##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
20549
 FORM
10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-20402
 WILSON BANK HOLDING COMPANY
  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
 (Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
  þ o
  o o
 12b-2
 Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



Part I: FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3The unaudited consolidated financial statements of the Company and its subsidiaries are as
follows:Consolidated Balance Sheets  June 30, 2010 and December 31, 2009
    
    
    3Consolidated Statements of Earnings  For the three months and six months ended June
30, 2010 and 2009
    
    
    4Consolidated
Statements of Comprehensive Earnings  For the three months and
six months ended
June 30, 2010 and 2009
    
    
    5Consolidated Statements of Cash Flows  For the six months ended June 30, 2010 and 2009
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Disclosures 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
    
    
    33Part II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    34Item 1A. Risk Factors
    
    
    34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    34Item 3. Defaults Upon Senior Securities
    
    
    34Item 4. (Removed and Reserved)
    
    
    34Item 5. Other Information
    
    
    34Item 6. Exhibits
    
    
    35Signatures
    
    
    36EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO
   2




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WILSON BANK HOLDING COMPANY
 
 Consolidated Balance Sheets  June 30, 2010 and December 31, 2009  (Unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009(Dollars in ThousandsExcept Per Share Amounts)AssetsLoans
    
    $
    1,098,599
    
    
    $
    1,115,261Less: Allowance for loan losses
    
    
    (21,487
    )
    
    
    (16,647
    )Net loans
    
    
    1,077,112
    
    
    
    1,098,614Securities:Held to maturity, at cost (market value $14,075 and $12,608,
respectively)
    
    
    13,637
    
    
    
    12,170Available-for-sale, at market (amortized cost $303,490 and $250,412,
respectively)
    
    
    303,350
    
    
    
    249,647Total securities
    
    
    316,987
    
    
    
    261,817Loans held for sale
    
    
    9,072
    
    
    
    5,027Restricted equity securities
    
    
    3,012
    
    
    
    3,012Federal funds sold
    
    
    21,201
    
    
    
    5,450Total earning assets
    
    
    1,427,384
    
    
    
    1,373,920Cash and due from banks
    
    
    26,407
    
    
    
    26,062Bank premises and equipment, net
    
    
    30,959
    
    
    
    30,865Accrued interest receivable
    
    
    6,489
    
    
    
    7,563Deferred income tax asset
    
    
    5,267
    
    
    
    5,457Other real estate
    
    
    11,290
    
    
    
    3,924Other assets
    
    
    11,399
    
    
    
    10,508Goodwill
    
    
    4,805
    
    
    
    4,805Other intangible assets, net
    
    
    706
    
    
    
    904Total assets
    
    $
    1,524,706
    
    
    $
    1,464,008Liabilities and Shareholders EquityDeposits
    
    $
    1,368,771
    
    
    $
    1,310,706Securities sold under repurchase agreements
    
    
    5,629
    
    
    
    6,499Federal Home Loan Bank advances
    
    
    2
    
    
    
    13Accrued interest and other liabilities
    
    
    6,885
    
    
    
    7,233Total liabilities
    
    
    1,381,287
    
    
    
    1,324,451Shareholders equity:Common stock, $2.00 par value; authorized 15,000,000 shares, issued
7,185,335 and 7,147,582 shares, respectively
    
    
    14,371
    
    
    
    14,295Additional paid-in capital
    
    
    42,328
    
    
    
    41,022Retained earnings
    
    
    86,807
    
    
    
    84,712Net unrealized losses on available-for-sale securities, net of income
taxes of $53 and $293, respectively
    
    
    (87
    )
    
    
    (472
    )Total shareholders equity
    
    
    143,419
    
    
    
    139,557Total liabilities and shareholders equity
    
    $
    1,524,706
    
    
    $
    1,464,008
   3




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##### Table of Contents



WILSON BANK HOLDING COMPANY
 
 Consolidated Statements of Earnings  Three Months and Six Months Ended June 30, 2010 and 2009
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Dollars in ThousandsExcept per Share Amounts)Interest income:Interest and fees on loans
    
    $
    17,056
    
    
    $
    17,776
    
    
    $
    33,891
    
    
    $
    35,437Interest and dividends on securities:Taxable securities
    
    
    2,385
    
    
    
    2,350
    
    
    
    4,577
    
    
    
    4,825Exempt from Federal income taxes
    
    
    115
    
    
    
    117
    
    
    
    234
    
    
    
    235Interest on loans held for sale
    
    
    50
    
    
    
    99
    
    
    
    80
    
    
    
    168Interest on Federal funds sold
    
    
    23
    
    
    
    18
    
    
    
    41
    
    
    
    47Interest and dividends on restricted securities
    
    
    40
    
    
    
    35
    
    
    
    62
    
    
    
    84Total interest income
    
    
    19,669
    
    
    
    20,395
    
    
    
    38,885
    
    
    
    40,796Interest expense:Interest on negotiable order of withdrawal accounts
    
    
    697
    
    
    
    604
    
    
    
    1,327
    
    
    
    745Interest on money market and savings accounts
    
    
    834
    
    
    
    879
    
    
    
    1,675
    
    
    
    2,106Interest on certificates of deposit
    
    
    4,739
    
    
    
    6,364
    
    
    
    9,969
    
    
    
    12,819Interest on securities sold under repurchase
agreements
    
    
    17
    
    
    
    28
    
    
    
    40
    
    
    
    59Interest on Federal Home Loan Bank advances
    
    
    1
    
    
    
    157
    
    
    
    1
    
    
    
    318Total interest expense
    
    
    6,288
    
    
    
    8,032
    
    
    
    13,012
    
    
    
    16,047Net interest income before provision for
loan losses
    
    
    13,381
    
    
    
    12,363
    
    
    
    25,873
    
    
    
    24,749Provision for loan losses
    
    
    6,073
    
    
    
    1,297
    
    
    
    8,179
    
    
    
    3,361Net interest income after provision for
loan losses
    
    
    7,308
    
    
    
    11,066
    
    
    
    17,694
    
    
    
    21,388Non-interest income:Service charges on deposit accounts
    
    
    1,374
    
    
    
    1,437
    
    
    
    2,666
    
    
    
    2,775Other fees and commissions
    
    
    1,562
    
    
    
    1,312
    
    
    
    2,935
    
    
    
    2,454Gain on sale of loans
    
    
    402
    
    
    
    948
    
    
    
    721
    
    
    
    1,723Gain (loss) on sale of securities
    
    
    211
    
    
    
    (5
    )
    
    
    261
    
    
    
    500Other income
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Total non-interest income
    
    
    3,549
    
    
    
    3,693
    
    
    
    6,583
    
    
    
    7,453Non-interest expense:Salaries and employee benefits
    
    
    3,814
    
    
    
    5,179
    
    
    
    8,865
    
    
    
    10,275Occupancy expenses, net
    
    
    608
    
    
    
    591
    
    
    
    1,180
    
    
    
    1,244Furniture and equipment expense
    
    
    359
    
    
    
    325
    
    
    
    725
    
    
    
    696Data processing expense
    
    
    286
    
    
    
    243
    
    
    
    603
    
    
    
    488Directors fees
    
    
    171
    
    
    
    184
    
    
    
    381
    
    
    
    396Other operating expenses
    
    
    2,779
    
    
    
    2,705
    
    
    
    5,347
    
    
    
    4,844Loss on sale of other real estate
    
    
    158
    
    
    
    145
    
    
    
    262
    
    
    
    194(Gain) loss on sale of other assets
    
    
    (1
    )
    
    
    18
    
    
    
    8
    
    
    
    37Total non-interest expense
    
    
    8,174
    
    
    
    9,390
    
    
    
    17,371
    
    
    
    18,174Earnings before income taxes
    
    
    2,683
    
    
    
    5,369
    
    
    
    6,906
    
    
    
    10,667Income taxes
    
    
    1,028
    
    
    
    2,096
    
    
    
    2,666
    
    
    
    4,169Net earnings
    
    
    1,655
    
    
    
    3,273
    
    
    
    4,240
    
    
    
    6,498Weighted average number of shares outstanding-basic
    
    
    7,185,208
    
    
    
    7,077,562
    
    
    
    7,178,453
    
    
    
    7,073,691Weighted average number of shares outstanding-diluted
    
    
    7,193,199
    
    
    
    7,100,883
    
    
    
    7,185,482
    
    
    
    7,096,239Basic earnings per common share
    
    $
    .23
    
    
    $
    .46
    
    
    $
    .59
    
    
    $
    .92Diluted earnings per common share
    
    $
    .23
    
    
    $
    .46
    
    
    $
    .59
    
    
    $
    .92Dividends per share
    
    $
    
    
    
    $
    
    
    
    $
    .30
    
    
    $
    .30
   4




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WILSON BANK HOLDING COMPANY
 
 Consolidated Statements of Comprehensive Earnings  Three Months and Six Months Ended June 30, 2010 and 2009
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(In Thousands)Net earnings
    
    $
    1,655
    
    
    $
    3,273
    
    
    $
    4,240
    
    
    $
    6,498Other comprehensive losses (gains), net of tax:Unrealized losses (gains) on available-for-sale securities
arising during period, net of taxes of $149, $1,351,
$340 and $350, respectively
    
    
    240
    
    
    
    (2,178
    )
    
    
    546
    
    
    
    (564
    )Reclassification adjustment for net losses
(gains) included in net earnings, net of taxes
of $81, $2, $100 and $191, respectively
    
    
    (130
    )
    
    
    3
    
    
    
    (161
    )
    
    
    (309
    )Other comprehensive losses (gains)
    
    
    110
    
    
    
    (2,175
    )
    
    
    385
    
    
    
    (873
    )Comprehensive earnings
    
    $
    1,765
    
    
    $
    1,098
    
    
    $
    4,625
    
    
    $
    5,625
   5




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WILSON BANK HOLDING COMPANY
 
 Consolidated Statements of Cash Flows  Six Months Ended June 30, 2010 and 2009
 Increase (Decrease) in Cash and Cash Equivalents  (Unaudited)
 2010
    
    
    2009(In Thousands)Cash flows from operating activities:Interest received
    
    $
    40,779
    
    
    $
    41,824Fees and commissions received
    
    
    5,601
    
    
    
    5,230Proceeds from sale of loans held for sale
    
    
    42,540
    
    
    
    104,253Origination of loans held for sale
    
    
    (45,864
    )
    
    
    (105,426
    )Interest paid
    
    
    (13,751
    )
    
    
    (16,448
    )Cash paid to suppliers and employees
    
    
    (13,962
    )
    
    
    (15,084
    )Income taxes paid
    
    
    (5,271
    )
    
    
    (5,494
    )Net cash provided by operating activities
    
    
    10,072
    
    
    
    8,855Cash flows from investing activities:Proceeds from maturities, calls, and principal payments of
held-to-
maturity securities
    
    
    1,112
    
    
    
    1,471Proceeds from maturities, calls, and principal payments of
available-for-sale securities
    
    
    228,157
    
    
    
    190,783Purchase of held-to-maturity securities
    
    
    (2,595
    )
    
    
    (2,558
    )Purchase of available-for-sale securities
    
    
    (281,778
    )
    
    
    (205,534
    )Loans made to customers, net of repayments
    
    
    4,061
    
    
    
    (16,143
    )Purchase of premises and equipment
    
    
    (967
    )
    
    
    (343
    )Proceeds from sale of other real estate
    
    
    1,540
    
    
    
    2,504Proceeds from sale of other assets
    
    
    83
    
    
    
    285Net cash used in investing activities
    
    
    (50,387
    )
    
    
    (29,535
    )Cash flows from financing activities:Net increase in non-interest bearing, savings
and NOW deposit accounts
    
    
    59,669
    
    
    
    19,182Net increase (decrease) in time deposits
    
    
    (1,604
    )
    
    
    16,686Decrease in securities sold under repurchase agreements
    
    
    (870
    )
    
    
    (1,110
    )Net decrease in advances from Federal Home Loan Bank
    
    
    (11
    )
    
    
    (848
    )Dividends paid
    
    
    (2,144
    )
    
    
    (2,113
    )Proceeds from sale of common stock
    
    
    1,529
    
    
    
    1,712Proceeds from exercise of stock options
    
    
    67
    
    
    
    162Repurchase of common stock
    
    
    (225
    )
    
    
    (697
    )Net cash provided by financing activities
    
    
    56,411
    
    
    
    32,974Net increase in cash and cash equivalents
    
    
    16,096
    
    
    
    12,294Cash and cash equivalents at beginning of period
    
    
    31,512
    
    
    
    59,243Cash and cash equivalents at end of period
    
    $
    47,608
    
    
    $
    71,537
   6




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WILSON BANK HOLDING COMPANY

Consolidated Statements of Cash Flows, Continued

Six Months Ended June 30, 2010 and 2009
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
 2010
    
    
    2009(In Thousands)Reconciliation of net earnings to net cash provided by
operating activities:Net earnings
    
    $
    4,240
    
    
    $
    6,498Adjustments to reconcile net earnings to net cash
provided by operating activities:Depreciation, amortization, and accretion
    
    
    1,891
    
    
    
    1,079Provision for loan losses
    
    
    8,179
    
    
    
    3,361Stock option compensation
    
    
    10
    
    
    
    12Loss on sale of other real estate
    
    
    262
    
    
    
    194Loss on sale of other assets
    
    
    8
    
    
    
    37Security gains
    
    
    (261
    )
    
    
    (500
    )Loss on write-off of restricted equity securities
    
    
    
    
    
    
    88Increase in loans held for sale
    
    
    (4,045
    )
    
    
    (2,896
    )Decrease in interest receivable
    
    
    1,074
    
    
    
    975Increase in deferred tax assets
    
    
    (278
    )
    
    
    (257
    )Decrease (increase) in other assets, net
    
    
    (888
    )
    
    
    28Decrease in taxes payable
    
    
    (2,327
    )
    
    
    (1,068
    )Increase in other liabilities
    
    
    2,946
    
    
    
    1,705Increase in interest payable
    
    
    (739
    )
    
    
    (401
    )Total adjustments
    
    
    5,832
    
    
    
    2,357Net cash provided by operating activities
    
    $
    10,072
    
    
    $
    8,855Supplemental schedule of non-cash activities:Unrealized gain (loss) in values of securities
available-for-sale, net of taxes of $240
and $541, for the six months ended
June 30, 2010 and 2009, respectively
    
    $
    385
    
    
    $
    (873
    )Non-cash transfers from loans to other real estate
    
    $
    9,572
    
    
    $
    2,368Non-cash transfers from other real estate to loans
    
    $
    404
    
    
    $
    Non-cash transfers from loans to other assets
    
    $
    94
    
    
    $
    301
   7




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WILSON BANK HOLDING COMPANY
Notes to Consolidated Financial Statements
(Unaudited)
 Note 1. Summary of Significant Accounting Policies
 Nature of Business
 Basis of Presentation
  Accounting Standards Codification The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement
of FASB Statement No. 162 105-10,
 Use of Estimates
  8




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Recently Adopted Accounting Pronouncements
 Fair Value Measurement 820-10-65-4, 820-10-65-4
 825-10-65-1, 825-10-65-1
  Other-than-temporary impairment 
 Note 2. Loans and Allowance for Loan Losses
  (In Thousands)June 30,
    
    
    December 31,2010
    
    
    2009Mortgage Loans on real estateResidential 1-4 family
    
    $
    359,997
    
    
    
    374,684Multifamily
    
    
    8,734
    
    
    
    5,526Commercial
    
    
    325,262
    
    
    
    324,824Construction
    
    
    182,874
    
    
    
    198,732Farmland
    
    
    43,024
    
    
    
    14,090Second mortgages
    
    
    16,386
    
    
    
    16,847Equity lines of credit
    
    
    37,045
    
    
    
    35,954Total mortgage loans on real estate
    
    
    973,322
    
    
    
    970,657Commercial loans
    
    
    58,397
    
    
    
    74,748
  9




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(In Thousands)June 30,
    
    
    December 31,2010
    
    
    2009Agriculture loans
    
    
    3,241
    
    
    
    3,093Consumer installment loansPersonal
    
    
    57,491
    
    
    
    60,792Credit cards
    
    
    2,682
    
    
    
    2,973Total consumer installment loans
    
    
    60,173
    
    
    
    63,765Other loans
    
    
    4,868
    
    
    
    4,413Net deferred loan fees
    
    
    (1,402
    )
    
    
    (1,415
    )Total loans
    
    
    1,098,599
    
    
    
    1,115,261Less: Allowance for loan losses
    
    
    (21,487
    )
    
    
    (16,647
    )Net Loans
    
    $
    1,077,112
    
    
    
    1,098,614
  Six Months EndedJune 30,2010
    
    
    2009(In Thousands)Balance, January 1, 2010 and 2009, respectively
    
    $
    16,647
    
    
    $
    12,138Add (deduct):Losses charged to allowance
    
    
    (3,463
    )
    
    
    (1,754
    )Recoveries credited to allowance
    
    
    124
    
    
    
    211Provision for loan losses
    
    
    8,179
    
    
    
    3,361Balance, June 30, 2010 and 2009, respectively
    
    $
    21,487
    
    
    $
    13,956
    10




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##### Table of Contents



Note 3. Debt and Equity Securities
  June 30, 2010Securities Available-For-SaleIn ThousandsGross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    Losses
    
    
    ValueU.S. Government and Federal
agencies
    
    $
    2,007
    
    
    $
    7
    
    
    $
    
    
    
    $
    2,014U.S. Government-sponsored
enterprises (GSEs)*
    
    
    240,855
    
    
    
    464
    
    
    
    660
    
    
    
    240,659Mortgage-backed:GSE residential
    
    
    59,106
    
    
    
    147
    
    
    
    152
    
    
    
    59,101Obligations of states and political
subdivisions
    
    
    1,522
    
    
    
    54
    
    
    
    
    
    
    $
    1,576$
    303,490
    
    
    $
    672
    
    
    $
    812
    
    
    $
    303,350
 June 30, 2010Securities Held-To-MaturityIn ThousandsGross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    Losses
    
    
    ValueMortgage-backed:GSE residential
    
    $
    1,651
    
    
    $
    35
    
    
    $
    
    
    
    $
    1,686Obligations of states and political
subdivisions
    
    
    11,986
    
    
    
    411
    
    
    
    8
    
    
    
    12,389$
    13,637
    
    
    $
    446
    
    
    $
    8
    
    
    $
    14,075
 *
    
    Such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation,
Federal Home Loan Banks, Federal Farm Credit Banks, and Government National Mortgage
Association. December 31, 2009Securities Available-For-SaleIn ThousandsGross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    Losses
    
    
    ValueU.S. Government and Federal
Agencies
    
    $
    1,000
    
    
    $
    5
    
    
    $
    
    
    
    $
    1,005U.S. Government-sponsored
enterprises (GSEs)*
    
    
    246,541
    
    
    
    636
    
    
    
    1,485
    
    
    
    245,692Mortgage-backed:GSE residential
    
    
    1,349
    
    
    
    37
    
    
    
    
    
    
    
    1,386Obligations of states and political
subdivisions
    
    
    1,522
    
    
    
    42
    
    
    
    
    
    
    
    1.564$
    250,412
    
    
    $
    720
    
    
    $
    1,485
    
    
    $
    249,647
  11




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##### Table of Contents



December 31, 2009Securities Held-To-MaturityIn ThousandsGross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    Losses
    
    
    ValueMortgage-backed:GSE residential
    
    $
    14
    
    
    $
    
    
    
    $
    
    
    
    $
    14Obligations of states and political
subdivisions
    
    
    12,156
    
    
    
    458
    
    
    
    20
    
    
    
    12,594$
    12,170
    
    
    $
    458
    
    
    $
    20
    
    
    $
    12,608
 *
    
    Such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation,
Federal Home Loan Banks, Federal Farm Credit Banks, and Government National Mortgage
Association.  In ThousandsEstimated
    
    
    
    
    
    
    EstimatedAmortized
    
    
    Market
    
    
    Amortized
    
    
    MarketCost
    
    
    Value
    
    
    Cost
    
    
    ValueHeld-to-Maturity
    
    
    Available for SaleDue in one year or less
    
    $
    1,839
    
    
    $
    1,869
    
    
    $
    
    
    
    $
    Due after one year
through five years
    
    
    4,906
    
    
    
    5,132
    
    
    
    142,660
    
    
    
    142,486Due after five years
through ten years
    
    
    3,297
    
    
    
    3,431
    
    
    
    119,847
    
    
    
    119,834Due after ten years
    
    
    3,595
    
    
    
    3,643
    
    
    
    40,983
    
    
    
    41,030$
    13,637
    
    
    $
    14,075
    
    
    $
    303,490
    
    
    $
    303,350
   12




---



##### Table of Contents



In Thousands, Except Number of SecuritiesLess than 12 Months
    
    
    12 Months or More
    
    
    TotalNumber
    
    
    
    
    
    
    
    
    
    
    Numberof
    
    
    
    
    
    
    
    
    
    
    ofFair
    
    
    Unrealized
    
    
    Securities
    
    
    Fair
    
    
    Unrealized
    
    
    Securities
    
    
    Fair
    
    
    UnrealizedJune 30, 2010
    
    Value
    
    
    Losses
    
    
    Included
    
    
    Value
    
    
    Losses
    
    
    Included
    
    
    Value
    
    
    LossesHeld to Maturity Securities:Mortgage-backed:GSE residential
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    10
    
    
    $
    
    
    
    
    2
    
    
    $
    10
    
    
    $
    Obligations of states and
political subdivisions
    
    
    946
    
    
    
    8
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    946
    
    
    
    8$
    946
    
    
    $
    8
    
    
    
    3
    
    
    $
    10
    
    
    $
    
    
    
    
    2
    
    
    $
    956
    
    
    $
    8Available-for-Sale
Securities:U.S. Government and
Federal agencies
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    GSEs
    
    
    136,697
    
    
    
    640
    
    
    
    43
    
    
    
    5,980
    
    
    
    20
    
    
    
    2
    
    
    
    142,677
    
    
    
    660Mortgage-backed:GSE residential
    
    
    36,119
    
    
    
    152
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,119
    
    
    
    152Obligations of states and
political subdivisions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    172,816
    
    
    $
    792
    
    
    
    55
    
    
    $
    5,980
    
    
    $
    20
    
    
    
    2
    
    
    $
    178,796
    
    
    $
    812
 In Thousands, Except Number of SecuritiesLess than 12 Months
    
    
    12 Months or More
    
    
    TotalNumber
    
    
    
    
    
    
    
    
    
    
    Numberof
    
    
    
    
    
    
    
    
    
    
    ofFair
    
    
    Unrealized
    
    
    Securities
    
    
    Fair
    
    
    Unrealized
    
    
    Securities
    
    
    Fair
    
    
    UnrealizedDecember 31, 2009
    
    Value
    
    
    Losses
    
    
    Included
    
    
    Value
    
    
    Losses
    
    
    Included
    
    
    Value
    
    
    LossesHeld to Maturity 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
    
    
    $
    20Available-for-Sale
Securities:U.S. Government and
Federal agencies
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    GSEs
    
    
    149,048
    
    
    
    1,401
    
    
    
    35
    
    
    
    2,906
    
    
    
    84
    
    
    
    1
    
    
    
    151,954
    
    
    
    1,485Mortgage-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
    13




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##### Table of Contents



Note 4. Earnings Per Share
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Dollars in Thousands
    
    
    (Dollars in ThousandsExcept Per Share Amounts)
    
    
    Except Per Share Amounts)Basic EPS Computation:Numerator  Earnings available to common
Stockholders
    
    $
    1,655
    
    
    $
    3,273
    
    
    $
    4,240
    
    
    $
    6,498Denominator  Weighted average number
of common shares outstanding
    
    
    7,185,208
    
    
    
    7,077,562
    
    
    
    7,178,453
    
    
    
    7,073,691Basic earnings per common share
    
    $
    .23
    
    
    $
    .46
    
    
    $
    .59
    
    
    $
    .92Diluted EPS Computation:Numerator  Earnings available to
common Stockholders
    
    $
    1,655
    
    
    $
    3,273
    
    
    $
    4,240
    
    
    $
    6,498Denominator  Weighted average number
of common shares outstanding
    
    
    7,185,208
    
    
    
    7,077,562
    
    
    
    7,178,453
    
    
    
    7,073,691Dilutive effect of stock options
    
    
    7,991
    
    
    
    23,321
    
    
    
    7,029
    
    
    
    22,5487,193,199
    
    
    
    7,100,883
    
    
    
    7,185,482
    
    
    
    7,096,239Diluted earnings per common share
    
    $
    .23
    
    
    $
    .46
    
    
    $
    .59
    
    
    $
    .92
 Note 5. Fair Value Measurements
   14




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##### Table of Contents



Valuation Hierarchy
  
 
 
  Assets
 Securities available for sale 
 Impaired loans 
 Other real estate 
 Other assets
  15




---



##### Table of Contents



Fair Value Measurements at June 30, 2010Carrying
    
    
    Quoted Prices inValue at
    
    
    Active Markets
    
    
    Significant Other
    
    
    SignificantJune 30,
    
    
    for Identical
    
    
    Observable
    
    
    Unobservable(in Thousands)
    
    2010
    
    
    Assets (Level 1)
    
    
    Inputs (Level 2)
    
    
    Inputs (Level 3)Assets:Available-for-sale
securities
    
    $
    303,350
    
    
    $
    2,014
    
    
    $
    301,336
    
    
    $
    Cash surrender
value of life
insurance
    
    
    1,539
    
    
    
    
    
    
    
    
    
    
    
    1,539
  Fair Value Measurements at June 30, 2010Carrying
    
    
    Quoted Prices inValue at
    
    
    Active Markets
    
    
    Significant Other
    
    
    SignificantJune 30,
    
    
    for Identical
    
    
    Observable
    
    
    Unobservable(in Thousands)
    
    2010
    
    
    Assets (Level 1)
    
    
    Inputs (Level 2)
    
    
    Inputs (Level 3)Assets:Impaired loans
    
    $
    53,397
    
    
    $
    
    
    
    $
    
    
    
    $
    53,397Other real estate
    
    
    11,290
    
    
    
    
    
    
    
    
    
    
    
    11,290Repossesed assets
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    27
 Changes in level 3 fair value measurements
  (in thousands)
 Assets
    
    
    LiabilitiesFair Value, January 1, 2010
    
    $
    1,497
    
    
    $
    Total realized gains included in income
    
    
    42
    
    
    
    Purchases, issuances and settlements, net
    
    
    
    
    
    
    Transfers in and/or (out) of Level 3
    
    
    
    
    
    
    Fair Value, June 30, 2010
    
    $
    1,539
    
    
    $
    Total realized gains (losses) included in income related
to financial assets and liabilities still on the
consolidated balance sheet at June 30, 2010
    
    $
    
    
    
    $
    
  16




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##### Table of Contents



Cash, Due From Banks and Federal Funds Sold
 Securities held to maturity
 Loans
 Mortgage loans held-for-sale
 Deposits, Securities Sold Under Agreements to Repurchase, Federal Home Loan Bank Advances
  17




---



##### Table of Contents



In ThousandsJune 30, 2010
    
    
    December 31, 2009Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueFinancial assets:Cash and short-term
investments
    
    $
    47,608
    
    
    
    47,608
    
    
    $
    31,512
    
    
    
    31,512Securities available-for-sale
    
    
    303,350
    
    
    
    303,350
    
    
    
    249,647
    
    
    
    249,647Securities, held to maturity
    
    
    13,637
    
    
    
    14,075
    
    
    
    12,170
    
    
    
    12,608Loans, net of unearned
interest
    
    
    1,098,599
    
    
    
    
    
    
    
    1,115,261Less: allowance for loan
losses
    
    
    21,487
    
    
    
    
    
    
    
    16,647Loans, net of allowance
    
    
    1,077,112
    
    
    
    1,078,804
    
    
    
    1,098,614
    
    
    
    1,100,515Loans held for sale
    
    
    9,072
    
    
    
    9,072
    
    
    
    5,027
    
    
    
    5,027Restricted equity securities
    
    
    3,012
    
    
    
    3,012
    
    
    
    3,012
    
    
    
    3,012Accrued interest receivable
    
    
    6,489
    
    
    
    6,489
    
    
    
    7,563
    
    
    
    7,563Cash surrender value of lifeInsurance
    
    
    1,539
    
    
    
    1,539
    
    
    
    1,497
    
    
    
    1,497Financial liabilities:Deposits
    
    
    1,368,771
    
    
    
    1,378,304
    
    
    
    1,310,706
    
    
    
    1,316,097Securities sold
under repurchase
agreements
    
    
    5,629
    
    
    
    5,629
    
    
    
    6,499
    
    
    
    6,499Advances from Federal Home
Loan Bank
    
    
    2
    
    
    
    2
    
    
    
    13
    
    
    
    13Accrued interest payable
    
    
    4,155
    
    
    
    4,155
    
    
    
    4,923
    
    
    
    4,923Unrecognized financial
instruments:Commitments to extend
credit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Standby letters of credit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Note 6. Stock Options
    18




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##### Table of Contents



June 30, 2010WeightedAverageExerciseShares
    
    
    PriceOutstanding at
January 1, 2010
    
    
    41,370
    
    
    $
    24.73Granted
    
    
    19,250
    
    
    
    37.75Exercised
    
    
    (3,207
    )
    
    
    20.86Forfeited or expired
    
    
    (1,669
    )
    
    
    24.90Outstanding at end
of year
    
    
    55,744
    
    
    $
    29.45Options exercisable
June 30, 2010
    
    
    11,917
    
    
    $
    22.03
  Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedWeighted
    
    
    Average
    
    
    
    
    
    
    Weighted
    
    
    AverageRange of
    
    Number
    
    
    Average
    
    
    Remaining
    
    
    Number
    
    
    Average
    
    
    RemainingExercise
    
    Outstanding
    
    
    Exercise
    
    
    Contractual
    
    
    Exercisable
    
    
    Remaining
    
    
    ContractualPrices
    
    at 6/30/10
    
    
    Price
    
    
    Term
    
    
    at 6/30/10
    
    
    Price
    
    
    Term$11.46  $17.19
    
    
    9,093
    
    
    $
    15.99
    
    
    2.1 years
    
    
    5,022
    
    
    $
    16.05
    
    
    2.1 years$17.20  $25.79
    
    
    10,289
    
    
    $
    22.53
    
    
    4.2 years
    
    
    3,547
    
    
    $
    23.09
    
    
    4.3 years$25.80  $35.75
    
    
    17,112
    
    
    $
    31.41
    
    
    7.0 years
    
    
    3,348
    
    
    $
    29.87
    
    
    6.2 years$35.76  $37.75
    
    
    19,250
    
    
    $
    37.75
    
    
    9.5 years
    
    
    
    
    
    $
    
    
    
    
    55,744
    
    
    
    
    
    
    
    
    
    
    
    11,917Aggregate
intrinsic value
(in thousands)
    
    $
    491
    
    
    
    
    
    
    
    
    
    
    $
    193
    19




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Forward-Looking Statements
   Critical Accounting Estimates
  Allowance for Loan Losses (allowance).
  20




---



##### Table of Contents



21




---



##### Table of Contents



Impairment of Intangible Assets.
   Results of Operations
   22




---



##### Table of Contents



Net Interest Income
    Provision for Loan Losses
   23




---



##### Table of Contents



Non-Interest Income
  Non-Interest Expenses
   24




---



##### Table of Contents



Income Taxes
  Financial Condition
 Balance Sheet Summary
   Non Performing Assets
  June 30, 2010
    
    
    December 31, 2009Past Due
    
    
    
    
    
    
    Past Due90 Days
    
    
    Non-Accrual
    
    
    90 Days
    
    
    Non-Accrual(In Thousands)
    
    
    (In Thousands)Commercial, financial, and
agriculture
    
    $
    96
    
    
    
    545
    
    
    $
    1,291
    
    
    
    100Real estate-construction
    
    
    5
    
    
    
    9,805
    
    
    
    29
    
    
    
    5,636Real estate-mortgage
    
    
    3,811
    
    
    
    14,130
    
    
    
    2,435
    
    
    
    19,750Consumer
    
    
    105
    
    
    
    
    
    
    
    314
    
    
    
    28$
    4,017
    
    
    
    24,480
    
    
    $
    4,069
    
    
    
    25,514
  25




---



##### Table of Contents



(In Thousands)
    
    June 30,2010
    
    
    December 31, 2009Impaired loans without a valuation
allowance
    
    $
    14,696
    
    
    
    23,982Impaired loans with a valuation
allowance
    
    
    47,820
    
    
    
    21,770Total impaired loans
    
    $
    62,516
    
    
    
    45,752Valuation allowances related to
impaired loans
    
    $
    9,119
    
    
    
    5,260Total non-accrual loans
    
    $
    24,480
    
    
    
    25,514Total loans past due ninety days
or more and still accruing
    
    $
    4,017
    
    
    
    4,069
  26




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##### Table of Contents



June 30,2010(In Thousands)SpecialTotal
    
    
    Mention
    
    
    Substandard
    
    
    DoubtfulCommercial, financial and
agricultural
    
    $
    1,350
    
    
    
    75
    
    
    
    1,275
    
    
    
    Real estate mortgage
    
    
    63,012
    
    
    
    19,106
    
    
    
    43,906
    
    
    
    Real estate construction
    
    
    191
    
    
    
    175
    
    
    
    16
    
    
    
    Consumer
    
    
    693
    
    
    
    230
    
    
    
    463
    
    
    
    $
    65,246
    
    
    
    19,586
    
    
    
    45,660
    
    
    
    
  27




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##### Table of Contents



December 31,2009(In Thousands)SpecialTotal
    
    
    Mention
    
    
    Substandard
    
    
    DoubtfulCommercial, financial and
agricultural
    
    $
    3,622
    
    
    
    2,821
    
    
    
    801
    
    
    
    Real estate mortgage
    
    
    57,901
    
    
    
    10,998
    
    
    
    46,903
    
    
    
    Real estate construction
    
    
    273
    
    
    
    273
    
    
    
    
    
    
    
    Consumer
    
    
    904
    
    
    
    266
    
    
    
    638
    
    
    
    $
    62,700
    
    
    
    14,358
    
    
    
    48,342
    
    
    
    
    June 30, 2010
    
    
    December 31, 2009Percent of
    
    
    
    
    
    
    Percent ofLoans In
    
    
    
    
    
    
    Loans InIn
    
    
    Each Category
    
    
    In
    
    
    Each CategoryThousands
    
    
    To Total Loans
    
    
    Thousands
    
    
    To Total LoansCommercial, financial and
agricultural
    
    $
    1,182
    
    
    
    5.6
    %
    
    $
    1,593
    
    
    
    7.4
    %Real estate construction
    
    
    4,429
    
    
    
    16.6
    
    
    
    3,412
    
    
    
    17.8Real estate mortgage
    
    
    14,629
    
    
    
    71.9
    
    
    
    10,252
    
    
    
    69.1Installment
    
    
    1,247
    
    
    
    5.9
    
    
    
    1,390
    
    
    
    5.7$
    21,487
    
    
    
    100.0
    %
    
    $
    16,647
    
    
    
    100.0
    %
 Liquidity and Asset Management
   28




---



##### Table of Contents



29




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##### Table of Contents



Off Balance Sheet Arrangements
  Capital Position and Dividends
      30




---



##### Table of Contents



Minimum To Be WellCapitalized UnderMinimum Capital
    
    
    Prompt CorrectiveActual
    
    
    Requirement
    
    
    Action ProvisionAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio(dollars in thousands)June 30, 2010:Total capital to risk
weighted assets:Consolidated
    
    $
    151,685
    
    
    
    13.5
    %
    
    $
    89,887
    
    
    
    8.0
    %
    
    
    N/A
    
    
    
    N/AWilson Bank
    
    
    147,891
    
    
    
    13.1
    
    
    
    90,315
    
    
    
    8.0
    
    
    $
    112,894
    
    
    
    10.0
    %Tier 1 capital to risk
weighted assets:Consolidated
    
    
    137,995
    
    
    
    12.3
    
    
    
    44,876
    
    
    
    4.0
    
    
    
    N/A
    
    
    
    N/AWilson Bank
    
    
    134,056
    
    
    
    11.9
    
    
    
    45,061
    
    
    
    4.0
    
    
    
    67,591
    
    
    
    6.0Tier 1 capital to
average assets:Consolidated
    
    
    137,995
    
    
    
    9.1
    
    
    
    60,657
    
    
    
    4.0
    
    
    
    N/A
    
    
    
    N/AWilson Bank
    
    
    134,056
    
    
    
    8.9
    
    
    
    60,249
    
    
    
    4.0
    
    
    
    75,312
    
    
    
    5.0
  31




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##### Table of Contents



Minimum To Be WellCapitalized UnderMinimum Capital
    
    
    Prompt CorrectiveActual
    
    
    Requirement
    
    

Action ProvisionAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio(dollars in thousands)December 31, 2009:Total capital to risk
weighted assets:Consolidated
    
    $
    148,856
    
    
    
    12.8
    %
    
    $
    93,035
    
    
    
    8.0
    %
    
    
    N/A
    
    
    
    N/AWilson Bank
    
    
    148,518
    
    
    
    12.8
    
    
    
    92,824
    
    
    
    8.0
    
    
    $
    116,030
    
    
    
    10.0
    %Tier 1 capital to risk
weighted assets:Consolidated
    
    
    134,320
    
    
    
    11.6
    
    
    
    46,317
    
    
    
    4.0
    
    
    
    N/A
    
    
    
    N/AWilson Bank
    
    
    133,982
    
    
    
    11.5
    
    
    
    46,602
    
    
    
    4.0
    
    
    
    69,904
    
    
    
    6.0Tier 1 capital to
average assets:Consolidated
    
    
    134,320
    
    
    
    9.3
    
    
    
    57,772
    
    
    
    4.0
    
    
    
    N/A
    
    
    
    N/AWilson Bank
    
    
    133,982
    
    
    
    9.3
    
    
    
    57,627
    
    
    
    4.0
    
    
    
    72,033
    
    
    
    5.0
 Impact of Inflation
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
     32




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##### Table of Contents



Item 4. Controls and Procedures
    33




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  The impact on our future results of operations and financial condition of the recently enacted
Dodd-Frank Wall Street Reform and Consumer Protection Act is not yet known.
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
 Item 3. DEFAULTS UPON SENIOR SECURITIES
 
  
 Item 4. (REMOVED AND RESERVED)
 
 Item 5. OTHER INFORMATION
   34




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##### Table of Contents



Item 6. EXHIBITS
  Exhibits31.1
    
    
    Certification of the Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    
    Certification of the Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    
    Certification of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
  35




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##### Table of Contents



SIGNATURES
  WILSON BANK HOLDING COMPANY

(Registrant)DATE: August 9, 2010
    
    /s/ Randall ClemonsRandall ClemonsPresident and Chief Executive OfficerDATE: August 9, 2010
    
    /s/ Lisa PominskiLisa PominskiSenior Vice President & Chief Financial Officer
  36