UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

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

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

WILSON BANK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Tennessee		62-1497076
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)
623 West Main Street, Lebanon, TN		37087
(Address of principal executive offices)		Zip Code

(615) 444-2265

Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o     No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock outstanding: 7,185,235 shares at May 10, 2010

 

 

Part 1: FINANCIAL INFORMATION
Item 1. Financial Statements			1
The unaudited consolidated financial statements of the Company and its subsidiary are as follows:
Consolidated Balance Sheets — March 31, 2010 and December 31, 2009.			1
Consolidated Statements of Earnings — For the three months ended March 31, 2010 and 2009			2
Consolidated Statements of Comprehensive Earnings — For the three months ended March 31, 2010 and 2009			3
Consolidated Statements of Cash Flows — For the three months ended March 31, 2010 and 2009			4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
Item 3. Quantitative and Qualitative Disclosures About Market Risk			29
Disclosures required by Item 3 are incorporated by reference to Management’s Discussion and Analysis of Financial Condition and Results of Operation.
Item 4. Controls and Procedures			30
Part II: OTHER INFORMATION
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3. Defaults Upon Senior Securities			31
Item 4. Removed and Reserved			31
Item 5. Other Information			31
Item 6. Exhibits			31
Signatures			32
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
EX-32.2 SECTION 906 CERTIFICATION OF THE CFO

Part I. Financial Information

Item 1. Financial Statements

WILSON BANK HOLDING COMPANY

		March 31,				December 31,
		2010				2009
		(Dollars in Thousands
		Except Per Share Amounts)
Assets
Loans		$	1,107,677			$	1,115,261
Less: Allowance for possible loan losses			(17,411	)			(16,647	)
Net loans			1,090,266				1,098,614
Securities:
Held to maturity, at cost (market value $11,868 and $12,608, respectively)			11,441				12,170
Available-for-sale, at market (amortized cost $292,425 and $250,412, respectively)			292,106				249,647
Total securities			303,547				261,817
Loans held for sale			3,334				5,027
Restricted equity securities			3,012				3,012
Federal funds sold			32,595				5,450
Total earning assets			1,432,754				1,373,920
Cash and due from banks			29,071				26,062
Bank premises and equipment, net			30,472				30,865
Accrued interest receivable			8,127				7,563
Deferred income tax asset			5,310				5,457
Other real estate			5,273				3,924
Other assets			10,360				10,508
Goodwill			4,805				4,805
Other intangible assets, net			805				904
Total assets		$	1,526,977			$	1,464,008
Liabilities and Shareholders’ Equity
Deposits		$	1,371,299			$	1,310,706
Securities sold under repurchase agreements			5,624				6,499
Federal Home Loan Bank advances			4				13
Accrued interest and other liabilities			8,405				7,233
Total liabilities			1,385,332				1,324,451
Shareholders’ equity:
Common stock, $2.00 par value; authorized 10,000,000 shares, issued 7,185,035 and 7,147,582 shares, respectively			14,370				14,295
Additional paid-in capital			42,319				41,022
Retained earnings			85,153				84,712
Net unrealized losses on available-for-sale securities, net of income taxes of $122 and $293, respectively			(197	)			(472	)
Total shareholders’ equity			141,645				139,557
Total liabilities and shareholders’ equity		$	1,526,977			$	1,464,008

See accompanying notes to consolidated financial statements (unaudited).

Consolidated Statements of Earnings
Three Months Ended March 31, 2010 and 2009
(Unaudited)

		2010				2009
		(Dollars in Thousands
		Except per Share Amounts)
Interest income:
Interest and fees on loans		$	16,835			$	17,661
Interest and dividends on securities:
Taxable securities			2,192				2,475
Exempt from Federal income taxes			119				118
Interest on loans held for sale			30				69
Interest on Federal funds sold			18				29
Interest and dividends on restricted securities			22				49
Total interest income			19,216				20,401
Interest expense:
Interest on negotiable order of withdrawal accounts			630				141
Interest on money market and savings accounts			841				1,227
Interest on certificates of deposit			5,230				6,455
Interest on securities sold under repurchase agreements			23				31
Interest on Federal Home Loan Bank advances			—				161
Total interest expense			6,724				8,015
Net interest income before provision for loan losses			12,492				12,386
Provision for loan losses			2,106				2,064
Net interest income after provision for loan losses			10,386				10,322
Non-interest income:
Service charges on deposit accounts			1,292				1,338
Other fees and commissions			1,373				1,142
Gain on sale of loans			319				775
Gain on sale of securities			50				505
Total non-interest income			3,034				3,760
Non-interest expense:
Salaries and employee benefits			5,051				5,096
Occupancy expenses, net			572				653
Furniture and equipment expense			366				371
Data processing expense			317				245
Directors’ fees			210				212
Other operating expenses			2,568				2,139
Loss on sale of other assets			9				19
Loss on sale of other real estate			104				49
Total non-interest expense			9,197				8,784
Earnings before income taxes			4,223				5,298
Income taxes			1,638				2,073
Net earnings		$	2,585			$	3,225
Weighted average number of shares outstanding-basic			7,171,624				7,069,776
Weighted average number of shares outstanding-diluted			7,178,105				7,096,032
Basic earnings per common share		$	.36			$	.46
Diluted earnings per common share		$	.36			$	.45
Dividends per share		$	.30			$	.30

See accompanying notes to consolidated financial statements (unaudited).

Consolidated Statements of Comprehensive Earnings
Three Months Ended March 31, 2010 and 2009
(Unaudited)

		2010				2009
		(In Thousands)
Net earnings		$	2,585			$	3,225
Other comprehensive earnings, net of tax:
Unrealized gains on available-for-sale securities arising during period, net of taxes of $190 and $1,001, respectively			306				1,614
Reclassification adjustment for net gains included in net earnings, net of taxes of $19 and $193, respectively			(31	)			(312	)
Other comprehensive earnings			275				1,302
Comprehensive earnings		$	2,860			$	4,527

See accompanying notes to consolidated financial statements (unaudited).

Consolidated Statements of Cash Flows
Three Months Ended March 31, 2010 and 2009
Increase in Cash and Cash Equivalents
(Unaudited)

		2010				2009
		(In Thousands)
Cash flows from operating activities:
Interest received		$	18,715			$	20,957
Fees and commissions received			2,665				2,480
Proceeds from sale of loans held for sale			15,919				48,716
Origination of loans held for sale			(13,907	)			(50,422	)
Interest paid			(7,638	)			(8,778	)
Cash paid to suppliers and employees			(7,218	)			(6,955	)
Income taxes paid			(742	)			(841	)
Net cash provided by operating activities			7,794				5,157
Cash flows from investing activities:
Purchase of held-to-maturity securities			—				(415	)
Purchase of available-for-sale securities			(90,609	)			(104,534	)
Proceeds from maturities, calls and principal payments of available for sale securities			48,584				85,645
Proceeds from sale of other real estate			1,174				950
Proceeds from maturities, calls and principal payments of held-to-maturity securities			728				921
Loans made to customers, net of repayments			3,568				(759	)
Purchase of premises and equipment			(44	)			(307	)
Proceeds from sale of other assets			27				69
Net cash used in investing activities			(36,572	)			(18,430	)
Cash flows from financing activities:
Net increase in non-interest bearing, savings and NOW deposit accounts			45,008				20,963
Net increase in time deposits			15,585				13,521
Increase (decrease) in securities sold under repurchase agreements			(875	)			363
Repayment of Federal Home Loan Bank advances			(9	)			(427	)
Dividends paid			(2,144	)			(2,113	)
Proceeds from sale of common stock pursuant to to dividend reinvestment plan			1,529				1,712
Proceeds from sale of common stock pursuant to exercise of stock option			63				66
Repurchase of common stock			(225	)			(697	)
Net cash provided by financing activities			58,932				33,388
Net increase in cash and cash equivalents			30,154				20,115
Cash and cash equivalents at beginning of period			31,512				59,243
Cash and cash equivalents at end of period		$	61,666			$	79,358

See accompanying notes to consolidated financial statements (unaudited).

Consolidated Statements of Cash Flows, Continued
Three Months Ended March 31, 2010 and 2009
Increase in Cash and Cash Equivalents
(Unaudited)

		2010				2009
		(In Thousands)
Reconciliation of net earnings to net cash provided by operating activities:
Net earnings		$	2,585			$	3,225
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			599				567
Stock option compensation			5				6
Provision for loan losses			2,106				2,064
Loss on sale of other real estate			104				49
Loss on sale of other assets			9				19
Decrease (increase) in loans held for sale			1,693				(2,481	)
Gain on sale of securities			(50	)			(505	)
Decrease in deferred tax assets			(252	)			(235	)
Increase in taxes payable			1,148				1,467
Decrease in other assets, net			159				326
Increase in other liabilities			1,166				901
Decrease (increase) in interest receivable			(564	)			517
Decrease in interest payable			(914	)			(763	)
Total adjustments		$	5,209			$	1,932
Net cash provided by operating activities		$	7,794			$	5,157
Supplemental schedule of non-cash activities:
Unrealized gain in value of securities available-for-sale, net of income taxes of $171 and $808 for the quarters ended March 31, 2010 and 2009, respectively		$	275			$	1,302
Non-cash transfers from loans to other real estate		$	2,627			$	1,534
Non-cash transfers from other real estate to loans		$	169				—
Non-cash transfers from loans to other assets		$	47			$	134

See accompanying notes to consolidated financial statements (unaudited).

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED
Notes to Consolidated Financial Statements
(Unaudited)

Note 1. Summary of Significant Accounting Policies

Nature of Business — Wilson Bank Holding Company (the “Company”) is a bank holding company whose primary business is conducted by its wholly-owned subsidiary, Wilson Bank & Trust (the “Bank”). The Bank is a commercial bank headquartered in Lebanon, Tennessee. The Bank provides a full range of banking services in its primary market areas of Wilson, Davidson, Rutherford, Trousdale, Dekalb, and Smith Counties, Tennessee.

Basis of Presentation — The accompanying unaudited, consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods covered by the report have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes appearing in the 2009 Annual Report previously filed on Form 10-K.

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Significant intercompany transactions and accounts are eliminated in consolidation.

Accounting Standards Codification — In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162. This statement modifies the Generally Accepted Accounting Principles (“GAAP”) hierarchy by establishing only two levels of GAAP, authoritative and nonauthoritative accounting literature. Effective July 2009, the FASB Accounting Standards Codification (“ASC”), also known collectively as the “Codification,” is considered the single source of authoritative U.S. accounting and reporting standards, except for additional authoritative rules and interpretive releases issued by the Securities and Exchange Commission (“SEC”). Nonauthoritative guidance and literature would include, among other things, FASB Concepts Statements, American Institute of Certified Public Accountants Issue Papers and Technical Practice Aids and accounting textbooks. The Codification was developed to organize GAAP pronouncements by topic so that users can more easily access authoritative accounting guidance. It is organized by topic, subtopic, section, and paragraph, each of which is identified by a numerical designation. FASB ASC 105-10, “Generally Accepted Accounting Principles,” became applicable beginning in third quarter 2009. All accounting references have been updated, and therefore SFAS references have been replaced with ASC references except for SFAS references that have not been integrated into the codification.

Use of Estimates — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for loan losses, the valuation of deferred tax assets, determination of any impairment of intangibles, other-than-temporary impairment of securities, the valuation of other real estate, and the fair value of financial instruments.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

Recently Adopted Accounting Pronouncements

Fair Value Measurement — In April 2009, the FASB issued ASC 820-10-65-4, “Fair Value Measurements and Disclosures.” FASB ASC 820-10-65-4 provides additional guidance for estimating fair value in accordance with FASB ASC 820 when the volume and level of activity for the asset or liability have decreased significantly. FASB ASC 820-10-65-4 also provides guidance on identifying circumstances that indicate a transaction is not orderly. The provisions of FASB ASC 820-10-65-4 were effective April 1, 2009. There was no material impact as a result of adopting FASB ASC 820-10-65-4.

In April 2009, the FASB issued ASC 825-10-65-1, “Financial Instruments,” which requires disclosures about fair value of financial instruments in interim reporting periods of publicly traded companies that were previously only required to be disclosed in annual financial statements. The provisions of FASB ASC 825-10-65-1 were effective April 1, 2009. As FASB ASC 825-10-65-1 amends only the disclosure requirements about fair value of financial instruments in interim periods, the adoption of FASB ASC 825-10-65-1 had no impact on the Company’s financial condition or results of operations.

The Company has an established process for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models or processes that use primarily market-based or independently-sourced market data, including interest rate yield curves, option volatilities and third party information. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Other-than-temporary impairment — In April 2009, the FASB issued ASC 320-10-65-1, “Investments —Debt and Equity Securities,” that amends current other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This ASC does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The provisions of FASB ASC 320-10-65-1 are effective for the Company’s interim period ending on June 30, 2009. There was no impact from the adoption of FASB ASC 320-10-65-1 on the Company’s financial position, results of operations or cash flows.

Note 2. Loans and Allowance for Loan Losses

The following schedule details the loans of the Company at March 31, 2010 and December 31, 2009:

		(In Thousands)
		March 31,				December 31,
		2010				2009
Commercial, financial & agricultural		$	74,264			$	82,254
Real estate — construction			191,340				198,732
Real estate — mortgage			782,510				771,925
Installment			60,959				63,765
			1,109,073				1,116,676
Allowance for possible losses			(17,411	)			(16,647	)
Net deferred loan fees			(1,396	)			(1,415	)
		$	1,090,266			$	1,098,614

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

Transactions in the allowance for loan losses were as follows:

		Three Months Ended
		March 31,
		2010				2009
		(In Thousands)
Balance, January 1, 2010 and 2009, respectively		$	16,647			$	12,138
Add (deduct):
Losses charged to allowance			(1,409	)			(1,130	)
Recoveries credited to allowance			67				136
Provision for loan losses			2,106				2,064
Balance, March 31, 2010 and 2009, respectively		$	17,411			$	13,208

At March 31, 2010, the Company had certain impaired loans of $29,640,000 which were on non accruing interest status. At December 31, 2009, the Company had certain impaired loans of $25,514,000 which were on non accruing interest status. In each case, at the date such loans were placed on nonaccrual status, the Company reversed all previously accrued interest income against current year earnings.

Impaired loans also include loans that the Company may elect to formally restructure due to the weakening credit status of a borrower such that the restructuring may facilitate a repayment plan that minimizes the potential losses that the Company may have to otherwise incur. These loans are classified as impaired loans and, if on non accruing status as of the date of restructuring, the loans are included in the nonperforming loan balances noted above. Not included in nonperforming loans are loans that have been restructured that were performing as of the restructure date. At March 31, 2010, there were $8.9 million of accruing restructured loans that remain in a performing status. At December 31, 2009, there were $4.4 million of accruing restructured loans.

Potential problem loans, which are not included in nonperforming assets, amounted to approximately $30.8 million at March 31, 2010 compared to $37.1 million at December 31, 2009. Potential problem loans represent those loans with a well defined weakness and where information about possible credit problems of borrowers has caused management to have serious doubts about the borrower’s ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by the FDIC, the Company’s primary regulator, for loans classified as special mention, substandard, or doubtful, excluding the impact of nonperforming loans.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

Note 3. Debt and Equity Securities

Debt and equity securities have been classified in the consolidated balance sheet according to management’s intent. Debt and equity securities at March 31, 2010 and December 31, 2009 are summarized as follows:

		March 31, 2010
		Securities Available-For-Sale
		In Thousands
						Gross				Gross				Estimated
		Amortized				Unrealized				Unrealized				Market
		Cost				Gains				Losses				Value
U.S. Government and Federal. agencies		$	2,008			$	2			$	—			$	2,010
U.S. Government-sponsored enterprises (GSEs)*			287,611				729				1,139				287,201
Mortgage-backed:
GSE residential			1,522				49				—				1,571
Obligations of states and political Subdivisions			1,284				40				—			$	1,324
		$	292,425			$	820			$	1,139			$	292,106

		March 31, 2010
		Securities Held-To-Maturity
		In Thousands
						Gross				Gross				Estimated
		Amortized				Unrealized				Unrealized				Market
		Cost				Gains				Losses				Value
Mortgage-backed:
GSE residential		$	13			$	—			$	—			$	13
Obligations of states and political Subdivisions			11,428				431				4				11,855
		$	11,441			$	431			$	4			$	11,868

		December 31, 2009
		Securities Available-For-Sale
		In Thousands
						Gross				Gross				Estimated
		Amortized				Unrealized				Unrealized				Market
		Cost				Gains				Losses				Value
U.S. Government and Federal Agencies		$	1,000			$	5			$	—			$	1,005
U.S. Government-sponsored enterprises(GSEs)*			246,541				636				1,485				245,692
Mortgage-backed:
GSE residential			1,349				37				—				1,386
Obligations of states and political Subdivisions			1,522				42				—				1.564
		$	250,412			$	720			$	1,485			$	249,647

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

		December 31, 2009
		Securities Held-To-Maturity
		In Thousands
						Gross				Gross				Estimated
		Amortized				Unrealized				Unrealized				Market
		Cost				Gains				Losses				Value
Mortgage-backed:
GSE residential		$	14			$	—			$	—			$	14
Obligations of states and political Subdivisions			12,156				458				20				12,594
		$	12,170			$	458			$	20			$	12,608

The amortized cost and estimated market value of debt securities at March 31, 2010, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

		In Thousands
		Available-for-sale								Held-to-Maturity
						Estimate								Estimated
		Amortized				Market				Amortized				Market
		Cost				Value				Cost				Value
Due in one year or less		$	—			$	—			$	660			$	667
Due after one year through five years			115,566				115,437				5,236				5,459
Due after five years through ten years			163,041				162,779				4.184				4,374
Due after ten years			13,818				13,890				1,361				1,368
		$	292,425			$	292,106			$	11,441			$	11,868

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2010 and December 31, 2009.

		In Thousands, Except Number of Securities
		Less than 12 Months												12 Months or More												Total
										Number												Number
										of												of
		Fair				Unrealized				Securities				Fair				Unrealized				Securities				Fair				Unrealized
March 31, 2010		Value				Losses				Included				Value				Losses				Included				Value				Losses
Held to Maturity Securities:
Debt securities:
Mortgage-backed:
GSE residential		$	2			$	—				1			$	8			$	—				1			$	10			$	—
Obligations of states and political subdivisions			296				3				1				201				1				1				497				4
		$	298			$	3				2			$	209			$	1				2			$	507			$	4
Available-for-Sale Securities:
Debt securities:
U.S. Government and Federal agencies		$	—			$	—				—			$	—			$	—				—			$	—			$	—
GSEs			145,319				701				40				44,635				438				11				189,954				1,139
Obligations of states and political subdivisions			352				—				1				—				—				—				352				—
		$	145,671			$	701				41			$	44,635			$	438				11			$	190,306			$	1,139

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

		In Thousands, Except Number of Securities
		Less than 12 Months												12 Months or More												Total
										Number												Number
										of												of
		Fair				Unrealized				Securities				Fair				Unrealized				Securities				Fair				Unrealized
December 31, 2009		Value				Losses				Included				Value				Losses				Included				Value				Losses
Held to Maturity Securities:
Debt securities:
Mortgage-backed:
GSE residential		$	2			$	—				1			$	9			$	—				1			$	11			$	—
Obligations of states and political subdivisions			599				9				2				1,040				11				4				1,639				20
		$	601			$	9				3			$	1,049			$	11				5			$	1,650			$	20
Available-for-Sale Securities:
Debt securities:
U.S. Government and Federal agencies		$	—			$	—				—			$	—			$	—				—			$	—			$	—
GSEs			149,048				1,401				35				2,906				84				1				151,954				1,485
Mortgage-backed:
GSE residential			—				—				—				4				—				2				4				—
Obligations of states and political subdivisions			—				—				—				—				—				—				—				—
		$	149,048			$	1,401				35			$	2,910			$	84				3			$	151,958			$	1,485

Because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, the Company does not consider these securities to be other-than-temporarily impaired at March 31, 2010.

The carrying values of the Company’s investment securities could decline in the future if the financial condition of issuers deteriorate and management determines it is probable that the Company will not recover the entire amortized cost bases of the securities. As a result, there is a risk that other-than-temporary impairment charges may occur in the future given the current economic environment.

Note 4. Earnings Per Share

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share for the Company begins with the basic earnings per share plus the effect of common shares contingently issuable from stock options.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

The following is a summary of components comprising basic and diluted earnings per share (“EPS”) for the three months ended March 31, 2010 and 2009:

		Three Months Ended
		March 31,
		2010				2009
		(Dollars in Thousands
		Except Per Share Amounts)
Basic EPS Computation:
Numerator — Earnings available to common Stockholders		$	2,585			$	3,225
Denominator — Weighted average number of common shares outstanding			7,171,624				7,069,776
Basic earnings per common share		$	.36			$	.46
Diluted EPS Computation:
Numerator — Earnings available to common Stockholders		$	2,585				3,225
Denominator — Weighted average number of common shares outstanding			7,171,624				7,069,776
Dilutive effect of stock options			6,481				26,256
			7,178,105				7,096,032
Diluted earnings per common share		$	.36			$	.45

Note 5. Fair Value Measurements

In September 2006, the FASB issued ASC 820, “Fair Value Measurements and Disclosures.” FASB ASC 820, which defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles and expands disclosures about fair value measurements. FASB ASC 820 applies only to fair-value measurements that are already required or permitted by other accounting standards and is expected to increase the consistency of those measurements. The definition of fair value focuses on the exit price, i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not the entry price, i.e., the price that would be paid to acquire the asset or received to assume the liability at the measurement date. The statement emphasizes that fair value is a market-based measurement; not an entity-specific measurement. Therefore, the fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.

Valuation Hierarchy

FASB ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

• Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.

Assets

Securities available for sale — Where quoted prices are available in an active market, securities are classified within Level 1of the valuation hierarchy. Level 1 securities include highly liquid government securities and certain other products. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows and are classified within Level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

Impaired loans — A loan is considered to be impaired when it is probable the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected payments using the loan’s original effective rate as the discount rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. If the recorded investment in the impaired loan exceeds the measure of fair value, a valuation allowance may be established as a component of the allowance for loan losses or the expense is recognized as a charge-off. Impaired loans are classified within Level 3 of the hierarchy.

Other real estate — Other real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is initially recorded at fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. Gains or losses on sale and any subsequent adjustments to the fair value are recorded as a component of foreclosed real estate expense. Other real estate is included in Level 3 of the valuation hierarchy.

Other assets — Included in other assets are certain assets carried at fair value, including the cash surrender value of bank owned life insurance policies. The carrying amount of the cash surrender value of bank owned life insurance is based on information received from the insurance carriers indicating the financial performance of the policies and the amount the Company would receive should the policies be surrendered. The Company reflects these assets within Level 3 of the valuation hierarchy.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

The following tables present the financial instruments carried at fair value as of March 31, 2010, by caption on the consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above) (dollars in thousands)

Fair Value Measurements at March 31, 2010

		Carrying				Quoted Prices in
		Value at				Active Markets				Significant Other				Significant
		March 31,				for Identical				Observable				Unobservable
(in Thousands)		2010				Assets (Level 1)				Inputs (Level 2)				Inputs (Level 3)
Assets:
Available-for-sale securities		$	292,106			$	2,010			$	290,096			$	—
Cash surrender value			1,515				—				—				1,515

Assets and liabilities measured at fair value on a non-recurring basis are summarized below:

Fair Value Measurements at March 31, 2010

		Carrying				Quoted Prices in
		Value at				Active Markets				Significant Other				Significant
		March 31,				for Identical				Observable				Unobservable
(in Thousands)		2010				Assets (Level 1)				Inputs (Level 2)				Inputs (Level 3)
Assets:
Impaired loans		$	50,755			$	—			$	—			$	50,755
Other real estate			5,273				—				—				5,273
Repossesed assets			21				—				—				21

Changes in level 3 fair value measurements

The table below includes a roll forward of the balance sheet amounts for the three months ended March 31, 2010 (including the change in fair value) for financial instruments classified by the Company within Level 3 of the valuation hierarchy for assets and liabilities measured at fair value on a recurring basis. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurements. However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

Three months ended, March 31, 2010 (in thousands)

		Assets				Liabilities
Fair Value, January 1, 2010		$	1,497			$	—
Total realized gains included in income			18				—
Purchases, issuances and settlements, net			—				—
Transfers in and/or (out) of Level 3			—				—
Fair Value, March 31, 2010		$	1,515			$	—
Total realized gains (losses) included in income related to financial assets and liabilities still on the consolidated balance sheet at March 31, 2010		$	—			$	—

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments that are not measured at fair value. In cases where quoted market prices are not available, fair values are based on estimates using discounted cash flow models. Those models are significantly affected by the assumptions used, including the discount rates and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The use of different methodologies may have a material effect on the estimated fair value amounts. The fair value estimates presented herein are based on pertinent information available to management as of March 31, 2010 and December 31, 2009. Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

Cash, Due From Banks and Federal Funds Sold — The carrying amounts of cash, due from banks, and federal funds sold approximate their fair value.

Securities held to maturity — Estimated fair values for securities held to maturity are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable instruments.

Loans — For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values. For other loans, fair values are estimated using discounted cash flow models, using current market interest rates offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral.

Mortgage loans held-for-sale — Mortgage loans held-for-sale are carried at the lower of cost or fair value and are classified within Level 2 of the valuation hierarchy. The inputs for valuation of these assets are based on the anticipated sales price of these loans as the loans are usually sold within a few weeks of their origination.

Deposits, Securities Sold Under Agreements to Repurchase, Federal Home Loan Bank Advances — The carrying amounts of demand deposits, savings deposits, securities sold under agreements to repurchase, floating rate advances from the Federal Home Loan Bank and floating rate subordinated debt approximate their fair values. Fair values for certificates of deposit and fixed rate advances from the Federal Home Loan Bank are estimated using discounted cash flow models, using current market interest rates offered on certificates, advances and other borrowings with similar remaining maturities.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

The carrying value and estimated fair values of the Company’s financial instruments at March 31, 2010 and December 31, 2009 are as follows:

		In Thousands
		March 31, 2010								December 31, 2009
		Carrying								Carrying
		Amount				Fair Value				Amount				Fair Value
Financial assets:
Cash and short-term investments		$	61,666				61,666			$	31,512				31,512
Securities available-for-sale			292,106				292,106				249,647				249,647
Securities, held to maturity			11,441				11,868				12,170				12,608
Loans, net of unearned interest			1,107,677								1,115,261
Less: allowance for loan losses			17,411								16,647
Loans, net of allowance			1,090,266				1,091,591				1,098,614				1,100,515
Loans held for sale			3,334				3,334				5,027				5,027
Restricted equity securities			3,012				3,012				3,012				3,012
Accrued interest receivable			8,127				8,127				7,563				7,563
Cash surrender value of life Insurance			1,515				1,515				1,497				1,497
Financial liabilities:
Deposits			1,371,299				1,378,483				1,310,706				1,316,097
Securities sold under repurchase agreements			5,624				5,624				6,499				6,499
Advances from Federal Home Loan Bank			4				3				13				13
Accrued interest payable			3,980				3,980				4,923				4,923
Unrecognized financial instruments:
Commitments to extend credit			—				—				—				—
Standby letters of credit			—				—				—				—

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion is to provide insight into the financial condition and results of operations of the Company and its subsidiary. This discussion should be read in conjunction with the consolidated financial statements. Reference should also be made to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 for a more complete discussion of factors that impact liquidity, capital and the results of operations.

Forward-Looking Statements

This Form 10-Q contains certain forward-looking statements 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.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, 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 Forms 10-K and also includes, without limitations, (i) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for these losses, (ii) greater than anticipated deterioration in the real estate market conditions in the Company’s market areas, (iii) increased competition with other financial institutions, (iv) the continued deterioration of the economy in the Company’s market area, (v) continuation of the extremely low short-term interest rate environment or rapid fluctuations in short-term interest rates, (vi) significant downturns in the business of one or more large customers, (vii) 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, (viii) changes in capital levels and loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments: (ix) inadequate allowance for loan losses, (x) results of regulatory examinations, and (xi) loss of key personnel. 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.

Critical Accounting Estimates

The accounting principles we follow and our methods of applying these principles conform with U.S. generally accepted accounting principles and with general practices within the banking industry. In connection with the application of those principles, we have made judgments and estimates which, in the case of the determination of our allowance for loan losses and the assessment of impairment of the intangibles resulting from our mergers with Dekalb Community Bank and Community Bank of Smith County in 2005 have been critical to the determination of our financial position and results of operations.

Allowance for Loan Losses (“allowance”). Our management assesses the adequacy of the allowance prior to the end of each calendar quarter. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management’s evaluation of the loan portfolios, past loan loss experience, current asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. Loan losses are charged off when management believes that the full collectability of the loan is unlikely. A loan may be partially charged-off after a “confirming event” has occurred which serves to validate that full repayment pursuant to the terms of the loan is unlikely. Allocation of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, is deemed to be uncollectible.

A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collection of all amounts due according to the contractual terms means that both the interest and principal payments of a loan will be collected as scheduled in the loan agreement.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

An impairment allowance is recognized if the fair value of the loan is less than the recorded investment in the loan (recorded investment in the loan is the principal balance plus any accrued interest, net of deferred loan fees or costs and unamortized premium or discount). The impairment is recognized through the allowance. Loans that are impaired are recorded at the present value of expected future cash flows discounted at the loan’s effective interest rate, or if the loan is collateral dependent, impairment measurement is based on the fair value of the collateral, less estimated disposal costs. If the measure of the impaired loan is less than the recorded investment in the loan, the Company recognizes an impairment by creating a valuation allowance with a corresponding charge to the provision for loan losses or by adjusting an existing valuation allowance for the impaired loan with a corresponding charge or credit to the provision for loan losses. Management believes it follows appropriate accounting and regulatory guidance in determining impairment and accrual status of impaired loans.

The level of allowance maintained is believed by management to be adequate to absorb probable losses inherent in the portfolio at the balance sheet date. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off.

In assessing the adequacy of the allowance, we also consider the results of our ongoing independent loan review process. We undertake this process both to ascertain whether there are loans in the portfolio whose credit quality has weakened over time and to assist in our overall evaluation of the risk characteristics of the entire loan portfolio. Our loan review process includes the judgment of management, the input from our independent loan reviewers, and reviews that may have been conducted by bank regulatory agencies as part of their usual examination process. We incorporate loan review results in the determination of whether or not it is probable that we will be able to collect all amounts due according to the contractual terms of a loan.

As part of management’s quarterly assessment of the allowance, management divides the loan portfolio into twelve segments based on bank call reporting requirements. Each segment is then analyzed such that an allocation of the allowance is estimated for each loan segment.

The allowance allocation begins with a process of estimating the probable losses inherent for these types of loans. The estimates for these loans are established by loan category and are based on our historical loss data for that category.

The estimated loan loss allocation for all twelve loan portfolio segments is then adjusted for several “environmental” factors. The allocation for environmental factors is particularly subjective and does not lend itself to exact mathematical calculation. This amount represents estimated probable inherent credit losses which exist, but have not yet been identified, as of the balance sheet date, and are based upon quarterly trend assessments in delinquent and nonaccrual loans, unanticipated charge-offs, credit concentration changes, prevailing economic conditions, changes in lending personnel experience, changes in lending policies or procedures and other influencing factors. These environmental factors are considered for each of the twelve loan segments and the allowance allocation, as determined by the processes noted above for each component, is increased or decreased based on the incremental assessment of these various environmental factors.

The assessment also includes an unallocated component. We believe that the unallocated amount is warranted for inherent factors that cannot be practically assigned to individual loan categories. An example is the imprecision in the overall measurement process, in particular the volatility of the national and local economy.

We then test the resulting allowance by comparing the balance in the allowance to industry and peer information. Our management then evaluates the result of the procedures performed, including the result of our testing, and concludes on the appropriateness of the balance of the allowance in its entirety. The board of directors reviews and approves the assessment prior to the filing of quarterly and annual financial information.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

Impairment of Intangible Assets — Long-lived assets, including purchased intangible assets subject to amortization, such as our core deposit intangible asset, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.

Goodwill and intangible assets that have indefinite useful lives are evaluated for impairment annually and are evaluated for impairment more frequently if events and circumstances indicate that the asset might be impaired. That annual assessment date is December 31. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. The goodwill impairment analysis is a two-step test. The first step, used to identify potential impairment, involves comparing each reporting unit’s estimated fair value to its carrying value, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is considered not to be impaired. If the carrying value exceeds estimated fair value, there is an indication of potential impairment and the second step is performed to measure the amount of impairment.

If required, the second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated potential impairment. The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, by measuring the excess of the estimated fair value of the reporting unit, as determined in the first step, over the aggregate estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill.

Results of Operations

Net earnings decreased 19.8% to $2,585,000 for the three months ended March 31, 2010 from $3,225,000 in the first quarter of 2009. The decrease in net earnings was primarily due to a 19.3% decrease in non interest income and a 4.7% increase in non-interest expense, offset by a 0.9% increase in the net interest income. Net earnings for the three months ended March 31, 2010 compared to March 31, 2009 were also negatively impacted by the increase in provision for possible loan losses of $42,000, or 2.0%. See “Provision for Loan Losses” for further explanation. Net interest margin for the quarter ended March 31, 2010 was 3.21% as compared to 3.37% for the first quarter of 2009. The decrease in net interest margin reflects the Company’s decision to fund the lower-yielding securities portfolio as loan demand weakened during 2009 and continued into the first quarter of 2010.

Net Interest Income

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. The Company’s interest income, excluding tax equivalent adjustments, decreased $1,185,000, or 5.8%, to $19,216,000 during the three months ended March 31, 2010, reflecting the continuing impact of low interest rate policies initiated by the Federal Reserve Board offset in part by the increase in earning assets. The ratio of average earning assets to total average assets was 95.6% and 94.7% for the quarters ended March 31, 2010 and March 31, 2009, respectively.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

Interest expense decreased $1,291,000, or 16.1%, to $6,724,000 for the three months ended March 31, 2010 compared to the same period in 2009. The decrease for the quarter ended March 31, 2010 was due to a decrease in the rates paid on deposits, particularly time deposits, reflecting a lower interest rate environment.

Interest expense declined more than interest income and resulted in an increase in net interest income, before the provision for loan losses, of $106,000, or 0.9%, for the first three months of 2010 as compared to the first quarter of 2009.

Provision for Loan Losses

The provision for loan losses was $2,106,000 and $2,064,000, respectively, for the first three months of 2010 and 2009, respectively. The amount of the provision exceeded net charge-offs by $764,000. The increase in the provision was primarily related to the Company’s decision to continue to increase the allowance for loan losses during the 2010 period due to the continued weakening of economic conditions in the Company’s market areas, generally, and in the residential real estate construction and development area, specifically. Borrowers that are home builders and developers and sub dividers of land began experiencing stress in 2008 and have continued to experience stress in the first quarter of 2010 as a result of declining residential real estate demand and resulting price and collateral value declines in the Company’s market areas. As a result, the Company increased its allowance for loan losses. The allowance for loan losses is based on past loan experience and other factors which, in management’s judgment, deserve current recognition in estimating possible loan losses. Such factors include, growth and composition of the loan portfolio, review of specific problem loans, review of updated appraisals and borrower financial information, the recommendations of the Company’s regulators, and current economic conditions that may affect the borrower’s ability to repay. Management has in place a system designed for monitoring its loan portfolio and identifying potential problem loans. The provision for loan losses in excess of net charge-offs raised the allowance for loan losses to $17,411,000, an increase of 4.6% from $16,647,000 at December 31, 2009. The allowance for possible loan losses was 1.57% and 1.49% of total loans outstanding at March 31, 2010 and December 31, 2009, respectively.

Management believes the allowance for possible loan losses at March 31, 2010 to be adequate, but if economic conditions continue to deteriorate beyond management’s current expectations and additional charge-offs are incurred, the allowance for loan losses may require an increase through additional provision for loan losses which would negatively impact earnings.

Non-Interest Income

The components of the Company’s non-interest income include service charges on deposit accounts, gains on the sale of investments, other fees and commissions, and gain on sale of loans. Total non-interest income for the three months ended March 31, 2010 decreased to $3,034,000 from $3,760,000 for the same period in 2009. Gain on sale of loans decreased $456,000, or 58.8%, to $319,000 relating primarily to the decrease in mortgage originations and refinancing occurring during the first quarter of 2010 as compared to the first quarter of 2009. The Company’s non-interest income in 2010 was also reduced from the first quarter of 2009 because of the much higher gain on sale of investments from portfolio restructuring in the 2009 period. Service charges on deposit accounts decreased $46,000, or 3.4%, to $1,292,000 for the three months ended March 31, 2010 when compared to the same period in 2009 as a result of consumers slowing their spending due to the current economic environment. Other fees and commissions increased $231,000, or 20.2%, in the first quarter of 2010 when compared to 2009. Other fees and commissions include income on brokerage accounts, insurance policies sold, and various other fees.

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

Non-Interest Expenses

Non-interest expenses consist primarily of employee costs, occupancy expenses, furniture and equipment expenses, data processing expenses, directors’ fees, loss on sale of other assets, loss on sale of other real estate, and other operating expenses. Total non-interest expenses increased $413,000, or 4.7%, during the first three months of 2010 compared to the same period in 2009. The increase in non-interest expenses is primarily attributable to increased FDIC premiums and, to a more limited extent, to an increase in costs associated with the disposal and maintenance of other real estate. Other operating expenses for the three months ended March 31, 2010 increased to $2,568,000 from $2,139,000 for the three months ended March 31, 2009, relating primarily to an increase in FDIC premiums of $297,000, or 130.3%, to $525,000 at March 31, 2010, compared to $228,000 at March 31, 2009. The increase in the FDIC insurance premiums reflects both an increase in the average deposits and an increase the Company’s deposit assessment rate during 2009.

Income Taxes

The Company’s income tax expense was $1,638,000 for the three months ended March 31, 2010, a decrease of $435,000 over the comparable period in 2009. The percentage of income tax expense to net income before taxes was 38.8% and 39.1% for the periods ended March 31, 2010 and 2009, respectively.

Financial Condition

Balance Sheet Summary

The Company’s total assets increased 4.3% to $1,526,977,000 during the three months ended March 31, 2010 from $1,464,008,000 at December 31, 2009. Loans, net of allowance for possible loan losses, totaled $1,090,266,000 at March 31, 2010, a 0.8% decrease from $1,098,614,000 at December 31, 2009. Securities increased $41,730,000, or 15.9%, to $303,547,000 at March 31, 2010, and Federal funds sold increased $27,145,000 to $32,595,000 at March 31, 2010 from $5,450,000 at December 31, 2009, resulting from a growth in deposits that exceeded loan growth.

Total liabilities increased by 4.6% to $1,385,332,000 during the three months ended March 31, 2010 compared to $1,324,451,000 at December 31, 2009. This increase was composed primarily of a $60,593,000 increase in total deposits from $1,310,706,000 at December 31, 2009 to $1,371,299,000 at March 31, 2010. The increase in deposits included an increase in time deposits of $15,585,000 and an increase in demand deposits, NOW and savings accounts of $45,008,000. Securities sold under repurchase agreements decreased $875,000 during the quarter ended March 31, 2010, and Federal Home Loan Bank advances decreased $9,000 during the quarter ended March 31, 2010.

Non Performing Assets

The following schedule details selected information as to loans past due 90 days and non-accrual loans of the Company at March 31, 2010 and December 31, 2009:

		March 31, 2010								December 31, 2009
		Past Due								Past Due
		90 Days				Non-Accrual				90 Days				Non-Accrual
		(In Thousands)								(In Thousands)
Commercial, financial, and agriculture		$	232				1,039			$	1,291				100
Real estate-construction			33				8,645				29				5,636
Real estate-mortgage			1,992				19,918				2,435				19,750
Consumer			196				38				314				28
		$	2,453				29,640			$	4,069				25,514
Renegotiated loans		$	—				—				—				—

WILSON BANK HOLDING COMPANY
FORM 10-Q, CONTINUED

Generally, at the time a loan is placed on nonaccrual status, all interest accrued on the loan in the current fiscal year is reversed from income, and all interest accrued and uncollected from the prior year is charged off against the allowance for loan losses. Thereafter, interest on nonaccrual loans is recognized as interest income only to the extent that cash is received and future collection of principal is not in doubt. A nonaccrual loan may be restored to accruing status when principal and interest are no longer past due and unpaid and future collection of principal and interest on a timely basis is not in doubt. At March 31, 2010, the Company had nonaccrual loans totaling $29,640,000 as compared to $25,514,000 at December 31, 2009.

Non-performing loans, which included non-accrual loans and loans 90 days past due, at March 31, 2010 totaled $32,093,000, an increase from $29,583,000 at December 31, 2009. The increase in non-performing loans during the three months ended March 31, 2010 of $2,510,000 is due primarily to an increase in non-performing real estate construction loans of $3,013,000, offset by a decrease in non-performing real estate mortgage loans of $275,000, a decrease in commercial loans of $120,000, and a decrease in consumer loans of $108,000. The increase in non-performing loans relates primarily to the overall continued deterioration of the economic conditions relating to real estate secured loans. Management believes that it is probable that it will incur losses on these loans but believes that these losses should not exceed the amount in the allowance for loan losses already allocated to loan losses, unless there is further deterioration of local real estate values.

Impaired loans and related allowance for loan loss amounts at March 31, 2010 and December 31, 2009 were as follows:

(In Thousands)		March 31,2010				December 31, 2009
Impaired loans without a valuation allowance		$	27,468				23,982
Impaired loans with a valuation allowance			30,453				21,770
Total impaired loans		$	57,921				45,752
Valuation allowances related to impaired loans		$	7,166				5,260
Total non accrual loans		$	29,640				25,514
Total loans past-due ninety days or more and still accruing		$	2,453				4,069