,000 at December 31, 2021 and a decrease
of $5,552,000, or 14.12%, from an allowance for loan losses of $39,330,000 at
March 31, 2021. The decrease in the allowance for credit losses is the result of
the implementation of CECL on January 1, 2022, which resulted in an adjustment
to the opening balance of the allowance for credit losses of $7.6 million;
offset by increased provisioning during the quarter ended March 31, 2022 largely
due to an increase in loan growth. The allowance for credit losses was 1.29% of
total loans outstanding at March 31, 2022, compared to an allowance for loan
losses of 1.60% of total loans at December 31, 2021 and 1.68% at March 31, 2021.
As a percentage of nonperforming loans at March 31, 2022, December 31, 2021, and
March 31, 2021, the allowance for credit losses and allowance for loan losses,
represented 11,852%, 7,154% and 1,635%, respectively. The internally classified
loans as a percentage of the allowance for credit losses and allowance for loan
losses, as applicable, were 15.9%, 19.4%, and 20.3% respectively, at March 31,
2022, December 31, 2021, and March 31, 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 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 "Critical Accounting Estimates" for more information. Management
believes the allowance for credit losses at March 31, 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 months ended March 31, 2022 and
2021 (in thousands):



                                                  Three Months Ended March 31,
                                                                   $ Increase         % Increase
                                   2022             2021           (Decrease)         (Decrease)
Service charges on deposit
accounts                       $      1,719     $      1,325     $          394              29.74 %
Brokerage income                      1,739            1,398                341              24.39
Debit and credit card
interchange income                    2,877            2,529                348              13.76
Other fees and commissions              308              309                 (1 )            (0.32 )
Income on BOLI and annuity
contracts                               335              413                (78 )           (18.89 )
Gain on sale of loans                 2,214            3,606             (1,392 )           (38.60 )
Gain on sale of fixed assets             28                -                 28             100.00
Gain on sale of other assets              8                1                  7             700.00
Other income                            (10 )              -                (10 )          (100.00 )
Total non-interest income      $      9,218     $      9,581     $         (363 )           (3.79% )




The decrease in non-interest income for the three months ended March 31,
2022 when compared to the comparable period 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 three months ended March 31, 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. In addition, high inflation has also contributed to the increase in
interest rates. The mortgage industry expects volume to decrease in 2022. The
volume of mortgage loans originated for the three months ended March 31,
2022 was $53,117,000 compared to $78,769,000 for the three months ended March
31, 2021. 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.



The increase in service charges on deposit accounts for the three months ended
March 31, 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 months
ended March 31, 2022 was due to an increase in the number and volume of debit
card holders and transactions. The increase in the volume of transactions was
partially attributable to an increase in economic activity as consumer spending
continued to increase as pandemic conditions continued to improve.



The increase in brokerage income for the three months ended March 31, 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 months ended March 31, 2022
and 2021 (in thousands):



                                                   Three Months Ended March 31,
                                                                   $ Increase          % Increase
                                   2022             2021           (Decrease)          (Decrease)
Salaries and employee
benefits                       $     14,396     $     13,300     $         1,096               8.24 %
Occupancy expenses, net               1,348            1,291                  57               4.42
Advertising & public
relations expense                       659              487                 172              35.32
Furniture and equipment
expense                                 856              826                  30               3.63
Data processing expense               1,757            1,387                 370              26.68
ATM & interchange expense             1,192            1,090                 102               9.36
Directors' fees                         153              157                  (4 )            (2.55 )
Audit, legal & consulting
expenses                                227              189                  38              20.11
Provision for credit losses
on unfunded commitments                 825                -                 825             100.00
Other operating expenses              1,899            2,719                (820 )           (30.16 )

Total non-interest expense $ 23,312 $ 21,446 $ 1,866

               8.70 %




The increase in non-interest expense for the three months ended March 31,
2022 when compared to the comparable period in 2021 is primarily attributable to
an increase in salaries and employee benefits, an increase in occupancy expense,
an increase in other operating expenses, an increase in data processing
expense, an increase in advertising and public relations expense, and an
increase in ATM and interchange expense.



Salaries and employee benefits increased for the three months ended March 31,
2022 primarily due to an increase in the number of employees necessary to
support the Company's growth in operations as well as an increase in
incentives and an increase in new investment accounts. The increase in occupancy
expense is primarily attributable to an increase in lease expense due to an
increase in leased branches, an increase in utility expense due to increasing
utility rates and unseasonably cold weather, and an increase in depreciation
expense resulting from the opening of a new branch. 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.



Provision for credit losses on unfunded commitments increased for the three months ended March 31, 2022 due to the adoption of CECL and an increase in the amount of unfunded off-balance sheet commitments.





Data processing expense increased for the three months ended March 31,
2022 primarily due to an increase in computer maintenance and computer license
expense. These expenses included movement of in-house systems to cloud
servicers, 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
focus on the acceleration of digital product offerings increases.



Advertising and public relations expense increased for the three months ended
March 31, 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 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.



ATM and interchange expense increased for the three months ended March 31, 2022
primarily due to an increase in debit card interchange fee expense due to the
volume of transactions, and an increase in economic activity.



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, 2022 and 2021 was 59.49% and 58.11%,
respectively. The increase for the three months ended March 31, 2022 when
compared to the prior year comparable period was attributable to, among other
things, the decrease in gain on sale of loans due to the rising interest rate
environment as well as an increase in the provision for credit losses
on unfunded commitments.



Income Taxes



The Company's income tax expense was $3,171,000 for the three months ended March
31, 2022, a decrease of $477,000 over the comparable period in 2021. The
percentage of income tax expense to net income before taxes was 21.80% and
24.66% for the three months ended March 31, 2022 and March 31, 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 $118,009,000, or 2.96%, to $4,107,605,000
at March 31, 2022 from $3,989,596,000 at December 31, 2021. Loans, net of
allowance for credit losses, totaled $2,591,006,000 at March 31, 2022, a 6.00%
increase compared to $2,444,282,000 at December 31, 2021. 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 consumer lending as areas of focus.



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



                              March 31, 2022                     December 31, 2021
                                                                                                Balance $           Balance %
                                                                                                 Increase           Increase
                        Balance       % of Portfolio        Balance       % of Portfolio        (Decrease)         (Decrease)
Residential 1-4
family real estate    $   703,198               26.66 %   $   689,579               27.63 %   $       13,619                1.97 %
Commercial and
multi-family real
estate                    956,059               36.25         908,673               36.41             47,386                5.21
Construction, land
development and
farmland                  678,516               25.73         612,659               24.55             65,857               10.75
Commercial,
industrial and
agricultural              118,006                4.47         118,155                4.73               (149 )             (0.13 )
1-4 family equity
lines of credit           103,358                3.92          92,229                3.69             11,129               12.07
Consumer and other         78,346                2.97          74,643                2.99              3,703                4.96
Total loans before
net deferred loan

fees                  $ 2,637,483              100.00 %   $ 2,495,938              100.00 %   $      141,545                5.67 %




  Overall, the Bank's loan demand and related new loan production has continued
to be strong. The net loan growth of 6.00% 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 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.



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 decreased $9,065,000, or 1.01%, to $888,520,000 at March 31, 2022
from $897,585,000 at December 31, 2021, primarily as a result of an increase in
interest rates that caused the fair market value of our securities portfolio to
decline, partially offset by the purchase of new securities. The average yield,
excluding tax equivalent adjustment, of the securities portfolio at March 31,
2022 was 1.70% with a weighted average life of 8.42 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$281,000, or 0.45%, from December 31, 2021 to
March 31, 2022. The primary reason for the decrease was due to current year
depreciation of $1,091,000. 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, 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 three 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 $360,724,000 at March
31, 2022 from $400,940,000 at December 31, 2021.

Total liabilities increased by 4.25% to $3,727,707,000 at March 31, 2022
compared to $3,575,879,000 at December 31, 2021. The increase in total
liabilities since December 31, 2021 was composed of a $135,394,000,
or 3.81%, increase in total deposits and a $16,434,000, or 78.98%, 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 $825,000 during the quarter ended
March 31, 2022 due to growth in off-balance sheet commitments. This increase was
also attributable to an increase in escrow payable, an increase in reserve for
income taxes, 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 anticipated interest rate increases.



Non-Performing Assets



Non-performing loans, which included nonaccrual loans and loans 90 days past
due, at March 31, 2022 totaled $152,000, a decrease from $389,000 at December
31, 2021. The decrease in non-performing loans during the three months ended
March 31, 2022 of $237,000 is due primarily to two residential 1-4 family real
estate loan relationships that are no longer 90 days past due, partially offset
by the increase of one loan relationship that was not 90 days past due at
December 31, 2021. 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 March 31, 2022 and
December 31, 2021 were 0.01% 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 March 31, 2022 the Company had a recorded investment in collateral
dependent loans totaling $657,000, down from a recorded investment in impaired
loans totaling $668,000 at December 31, 2021. The decrease during the three
months ended March 31, 2022 as compared to December 31, 2021 is primarily due to
the paydown of three collateral dependent relationships. Overall, the Company's
market areas have seen continued strengthening in the residential real estate
market in recent years while the commercial real estate market has remained
steady. 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 three months ended March 31, 2022 were
$182,000 as compared to $36,000 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 March 31, 2022, our internally classified loans decreased $2,310,000, or
30.05%, to $5,376,000 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.
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 March 31, 2022, the Company's liquid assets
totaled $952.5 million down from$985.9 million at December 31, 2021.
Additionally, as of March 31, 2022, the Company had available approximately
$130.8 million in unused federal funds lines of credit with regional banks and,
subject to certain restrictions and collateral requirements, approximately
$456.5 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
March 31, 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 in a rising rate environment. 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, 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                      (5.93 )%           (3.55 )%            0.55 %             1.57 %          2.32 %
EVE                                     (13.58 )%           (5.70 )%           (0.10 )%           (0.84 )%        (2.41 )%



(1) Currently, some short term interest rates are below the standard down rate


    scenarios (100, 200 bps). The asset liability model does not calculate
    negative interest rates and will floor any index at 0.




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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 March 31, 2022, securities totaling
approxim a tely $29,032,000 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,
2022 , loans totaling appr oximately $877,768,000 either will become du e or
will be subject to rate adjustments within twelve months from that date.

As for liabilities, at March 31, 2022 , certificates of deposit of $250,000 or
greater totaling approxi mately $94,260,000 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 March 31, 2022, we had unfunded loan commitments outstanding of
$1,331,196,000 and outstanding standby letters of credit of $110,245,000.
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 March 31, 2022, total stockholders' equity was $379,898,000, or 9.25% 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 three
months ended March 31, 2022 is the result of the Company's net income of
$11,373,000, proceeds from the issuance of common stock related to exercise of
stock options of $57,000, the net effect of a $44,531,000 unrealized loss on
investment securities net of applicable income tax benefit of $15,755,000, cash
dividends declared of $8,401,000 of which $6,511,000 was reinvested under the
Company's dividend reinvestment plan, $161,000 related to stock option
compensation, and $1,011,000 related to the cumulative effect of change in
accounting principle for the adoption of CECL.



Impact of Inflation and Changing Prices





Our consolidated financial statements included herein have been prepared in
accordance with GAAP, which presently require us to measure financial position
and operating results primarily in terms of historic dollars. Changes in the
relative value of money due to inflation or recession are generally not
considered. The primary effect of inflation on our operations is reflected in
increased operating costs. Historically, changes in interest rates affect the
financial condition of a financial institution to a far greater degree than
changes in the inflation rate. While interest rates are greatly influenced by
changes in the inflation rate, they do not necessarily change at the same rate
or in the same magnitude as the inflation rate. Interest rates are highly
sensitive to many factors that are beyond our control, including changes in the
expected rate of inflation, the influence of general and local economic
conditions and the monetary and fiscal policies of the U.S. government, its
agencies and various other governmental regulatory authorities.



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