In November 2020, the SEC adopted amendments to Regulation S-K to eliminate
certain disclosure requirements and to revise several others to make the
disclosures provided in the management's discussion and analysis section more
useful for investors. When providing a discussion and analysis of interim period
results, the amendments provide a registrant with the option to discuss its
interim results by comparing its most recent quarter to the immediately
preceding quarter rather than to the same quarter of the prior year. The Company
elected to exercise this option as it believes that the comparison of current
quarter results to a linked quarter, rather than the prior year comparable
quarter, more accurately reflects management's perspective of the organization
and its results.

Forward-Looking Statements

Certain matters in this Form 10-Q constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements relate to our financial condition, results of operations, plans,
objectives, future performance or business. Forward-looking statements are not
statements of historical fact, but instead are based on certain assumptions and
are generally identified by use of the words "believes," "expects,"
"anticipates," "estimates," "forecasts," "intends," "plans," "targets,"
"potentially," "probably," "projects," "outlook" or similar expressions or
future or conditional verbs such as "may," "will," "should," "would," and
"could." Forward-looking statements include statements with respect to our
beliefs, plans, objectives, goals, expectations, assumptions, and statements
about future economic performance and projections of financial items. These
forward-looking statements are subject to known and unknown risks, uncertainties
and other factors that could cause actual results to differ materially from the
results anticipated or implied by our forward-looking statements.

The factors that could result in material differentiation include, but are not
limited to:
•the remaining effects of the COVID-19 pandemic on general economic and
financial market conditions and on public health, both nationally and in our
market areas;
•expected revenues, cost savings, synergies and other benefits from our merger
and acquisition activities, including our recent merger with Quantum, might not
be realized to the extent anticipated, within the anticipated time frames, or at
all, and costs or difficulties relating to integration matters, including but
not limited to customer and employee retention, might be greater than expected;
•the credit risks of lending activities, including changes in the level and
trend of loan delinquencies and write offs and changes in our allowance for
credit losses and provision for credit losses that may be impacted by
deterioration in the housing and commercial real estate markets;
•changes in general economic conditions, either nationally or in our market
areas;
•changes in the levels of general interest rates, and the relative differences
between short and long term interest rates, deposit interest rates, our net
interest margin and funding sources and the effects of inflation or a potential
recession;
•uncertainty regarding the limited future of LIBOR, and the expected transition
toward new interest rate benchmarks;
•fluctuations in the demand for loans, the number of unsold homes, land and
other properties and fluctuations in real estate values in our market areas;
•decreases in the secondary market for the sale of loans that we originate;
•results of examinations of us by the Federal Reserve, the NCCOB, or other
regulatory authorities, including the possibility that any such regulatory
authority may, among other things, require us to increase our allowance for
credit losses, write-down assets, change our regulatory capital position or
affect our ability to borrow funds or maintain or increase deposits, which could
adversely affect our liquidity and earnings;
•legislative or regulatory changes that adversely affect our business including
the effects of the Dodd-Frank Wall Street Reform and Consumer Protection Act,
changes in laws or regulations, changes in regulatory policies and principles or
the application or interpretation of laws and regulations by regulatory agencies
and tax authorities, including changes in deferred tax asset and liability
activity, or the interpretation of regulatory capital or other rules, including
as a result of Basel III;
•our ability to attract and retain deposits;
•management's assumptions in determining the adequacy of the allowance for
credit losses;
•our ability to control operating costs and expenses, especially costs
associated with our operation as a public company;
•the use of estimates in determining fair value of certain assets, which
estimates may prove to be incorrect and result in significant declines in
valuation;
•difficulties in reducing risks associated with the loans on our balance sheet;
•staffing fluctuations in response to product demand or the implementation of
corporate strategies that affect our workforce and potential associated charges;
•disruptions, security breaches, or other adverse events, failures or
interruptions in, or attacks on, our information technology systems or on the
third-party vendors who perform several of our critical processing functions;
•our ability to retain key members of our senior management team;
•costs and effects of litigation, including settlements and judgments;
•our ability to successfully integrate any assets, liabilities, customers,
systems, and management personnel we may in the future acquire into our
operations and our ability to realize related revenue synergies and cost savings
within expected time frames and any goodwill charges related thereto;
•increased competitive pressures among financial services companies;
•changes in consumer spending, borrowing and savings habits;
•the availability of resources to address changes in laws, rules, or regulations
or to respond to regulatory actions;
•adverse changes in the securities markets;
•inability of key third-party providers to perform their obligations to us;
•changes in accounting principles, policies or guidelines and practices, as may
be adopted by the financial institution regulatory agencies, the Public Company
Accounting Oversight Board or the FASB;
                                       36
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•other economic, competitive, governmental, regulatory, and technological
factors affecting our operations, pricing, products and services including the
CARES Act; and
•other risks detailed from time to time in our filings with the SEC, including
this report on Form 10-Q.

Any forward-looking statements are based upon management's beliefs and
assumptions at the time they are made. We undertake no obligation to publicly
update or revise any forward-looking statements included in this report or to
update the reasons why actual results could differ from those contained in such
statements, whether as a result of new information, future events or
otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking statements discussed in this report might not occur and you
should not put undue reliance on any forward-looking statements.

As used throughout this report, the terms "we," "our," "us," "HomeTrust Bancshares" or the "Company" refer to HomeTrust Bancshares, Inc. and its consolidated subsidiaries, including HomeTrust Bank ("HomeTrust" or "Bank") unless the context indicates otherwise.

Overview

HomeTrust Bancshares, Inc., a Maryland corporation, was formed for the purpose
of becoming the holding company for HomeTrust Bank in connection with the Bank's
conversion from mutual to stock form, which was completed on July 10, 2012. As a
bank holding company and financial holding company, we are regulated by the
Federal Reserve. The Company has not engaged in any significant activity other
than holding the stock of the Bank. As a North Carolina state-chartered bank,
and member of the FRB, the Bank's primary regulators are the NCCOB and the
Federal Reserve. The Bank's deposits are federally insured up to applicable
limits by the FDIC. The Bank is a member of the FHLB of Atlanta, which is one of
the 11 regional banks in the FHLB System. Our headquarters is located in
Asheville, North Carolina.

After completing our merger with Quantum on February 12, 2023, the Bank has more
than 30 locations across Georgia, North Carolina, South Carolina, Tennessee, and
Virginia, many of which are located in markets experiencing growth rates above
the national average. Historically, our branches and facilities have primarily
been located in small- to medium-sized communities, but in recent years we have
implemented a strategy of expanding into larger, higher growth markets via
business banking centers rather than retail-focused branches.

Our principal business consists of attracting deposits from the general public
and investing those funds, along with borrowed funds, in commercial real estate
loans, construction and development loans, commercial and industrial loans,
equipment finance leases, municipal leases, loans secured by first and second
mortgages on one-to-four family residences including home equity and other
consumer loans. We also originate one-to-four family loans, SBA loans, and
HELOCs to sell to third parties. In addition, we invest in debt securities
issued by United States Government agencies and GSEs, corporate bonds,
commercial paper, and certificates of deposit in other banks insured by the
FDIC. We offer a variety of deposit accounts for individuals, businesses, and
nonprofit organizations.

Our primary source of pre-tax income is net interest income. Net interest income
is the difference between interest income, which is the income that we earn on
our loans and investments, and interest expense, which is the interest that we
pay on our deposits and borrowings. Changes in levels of interest rates affect
our net interest income.

A secondary source of income is noninterest income, which includes revenue we
receive from providing products and services, including service charges and fees
on deposit accounts, loan income and fees, gains on the sale of loans held for
sale, BOLI income, and operating lease income.

An offset to net interest income is the provision for credit losses which is
required to establish the ACL at a level that adequately provides for current
expected credit losses inherent in our loan portfolio, off balance sheet credit
commitments, and available for sale debt securities. See "Note 1 - Summary of
Significant Accounting Policies" in Item 1 of our 2022 Form 10-K for further
discussion.

Our noninterest expenses consist primarily of salaries and employee benefits,
expenses for occupancy, marketing and computer services, and FDIC deposit
insurance premiums. Salaries and benefits consist primarily of the salaries and
wages paid to our employees, payroll taxes, expenses for retirement, and other
employee benefits. Occupancy expenses, which are the fixed and variable costs of
buildings and equipment, consist primarily of lease payments, property taxes,
depreciation charges, maintenance, and costs of utilities.

Critical Accounting Policies and Estimates



Certain of our accounting policies are important to the portrayal of our
financial condition, since they require management to make difficult, complex,
or subjective judgments, some of which may relate to matters that are inherently
uncertain. Estimates associated with these policies are susceptible to material
changes as a result of changes in facts and circumstances which could include,
but are not limited to, changes in interest rates, changes in the performance of
the economy, and changes in the financial condition of borrowers.

The following represent our critical accounting policies:



Allowance for Credit Losses, or ACL, on Loans. The ACL reflects our estimate of
credit losses that will result from the inability of our borrowers to make
required loan payments. We charge off loans against the ACL and subsequent
recoveries, if any, increase the ACL when they are recognized. We use a
systematic methodology to determine our ACL for loans held for investment and
certain off-balance-sheet credit exposures. The ACL is a valuation account that
is deducted from the amortized cost basis to present the net amount expected to
be collected on the loan portfolio. We consider the effects of past events,
current conditions, and reasonable and supportable forecasts on the
collectability of the loan portfolio. The estimate of our ACL involves a high
degree of judgment; therefore, our process for determining expected credit
losses may result in a range of expected credit losses. Our ACL recorded in the
balance sheet reflects our best estimate within the range of expected credit
losses. We recognize in net income the amount needed to adjust the ACL for
management's current estimate of expected credit losses. Our ACL is calculated
using collectively evaluated and individually evaluated loans.

Business Combinations and Acquired Loans. ASC 805 requires that we use the
acquisition method of accounting for all business combinations. The acquisition
method of accounting requires us as the acquirer to recognize the fair value of
assets acquired and liabilities assumed at the acquisition date, as well as,
recognize goodwill or a gain from a bargain purchase, if appropriate. Any
acquisition-related costs and restructuring costs are recognized as period
expenses as incurred.

                                       37
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The fair value for acquired loans at the time of acquisition is based on a
variety of factors including discounted expected cash flows, adjusted for
estimated prepayments and credit losses. In accordance with ASC 326, the fair
value adjustment is recorded as premium or discount to the unpaid principal
balance of each acquired loan. Loans that have been identified as having
experienced a more-than-insignificant deterioration in credit quality since
origination are PCD loans. An ACL on PCD loans is established at the time of
acquisition as part of the purchase accounting adjustments, while the remaining
net premium or discount is accreted or amortized into interest income over the
remaining life of the loan using the level yield method. The net premium or
discount on non-PCD loans, that includes credit quality and interest rate
considerations, is accreted or amortized into interest income over the remaining
life of the loan using the level yield method. The Company then records the
necessary ACL on the non-PCD loans through provision for credit losses expense.

Financial Highlights



Results for the quarter ended March 31, 2023 include the impact of the merger of
Quantum into the Company effective February 12, 2023. The addition of Quantum
contributed total assets of $656.7 million, including loans of $561.9 million,
and $570.6 million of deposits, all reflecting the impact of purchase accounting
adjustments. Merger-related expenses of $4.7 million and $5.5 million were
recognized during the three and nine months ended March 31, 2023, while a $5.3
million provision for credit losses was recognized during the three months ended
March 31, 2023 to establish allowances for credit losses on both Quantum's loan
portfolio and off-balance-sheet credit exposure. Quantum's scheduled core system
conversion was completed in March.

For the quarter ended March 31, 2023 compared to the quarter ended December 31,
2022:
•net income was $6.7 million compared to $13.7 million;
•diluted EPS was $0.40 compared to $0.90;
•annualized ROA was 0.69% compared to 1.54%;
•annualized ROE was 6.21% compared to 13.37%;
•net interest income was $41.5 million compared to $37.5 million;
•net interest margin was 4.55% compared to 4.53%;
•provision for credit losses was $8.8 million compared to $2.2 million;
•noninterest income was $8.3 million compared to $8.5 million;
•net organic loan growth was $104.1 million, or 14.2% annualized, compared to
$121.9 million, or 17.4% annualized; and
•quarterly cash dividends of $0.10 per share totaling $1.7 million compared to
$1.5 million.

For the nine months ended March 31, 2023 compared to the nine months ended March
31, 2022:
•net income was $29.6 million compared to $29.6 million;
•diluted EPS was $1.90 compared to $1.84;
•annualized ROA was 1.07% compared to 1.12%;
•annualized ROE was 9.52% compared to 9.91%;
•net interest income was $113.5 million compared to $81.9 million;
•net interest margin was 4.40% compared to 3.34%;
•provision for credit losses was $15.0 million compared to a net benefit of $4.0
million;
•noninterest income was $24.2 million compared to $29.4 million;
•net organic loan growth was $307.8 million, or 15.1% annualized, compared to
$34.9 million, or 1.8% annualized; and
•cash dividends of $0.29 per share totaling $4.5 million compared to $0.26 per
share totaling $4.1 million.

                                                        Three Months Ended                   Nine Months Ended
                                                March 31, 2023         December 31,                March 31, 2023          March 31,
(Dollars in thousands)                                                     2022                                               2022
Interest and dividend income                  $        50,666          $   41,402                $       127,995          $  85,988
Interest expense                                        9,212               3,857                         14,476              4,073
Net interest income                                    41,454              37,545                        113,519             81,915
Provision (benefit) for credit losses                   8,760               2,240                         14,987             (4,005)
Net interest income after provision (benefit)
for credit losses                                      32,694              35,305                         98,532             85,920
Noninterest income                                      8,310               8,454                         24,162             29,393
Noninterest expense                                    32,833              26,076                         84,998             77,638
Income before income taxes                              8,171              17,683                         37,696             37,675
Income tax expense                                      1,437               4,025                          8,105              8,047
Net income                                    $         6,734          $   13,658                $        29,591          $  29,628

Net income per common share(1)
Basic                                         $          0.40          $     0.90                $          1.91          $    1.87
Diluted                                                  0.40                0.90                           1.90               1.84
Cash dividends declared per common share                 0.10                0.10                           0.29               0.26
Book value per share at end of period                   26.38               26.17                          26.38              24.73
Tangible book value per share at end of
period(2)                                               23.93               24.53                          23.93              23.13
Market price per share at end of period                 24.59               24.17                          24.59              29.53


(1)Basic and diluted net income per common share have been prepared in accordance with the two-class method. (2)See Non-GAAP reconciliations below for adjustments.


                                       38
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GAAP Reconciliation of Non-GAAP Financial Measures



We believe the non-GAAP financial measures included within this report provide
useful information to management and investors that is supplementary to our
financial condition, results of operations and cash flows computed in accordance
with US GAAP; however, we acknowledge that our non-GAAP financial measures have
a number of limitations. The following reconciliation tables provide detailed
analyses of these non-GAAP financial measures.

Set forth below is a reconciliation to US GAAP of tangible book value and tangible book value per share:


                                                                                          As of
                                                      March 31,            December 31,           September 30,            June 30,
(Dollars in thousands, except per share                 2023                   2022                   2022                   2022

data)


Total stockholders' equity                         $    458,242          $  

410,155 $ 396,222 $ 388,845 Less: goodwill, core deposit intangibles,

                42,642                 25,663                  25,683                25,710
net of taxes
Tangible book value                                $    415,600          $     384,492          $      370,539          $    363,135
Common shares outstanding                            17,370,063             15,673,595              15,632,348            15,591,466
Book value per share at end of period              $      26.38          $  

26.17 $ 25.35 $ 24.94 Tangible book value per share at end of period

$      23.93          $  

24.53 $ 23.70 $ 23.29




Set forth below is a reconciliation to US GAAP of tangible equity to tangible
assets:
                                                                                        As of
                                                    March 31,           December 31,           September 30,            June 30,
(Dollars in thousands)                                 2023                 2022                   2022                   2022
Tangible equity (1)                               $   415,600          $    

384,492 $ 370,539 $ 363,135 Total assets

                                        4,526,870             3,647,015               3,555,186            3,549,204
Less: goodwill, core deposit intangibles,              42,642                25,663                  25,683               25,710
net of taxes
Total tangible assets                             $ 4,484,228          $  3,621,352          $    3,529,503          $ 3,523,494

Tangible equity to tangible assets 9.27 % 10.62 % 10.50 % 10.31 %




(1)  Tangible equity (or tangible book value) is equal to total stockholders'
equity less goodwill and core deposit intangibles, net of related deferred tax
liabilities.

                                       39
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Comparison of Results of Operations for the Three Months Ended March 31, 2023 and December 31, 2022



Net Income. Net income totaled $6.7 million, or $0.40 per diluted share, for the
three months ended March 31, 2023 compared to net income of $13.7 million, or
$0.90 per diluted share, for the three months ended December 31, 2022, a
decrease of $7.0 million, or 50.7%. The results for the three months ended March
31, 2023 were negatively impacted by increases of $6.5 million in the provision
for credit losses and $6.8 million in noninterest expense, partially offset by a
$4.0 million increase in net interest income. These changes were primarily
related to the merger with Quantum completed this quarter. Details of the
changes in the various components of net income are further discussed below.

Net Interest Income. The following table presents the distribution of average
assets, liabilities and equity, as well as interest income earned on average
interest-earning assets and interest expense paid on average interest-bearing
liabilities. All average balances are daily average balances. Nonaccruing loans
have been included in the table as loans carrying a zero yield.

                                                                                                 Three Months Ended
                                                                   March 31, 2023                                                 December 31, 2022
                                                  Average              Interest                                    Average              Interest
                                                  Balance              Earned /             Yield /                Balance              Earned /             Yield /
(Dollars in thousands)                          Outstanding              Paid                Rate                Outstanding              Paid                Rate

Assets
Interest-earning assets
Loans receivable(1)                          $        3,413,641       $ 47,908                  5.69  %       $        2,999,207       $ 38,995                  5.16  %
Commercial paper                                              -              -                     -                      34,487            184                  2.12
Debt securities available for sale                      156,778          1,183                  3.06                     167,818          1,151                  2.72
Other interest-earning assets(2)                        124,120          1,575                  5.15                      86,430          1,072                  4.92
Total interest-earning assets                         3,694,539         50,666                  5.56                   3,287,942         41,402                  5.00
Other assets                                            253,746                                                          236,159
Total assets                                 $        3,948,285                                               $        3,524,101
Liabilities and equity
Interest-bearing liabilities
Interest-bearing checking accounts           $          645,011       $    976                  0.61  %       $          627,548       $    571                  0.36  %
Money market accounts                                 1,133,415          4,338                  1.55                     954,007          1,935                  0.80
Savings accounts                                        230,820             48                  0.08                     236,027             45                  0.08
Certificate accounts                                    515,326          2,502                  1.97                     444,845          1,052                  0.94
Total interest-bearing deposits                       2,524,572          7,864                  1.26                   2,262,427          3,603                  0.63
Junior subordinated debt                                  5,299            109                  8.34                           -              -                     -
Borrowings                                               98,400          1,239                  5.11                      26,063            254                  3.87
Total interest-bearing liabilities                    2,628,271          9,212                  1.42                   2,288,490          3,857                  0.67
Noninterest-bearing deposits                            830,510                                                          785,785
Other liabilities                                        49,674                                                           44,333
Total liabilities                                     3,508,455                                                        3,118,608
Stockholders' equity                                    439,830                                                          405,493
Total liabilities and stockholders' equity   $        3,948,285                                               $        3,524,101

Net earning assets                           $        1,066,268                                               $          999,452
Average interest-earning assets to average
interest-bearing liabilities                          140.57  %                                                        143.67  %
Non-tax-equivalent
Net interest income                                                   $ 41,454                                                         $ 37,545
Interest rate spread                                                                            4.14  %                                                          4.33  %
Net interest margin(3)                                                                          4.55  %                                                          4.53  %
Tax-equivalent(4)
Net interest income                                                   $ 41,744                                                         $ 37,832
Interest rate spread                                                                            4.17  %                                                          4.36  %
Net interest margin(3)                                                                          4.58  %                                                          4.56  %


(1)Average loans receivable balances include loans held for sale and nonaccruing
loans.
(2)Average other interest-earning assets consist of FRB stock, FHLB stock, SBIC
investments, and deposits in other banks.
(3)Net interest income divided by average interest-earning assets.
(4)Interest income used in the average interest earned and yield calculation
includes the tax equivalent adjustment of $290 and $287 for the three months
ended March 31, 2023 and December 31, 2022, respectively, calculated based on a
combined federal and state tax rate of 24%.

Total interest and dividend income for the three months ended March 31, 2023
increased $9.3 million, or 22.4%, compared to the three months ended December
31, 2022, which was driven by a $8.9 million, or 22.9%, increase in interest
income on loans. Accretion income on acquired loans of $353,000 and $195,000 was
recognized during the same periods, respectively, and was included in interest
income on loans.

                                       40
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Beyond accretion income, the increase was driven by a continued increase in the
average yield on loans and the inclusion of Quantum's loan portfolio for roughly
half a quarter.

Total interest expense for the three months ended March 31, 2023 increased $5.4
million, or 138.8%, compared to the three months ended December 31, 2022. The
increase was the result of increases in the average cost of funds across funding
sources, an increase in average deposits outstanding and the inclusion of junior
subordinated debt assumed from Quantum.

The following table shows the effects that changes in average balances (volume),
including differences in the number of days in the periods compared, and average
interest rates (rate) had on the interest earned on interest-earning assets and
interest paid on interest-bearing liabilities:

                                             Increase / (Decrease)
                                                    Due to                      Total
                                                                             Increase /
(Dollars in thousands)                        Volume             Rate        (Decrease)
Interest-earning assets
Loans receivable                       $     4,324             $ 4,589      $     8,913
Commercial paper                              (184)                  -             (184)
Debt securities available for sale            (102)                134      

32


Other interest-earning assets                  432                  71      

503


Total interest-earning assets                4,470               4,794      

9,264


Interest-bearing liabilities
Interest-bearing checking accounts              (6)                411              405
Money market accounts                          267               2,136            2,403
Savings accounts                                (2)                  5                3
Certificate accounts                           111               1,339            1,450
Junior subordinated debt                       109                   -              109
Borrowings                                     677                 308              985
Total interest-bearing liabilities           1,156               4,199      

5,355


Net increase in interest income                                             

$ 3,909

Provision for Credit Losses. The provision for credit losses is the amount of expense that, based on our judgment, is required to maintain the ACL at an appropriate level under the CECL model.



The following table presents a breakdown of the components of the provision for
credit losses:

                                                                      Three Months Ended
                                                                                    December 31,
(Dollars in thousands)                                        March 31, 2023            2022             $ Change             % Change
Provision for credit losses
Loans                                                        $    8,360             $    2,425          $  5,935                    245  %
Off-balance-sheet credit exposure                                   400                    (85)              485                    571
Commercial paper                                                      -                   (100)              100                    100
Total provision for credit losses                            $    8,760             $    2,240          $  6,520                    291  %


For the quarter ended March 31, 2023, the "loans" portion of the provision for
credit losses was the result of the following, offset by net charge-offs of $0.1
million during the quarter:

•$4.9 million provision to establish an allowance on Quantum's loan portfolio.

•$2.0 million provision driven by loan growth and changes in the loan mix.

•$1.2 million provision due to changes in the projected economic forecast, specifically the national unemployment rate, and changes in qualitative adjustments.

•$0.2 million increase in specific reserves on individually evaluated credits.



For the quarter ended December 31, 2022, the "loans" portion of the provision
for credit losses was the result of the following, offset by net charge-offs of
$1.9 million during the quarter:

•$1.6 million provision driven by loan growth and changes in the loan mix.

•$0.4 million provision due to changes in the projected economic forecast, specifically the national unemployment rate, and changes in qualitative adjustments.

•$1.5 million reduction of specific reserves on individually evaluated credits, which was tied to two relationships which were fully charged-off during the quarter.



For the quarter ended March 31, 2023, a provision of $0.4 million was also
recorded to establish an allowance on Quantum's off-balance-sheet credit
exposure. For the quarter ended December 31, 2022, the change was the result of
changes in the balance of loan commitments as well as changes in the loan mix
and changes in the projected economic forecast outlined above.


                                       41
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Noninterest Income. Noninterest income for the three months ended March 31, 2023
decreased $0.1 million, or 1.7%, when compared to the quarter ended December 31,
2022. Changes in the components of noninterest income are discussed below:
                                                        Three Months Ended
                                                March 31, 2023        December 31,
(Dollars in thousands)                                                    2022              $ Change             % Change
Noninterest income
Service charges and fees on deposit accounts   $    2,256             $    2,523          $    (267)                   (11) %
Loan income and fees                                  562                    647                (85)                   (13)
Gain on sale of loans held for sale                 1,811                  1,102                709                     64
BOLI income                                           522                    494                 28                      6
Operating lease income                              1,505                  1,156                349                     30

Gain (loss) on sale of premises and equipment         900                  1,127               (227)                   (20)
Other                                                 754                  1,405               (651)                   (46)
Total noninterest income                       $    8,310             $    8,454          $    (144)                    (2) %


•Gain on sale of loans held for sale: The increase in the gain on sale of loans
held for sale was primarily driven by an increase in volume of SBA loans sold
during the period. During the quarter ended March 31, 2023, there were $16.6
million in sales of the guaranteed portion of SBA commercial loans with gains of
$1.2 million compared to $8.2 million sold and gains of $568,000 for the quarter
ended December 31, 2022. There were $6.4 million of residential mortgage loans
originated for sale which were sold during the current quarter with gains of
$147,000 compared to $7.3 million sold with gains of $183,000 in the prior
quarter. There were $35.2 million of HELOCs sold during the current quarter for
a gain of $354,000 compared to $41.4 million sold and gains of $340,000 in the
prior quarter.

•Operating lease income: The increase in operating lease income was the result
of a net gain of $17,000 at the end of operating leases for the quarter ended
March 31, 2023 versus a net loss of $337,000 for the quarter ended December 31,
2022.

•Gain (loss) on sale of premises and equipment: During the quarter ended March
31, 2023, one property was sold for a gain of $900,000. During the quarter ended
December 31, 2022, two properties were sold for a combined gain of $1.6 million,
partially offset by additional impairment of $420,000 on premises and equipment
associated with prior branch closures.

•Other: The decrease in other income was driven by a $721,000 gain recognized
during the quarter ended December 31, 2022 on the sale of closely held equity
securities which the Company obtained through a prior bank acquisition. No such
sales occurred during the quarter ended March 31, 2023.

Noninterest Expense. Noninterest expense for the three months ended March 31,
2023 increased $6.8 million, or 25.9%, when compared to the three months ended
December 31, 2022. Changes in the components of noninterest expense are
discussed below:
                                                          Three Months Ended
                                                  March 31, 2023         December 31,
(Dollars in thousands)                                                       2022             $ Change             % Change
Noninterest expense
Salaries and employee benefits                  $        16,246          $   14,484          $  1,762                     12  %
Occupancy expense, net                                    2,467               2,428                39                      2
Computer services                                         2,911               2,796               115                      4
Telephone, postage and supplies                             613                 575                38                      7
Marketing and advertising                                   372                 481              (109)                   (23)
Deposit insurance premiums                                  612                 546                66                     12

Core deposit intangible amortization                        606                  26               580                  2,231
Merger-related expenses                                   4,741                 250             4,491                  1,796

Other                                                     4,265               4,490              (225)                    (5)
Total noninterest expense                       $        32,833          $   26,076          $  6,757                     26  %


•Salaries and employee benefits: The increase in salaries and employee benefits
expense is primarily the result of the inclusion of Quantum employees for half a
quarter, partially offset by lower mortgage banking incentive pay as a result of
the reduction in the volume of originations due to rising interest rates.

•Core deposit intangible amortization: The increase in amortization expense is a
result of a $12.2 million core deposit intangible associated with the Company's
merger with Quantum, which will be amortized on an accelerated basis over ten
years.

•Merger-related expenses: With the closing of the Company's merger with Quantum,
merger-related expenses increased both in anticipation of and after the closing.
The most significant expenses incurred included the payout of severance and
employment contracts, professional fees, termination of prior contracts, and
conversion of IT systems which occurred during the quarter.

Income Taxes. The amount of income tax expense is influenced by the amount of
pre-tax income, the amount of tax-exempt income, changes in the statutory rate,
and the effect of changes in valuation allowances maintained against deferred
tax benefits. Income tax expense for the three months ended March 31, 2023
decreased $2.6 million as a result of lower pre-tax income and permanent tax
differences associated with employee stock options recognized during the current
quarter.

                                       42
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Comparison of Results of Operations for the Nine Months Ended March 31, 2023 and March 31, 2022



Net Income. Net income totaled $29.6 million, or $1.90 per diluted share, for
the nine months ended March 31, 2023 compared to net income of $29.6 million, or
$1.84 per diluted share, for the nine months ended March 31, 2022, a decrease of
$37,000, or 0.1%. The results for the nine months ended March 31, 2023 were
negatively impacted by an increase of $19.0 million in the provision for credit
losses, a $5.2 million decrease in noninterest income, and a $7.4 million
increase in noninterest expense driven by $5.5 million in merger-related
expenses, partially offset by a $31.6 million increase in net interest income.
Details of the changes in the various components of net income are further
discussed below.

Net Interest Income. The following table presents the distribution of average
assets, liabilities and equity, as well as interest income earned on average
interest-earning assets and interest expense paid on average interest-bearing
liabilities. All average balances are daily average balances. Nonaccruing loans
have been included in the table as loans carrying a zero yield.
                                                                                                  Nine Months Ended
                                                                   March 31, 2023                                                    March 31, 2022
                                                  Average               Interest                                    Average              Interest
                                                  Balance               Earned /             Yield /                Balance              Earned /             Yield /
(Dollars in thousands)                          Outstanding               Paid                Rate                Outstanding              Paid       

Rate

Assets


Interest-earning assets
Loans receivable(1)                          $        3,095,358       $ 120,148                  5.17  %       $        2,810,240       $ 81,440                  3.86  %
Commercial paper                                         83,506           1,300                  2.07                     211,739            869                  0.55
Debt securities available for sale                      153,178           3,012                  2.62                     124,053          1,319                  1.42
Other interest-earning assets(2)                        108,007           3,535                  4.36                     121,936          2,360                  2.58
Total interest-earning assets                         3,440,049         127,995                  4.96                   3,267,968         85,988                  3.51
Other assets                                            244,271                                                           259,535
Total assets                                 $        3,684,320                                                $        3,527,503
Liabilities and equity
Interest-bearing liabilities
Interest-bearing checking accounts           $          642,217       $   1,814                  0.38  %       $          640,194       $  1,038                  0.22  %
Money market accounts                                 1,017,663           6,794                  0.89                   1,002,542          1,056                  0.14
Savings accounts                                        235,312             137                  0.08                     224,664            120                  0.07
Certificate accounts                                    478,712           4,117                  1.15                     447,623          1,814                  0.54
Total interest-bearing deposits                       2,373,904          12,862                  0.72                   2,315,023          4,028                  0.23
Junior subordinated debt                                  1,741             109                  8.34                           -              -                     -
Borrowings                                               41,585           1,505                  4.82                      48,894             45                  0.12
Total interest-bearing liabilities                    2,417,230          14,476                  0.80                   2,363,917          4,073                  0.23
Noninterest-bearing deposits                            805,555                                                           719,872
Other liabilities                                        47,544                                                            45,443
Total liabilities                                     3,270,329                                                         3,129,232
Stockholders' equity                                    413,991                                                           398,271
Total liabilities and stockholders' equity   $        3,684,320                                                $        3,527,503

Net earning assets                           $        1,022,819                                                $          904,051
Average interest-earning assets to average
interest-bearing liabilities                          142.31  %                                                         138.24  %
Non-tax-equivalent
Net interest income                                                   $ 113,519                                                         $ 81,915
Interest rate spread                                                                             4.16  %                                                          3.28  %
Net interest margin(3)                                                                           4.40  %                                                          3.34  %
Tax-equivalent
Net interest income                                                   $ 114,383                                                         $ 82,852
Interest rate spread                                                                             4.19  %                                                          3.31  %
Net interest margin(3)                                                                           4.43  %                                                          3.38  %


(1)Average loans receivable balances include loans held for sale and nonaccruing
loans.
(2)Average other interest-earning assets consist of FRB stock, FHLB stock, SBIC
investments, and deposits in other banks.
(3)Net interest income divided by average interest-earning assets.
(4)Interest income used in the average interest earned and yield calculation
includes the tax equivalent adjustment of $864 and $937 for the nine months
ended March 31, 2023 and March 31, 2022, respectively, calculated based on a
combined federal and state tax rate of 24%.

Total interest and dividend income for the nine months ended March 31, 2023
increased $42.0 million, or 48.9%, compared to the nine months ended March 31,
2022, which was driven by a $38.7 million, or 47.5%, increase in interest income
on loans, a combined increase of $2.1 million, or 97.4%, in interest income on
commercial paper and debt securities available for sale, and an increase of $1.2
million, or 49.8%, in interest income on other interest-earning assets. The
overall increase in average yield on interest-earning assets and rate paid on

                                       43
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liabilities was the result of rising interest rates. Specific to debt securities
available for sale, the Company has intentionally maintained a relatively
short-term duration portfolio which has allowed, and will continue to allow, the
Company to take advantage of rising rates when reinvesting the proceeds of
maturing instruments.

Total interest expense for the nine months ended March 31, 2023 increased $10.4 million, or 255.4%, compared to the nine months ended March 31, 2022. The increase was primarily the result of increases in the average cost of funds across all funding sources driven by higher market interest rates.



The following table shows the effects that changes in average balances (volume),
including differences in the number of days in the periods compared, and average
interest rates (rate) had on the interest earned on interest-earning assets and
interest paid on interest-bearing liabilities:

                                             Increase / (Decrease)
                                                    Due to                      Total
                                                                             Increase /
(Dollars in thousands)                       Volume              Rate        (Decrease)
Interest-earning assets
Loans receivable                       $     8,263            $ 30,445      $    38,708
Commercial paper                              (526)                957              431
Debt securities available for sale             310               1,383      

1,693


Other interest-earning assets                 (270)              1,445      

1,175


Total interest-earning assets                7,777              34,230      

42,007


Interest-bearing liabilities
Interest-bearing checking accounts               3                 773              776
Money market accounts                           16               5,722            5,738
Savings accounts                                 6                  11               17
Certificate accounts                           126               2,177            2,303
Junior subordinated debt                       109                   -              109
Borrowings                                      (7)              1,467            1,460
Total interest-bearing liabilities             253              10,150      

10,403


Net increase in interest income                                             

$ 31,604

Provision (Benefit) for Credit Losses. The following table presents a breakdown of the components of the provision (benefit) for credit losses:


                                                             Nine Months Ended
                                                     March 31, 2023          March 31,
(Dollars in thousands)                                                          2022            $ Change             % Change
Provision (benefit) for credit losses
Loans                                              $        14,479          $  (4,415)         $ 18,894                    428  %
Off-balance-sheet credit exposure                              758                415               343                     83
Commercial paper                                              (250)                (5)             (245)                (4,900)

Total provision (benefit) for credit losses $ 14,987 $ (4,005) $ 18,992

                    474  %


For the nine months ended March 31, 2023, the "loans" portion of the provision (benefit) for credit losses was the result of the following, offset by net charge-offs of $2.0 million during the period:

•$4.9 million provision to establish an allowance on Quantum's loan portfolio.

•$0.9 million provision specific to fintech portfolios which have a riskier credit profile than loans originated in-house. The elevated credit risk is offset by the higher yields earned on the portfolios.

•$4.9 million provision driven by loan growth and changes in the loan mix.

•$3.1 million provision due to changes in the projected economic forecast, specifically the national unemployment rate, and changes in qualitative adjustments.

•$1.3 million reduction of specific reserves on individually evaluated credits, which was tied to two relationships which were fully charged-off during the period.



For the nine months ended March 31, 2022, the "loans" portion of the benefit for
credit losses was driven by an improvement in the economic forecast, as more
clarity was gained regarding the impact of COVID-19 upon the loan portfolio.

For the nine months ended March 31, 2023, a provision of $0.4 million was also
recorded to establish an allowance on Quantum's off-balance-sheet credit
exposure. The remainder of the change was the result of changes in the balance
of loan commitments as well as changes in the loan mix and changes in the
projected economic forecast outlined above, which is the same reasoning for the
provision for the nine months ended March 31, 2022.


                                       44
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Noninterest Income. Noninterest income for the nine months ended March 31, 2023
decreased $5.2 million, or 17.8%, when compared to the same period last year.
Changes in the components of noninterest income are discussed below:

                                                         Nine Months Ended
                                                 March 31, 2023          March 31,
(Dollars in thousands)                                                      2022            $ Change             % Change

Noninterest income Service charges and fees on deposit accounts $ 7,117 $ 7,101 $ 16

                      -  %
Loan income and fees                                     1,779              2,536              (757)                   (30)
Gain on sale of loans held for sale                      4,499             10,927            (6,428)                   (59)
BOLI income                                              1,543              1,500                43                      3
Operating lease income                                   4,246              4,920              (674)                   (14)

Gain (loss) on sale of premises and equipment            2,015                (87)            2,102                  2,416
Other                                                    2,963              2,496               467                     19
Total noninterest income                       $        24,162          $  29,393          $ (5,231)                   (18) %


•Loan income and fees: The decrease in loan income and fees was driven by lower
underwriting fees, interest rate swap fees, and prepayment penalties in the
current period compared to the same period last year, all of which were impacted
by rising interest rates.

•Gain on sale of loans held for sale: The decrease in the gain on sale of loans
held for sale was primarily driven by a decrease in volume of SBA loans and
residential mortgages sold during the period as a result of rising interest
rates. During the nine months ended March 31, 2023, there were $36.9 million of
sales of the guaranteed portion of SBA commercial loans with gains of $2.7
million compared to $43.5 million sold and gains of $4.5 million for the
corresponding period in the prior year. There were $34.6 million of residential
mortgage loans originated for sale which were sold during the current period
with gains of $823,000 compared to $204.1 million sold with gains of $5.6
million for the corresponding period in the prior year. There were $99.4 million
of HELOCs sold during the current period for a gain of $897,000 compared to
$97.2 million sold and gains of $581,000 for the corresponding period in the
prior year. Lastly, $11.5 million of indirect auto finance loans were sold out
of the held for investment portfolio during the nine months ended March 31, 2022
for a gain of $205,000. No such sales occurred in the same period in the current
year.

•Operating lease income: The decrease in operating lease income was the result
of lower contractual earnings as well as gains or losses incurred at the end of
operating leases, where we recognized a net loss of $172,000 for the nine months
ended March 31, 2023 versus a net loss of $17,000 in the same period last year.

•Gain (loss) on sale of premises and equipment: During the nine months ended
March 31, 2023 three properties were sold for a combined gain of $2.5 million,
partially offset by additional impairment of $420,000 on premises associated
with prior branch closures. For the nine months ended March 31, 2022, no sales
occurred but $87,000 of additional impairment was recorded on premises held for
sale.

•Other: The increase in other income was driven by a $721,000 gain recognized on
the sale of closely held equity securities which the Company obtained through a
prior bank acquisition. No such sales occurred in the same period in the prior
year.

Noninterest Expense. Noninterest expense for the nine months ended March 31, 2023 increased $7.4 million, or 9.5%, when compared to the same period last year. Changes in the components of noninterest expense are discussed below:



                                                          Nine Months Ended
                                                  March 31, 2023          March 31,
(Dollars in thousands)                                                       2022            $ Change             % Change
Noninterest expense
Salaries and employee benefits                  $        45,545          $  44,882          $    663                      1  %
Occupancy expense, net                                    7,291              7,201                90                      1
Computer services                                         8,470              7,817               653                      8
Telephone, postage and supplies                           1,791              1,946              (155)                    (8)
Marketing and advertising                                 1,443              2,110              (667)                   (32)
Deposit insurance premiums                                1,700              1,280               420                     33

Core deposit intangible amortization                        666                208               458                    220
Merger-related expenses                                   5,465                  -             5,465                    100

Other                                                    12,627             12,194               433                      4
Total noninterest expense                       $        84,998          $  77,638          $  7,360                      9  %


•Computer services: The increase in expense between periods is due to continued
investments in technology as well as increases in the cost of services provided
by third parties.

•Marketing and advertising: The decrease in expense is primarily driven by a
reduction in traditional media advertising (print, billboards, etc.) in favor of
digital platforms at lower costs during the current fiscal year.

•Deposit insurance premiums: The increase in expense can be traced to an increase in rates the Company is charged for deposit insurance and the inclusion of Quantum's deposit portfolio for roughly half a quarter.


                                       45
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•Core deposit intangible amortization: The increase in amortization expense
during the nine months ended March 31, 2023 is a result of a $12.2 million core
deposit intangible associated with the Company's merger with Quantum, which will
be amortized on an accelerated basis over ten years.

•Merger-related expenses: These are expenses related to the merger of Quantum
into the Company. The most significant expenses incurred included the payout of
severance and employment contracts, due diligence, professional fees,
termination of prior contracts, due diligence, and conversion of IT systems
which occurred during the period.

•Other: During the nine months ended March 31, 2023 the Company wrote off
$350,000 in previously capitalized costs associated with a technology project
which the Company is no longer pursuing. No such expense was incurred in the
prior period.

Income Taxes. The amount of income tax expense is influenced by the amount of
pre-tax income, the amount of tax-exempt income, changes in the statutory rate,
and the effect of changes in valuation allowances maintained against deferred
tax benefits. Income tax expense for the nine months ended March 31, 2023
increased $58,000 compared to the prior period.

Comparison of Financial Condition at March 31, 2023 and June 30, 2022



General.  Total assets increased by $977.7 million to $4.5 billion and total
liabilities increased by $908.3 million to $4.1 billion, respectively, at March
31, 2023 as compared to June 30, 2022. The majority of these changes were the
result of the Company's merger with Quantum.

Cash and cash equivalents and commercial paper.  Total cash and cash equivalents
increased $209.3 million, or 199.1%, to $314.4 million at March 31, 2023 from
$105.1 million at June 30, 2022. Commercial paper decreased from $194.4 million
to none at March 31, 2023 as the proceeds were used to fund loan growth during
the period.

Debt securities available for sale and other investments.  Debt securities
available for sale increased $27.7 million, or 21.8%, to $154.7 million at March
31, 2023 from $127.0 million at June 30, 2022. This increase can be traced to
securities acquired from Quantum.

Loans held for sale. Loans held for sale increased $11.1 million, or 14.0%, to
$90.4 million at March 31, 2023 from $79.3 million at June 30, 2022. This was
driven by an increase of $15.1 million, or 102.3%, in SBA loans held for sale,
partially offset by a $2.8 million, or 67.3%, decrease in mortgage loans held
for sale.

Loans, net of deferred loan fees and costs.  Total loans increased $880.0
million, or 31.8%, to $3.6 billion at March 31, 2023 from $2.8 billion at June
30, 2022. Excluding the $561.9 million acquired as part of the merger with
Quantum, total loans increased $318.1 million, or 11.5%. The following table
illustrates the changes within the portfolio:
                                               As of                                                                    Percent of Total
(Dollars in thousands)            March 31,             June 30,                     Change                     March 31,              June 30,
                                     2023                 2022                 $                 %                2023                   2022
Commercial real estate loans
Construction and land
development                     $   368,756          $   291,202          $  77,554              27  %                 10  %                   11  %
Commercial real estate - owner
occupied                            524,247              335,658            188,589              56                    15                      12
Commercial real estate -
non-owner occupied                  926,991              662,159            264,832              40                    25                      24
Multifamily                          85,285               81,086              4,199               5                     2                       3
Total commercial real estate
loans                             1,905,279            1,370,105            535,174              39                    52                      50
Commercial loans
Commercial and industrial           229,840              193,313             36,527              19                     6                       7
Equipment finance                   440,345              394,541             45,804              12                    12                      14
Municipal leases                    138,436              129,766              8,670               7                     4                       5

Total commercial loans              808,621              717,620             91,001              13                    22                      26
Residential real estate loans
Construction and land
development                         105,617               81,847             23,770              29                     3                       3
One-to-four family                  518,274              354,203            164,071              46                    14                      13
HELOCs                              193,037              160,137             32,900              21                     6                       6
Total residential real estate
loans                               816,928              596,187            220,741              37                    23                      22
Consumer loans                      118,505               85,383             33,122              39                     3                       2
Loans, net of deferred loan
fees and costs                  $ 3,649,333          $ 2,769,295          $ 880,038              32  %                100  %                  100  %


Asset quality. Nonperforming assets increased by $1.7 million, or 27.1%, to $8.0
million, or 0.18% of total assets, at March 31, 2023 compared to $6.3 million,
or 0.18% of total assets, at June 30, 2022. Nonperforming assets included $7.9
million in nonaccruing loans and $123,000 of REO at March 31, 2023, compared to
$6.1 million and $200,000 in nonaccruing loans and REO, respectively, at June
30, 2022. Nonperforming loans to total loans was 0.22% at March 31, 2023 and
0.22% at June 30, 2022.

The ratio of classified assets to total assets decreased to 0.49% at March 31,
2023 from 0.61% at June 30, 2022, mainly due to growth in the balance sheet as a
result of the merger with Quantum. Classified assets increased $416,000, or
1.9%, to $22.0 million at March 31, 2023 compared to $21.5 million at June 30,
2022.

Our individually evaluated loans include loans on nonaccrual status and all
TDRs, whether performing or on nonaccrual status under their restructured
terms. Individually evaluated loans may be evaluated for reserve purposes using
either the discounted cash flow or the collateral valuation method. As of March
31, 2023, there was $7.5 million in loans individually evaluated compared to
$5.3 million at June 30, 2022, due to the inclusion of PCD loans from the merger
with Quantum.

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Allowance for credit losses.  The ACL on loans was $47.5 million, or 1.30% of
total loans, at March 31, 2023 compared to $34.7 million, or 1.25% of total
loans, as of June 30, 2022. Net loan charge-offs totaled $2.0 million, or 0.09%
as a percentage of average loans, for the nine months ended March 31, 2023
compared to $19,000, or 0.00% as a percentage of average loans, for the same
period last year. The drivers of these changes are discussed in the "Nine Months
Ended March 31, 2023 and March 31, 2022" section above.

Other assets. Other assets decreased $3.4 million, or 6.4%, to $49.6 million at
March 31, 2023 from $53.0 million at June 30, 2022. The decrease was primarily
driven by lower current taxes receivable and the sale of properties held for
sale.

Deposits. The following table summarizes the composition of our deposit portfolio as of the dates indicated:


                                           As of
                                 March 31,        June 30,               Change
(Dollars in thousands)             2023             2022              $            %
Core deposits
Noninterest-bearing accounts   $   872,492      $   745,746      $ 126,746        17  %
NOW accounts                       678,178          654,981         23,197         4
Money market accounts            1,299,503          969,661        329,842        34
Savings accounts                   228,390          238,197         (9,807)       (4)
Total core deposits              3,078,563        2,608,585        469,978        18
Certificates of deposit            597,036          491,176        105,860        22
Total                          $ 3,675,599      $ 3,099,761      $ 575,838        19  %

The following bullet points provide further information regarding the composition of our deposit portfolio as of March 31, 2023:

•Total deposits increased $57.0 million, or 1.9% (7.6% annualized), during the quarter, excluding the $570.6 million assumed as part of the merger with Quantum.

•The balance of uninsured deposits was $730.4 million, or 19.9% of total deposits, which excludes collateralized deposits to municipalities.

•The balance of brokered deposits was $134.9 million, or 3.7% of total deposits.

•Total deposits are evenly distributed between commercial and consumer depositors.

•The average balance of our deposit accounts was $33,000.

•Our largest 25 depositors made up $643.8 million, or 17.5% of total deposits. Of these depositors, $443.5 million, or 12.1% of total deposits, are collateralized deposits to municipalities.

Liquidity



Management maintains a liquidity position that it believes will adequately
provide for funding of loan demand and deposit run-off that may occur in the
normal course of business. We rely on a number of different sources in order to
meet our potential liquidity demands. The primary sources are increases in
deposit accounts, wholesale borrowings, and cash flows from loan payments and
the securities portfolio.

In addition to these primary sources of funds, management has several secondary
sources available to meet potential funding requirements. As of March 31, 2023,
the Bank had an available borrowing capacity of $68.5 million and $23.1 million
with the FHLB of Atlanta and FRB, respectively, and revolving lines of credit
with three unaffiliated banks, the unused portion of which totaled $129.7
million. Additionally, we classify our securities portfolio as available for
sale, providing an additional source of liquidity. Management believes that our
securities portfolio is of high quality and the securities would therefore be
readily marketable. In addition, we have historically sold fixed-rate mortgage
loans in the secondary market to reduce interest rate risk and to create still
another source of liquidity. From time to time we also utilize brokered time
deposits to supplement our other sources of funds. Brokered time deposits are
obtained by utilizing an outside broker that is paid a fee. This funding
requires advance notification to structure the type of deposit desired by us.
Brokered deposits can vary in term from one month to several years and have the
benefit of being a source of longer-term funding. We also utilize brokered
deposits to help manage interest rate risk by extending the term to repricing of
our liabilities, enhance our liquidity, and fund asset growth. Brokered deposits
are typically from outside our primary market areas, and our brokered deposit
levels may vary from time to time depending on competitive interest rate
conditions and other factors. At March 31, 2023 brokered deposits totaled $134.9
million, or 3.7%, of total deposits.

Liquidity management is both a daily and long-term function of business
management. Excess liquidity is generally invested in short-term investments,
such as overnight deposits and federal funds. On a longer term basis, we
maintain a strategy of investing in various lending products and debt
securities, including MBS. On a stand-alone basis we are a separate legal entity
from the Bank and must provide for our own liquidity and pay our own operating
expenses. Our primary source of funds consists of dividends or capital
distributions from the Bank, although there are regulatory restrictions on the
ability of the Bank to pay dividends. At March 31, 2023, we (on an
unconsolidated basis) had liquid assets of $3.4 million.

At the Bank level, we use our sources of funds primarily to meet our ongoing
commitments, pay maturing deposits and fund withdrawals, and fund loan
commitments. At March 31, 2023, the total approved loan commitments and unused
lines of credit outstanding amounted to $364.4 million and $597.5 million,
respectively, as compared to $417.6 million and $485.2 million as of June 30,
2022. Certificates of deposit scheduled to mature in one year or less at March
31, 2023, totaled $495.8 million. It is management's policy to manage deposit
rates that are competitive with other local financial institutions. Based on
this management strategy, we believe a majority of our maturing deposits will
remain with us.

                                       47
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Off-Balance Sheet Activities



In the normal course of operations, we engage in a variety of financial
transactions that are not recorded in our financial statements, mainly to manage
customers' requests for funding. These transactions primarily take the form of
loan commitments and lines of credit and involve varying degrees of off-balance
sheet credit, interest rate, and liquidity risks. For further information, see
"Note 12 - Commitments and Contingencies" in this Quarterly Report on Form 10-Q.

Capital Resources



At March 31, 2023, stockholders' equity totaled $458.2 million compared to
$388.8 million at June 30, 2022, an increase of $69.4 million which was the
result of net income for the nine months and the issuance of our common stock as
consideration in our merger with Quantum. HomeTrust Bancshares, Inc. is a bank
holding company subject to regulation by the Federal Reserve. As a bank holding
company, we are subject to capital adequacy requirements of the Federal Reserve
under the Bank Holding Company Act of 1956, as amended and the regulations of
the Federal Reserve. Our subsidiary, the Bank, an FDIC-insured, North Carolina
state-chartered bank and a member of the Federal Reserve System, is supervised
and regulated by the FRB and NCCOB and is subject to minimum capital
requirements applicable to state member banks established by the Federal Reserve
that are calculated in a manner similar to those applicable to bank holding
companies. Failure to meet minimum capital requirements can initiate certain
mandatory and possibly discretionary actions by bank regulators that, if
undertaken, could have a direct material effect on the Company's financial
statements.

Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that involve
quantitative measures of the Bank's assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices. The
Bank's capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and other
factors.

At March 31, 2023, HomeTrust Bancshares, Inc. and the Bank each exceeded all
regulatory capital requirements. Consistent with our goals to operate a sound
and profitable organization, our policy is for the Bank to maintain a
"well-capitalized" status under the regulatory capital categories of the Federal
Reserve. The Bank was categorized as "well-capitalized" under applicable
regulatory requirements.

HomeTrust Bancshares, Inc.'s and the Bank's actual and required minimum capital amounts and ratios are as follows:


                                                                                                               Regulatory Requirements
                                                                                          Minimum for Capital                            Minimum to Be
                                                        Actual                             Adequacy Purposes                           Well Capitalized

(Dollars in thousands)                        Amount              Ratio                Amount               Ratio                 Amount                 Ratio
HomeTrust Bancshares, Inc.
March 31, 2023
CET1 Capital (to risk-weighted assets)     $ 423,577                10.43  %       $   182,836                4.50  %       $       264,096                 6.50  %
Tier I Capital (to total adjusted assets)    433,522                11.08              156,481                4.00                  195,602             

5.00


Tier I Capital (to risk-weighted assets)     433,522                10.67              243,781                6.00                  325,041             

8.00


Total Risk-based Capital (to risk-weighted
assets)                                      473,543                11.65              325,041                8.00                  406,301                10.00

June 30, 2022
CET1 Capital (to risk-weighted assets)     $ 372,797                10.76  %       $   155,844                4.50  %       $       225,108                 6.50  %
Tier I Capital (to total adjusted assets)    372,797                10.50              142,028                4.00                  177,535             

5.00


Tier I Capital (to risk-weighted assets)     372,797                10.76              207,792                6.00                  277,057             

8.00


Total Risk-based Capital (to risk-weighted
assets)                                      395,962                11.43              277,057                8.00                  346,321                10.00

HomeTrust Bank
March 31, 2023
CET1 Capital (to risk-weighted assets)     $ 443,910                10.93  %       $   182,836                4.50  %       $       264,096                 6.50  %
Tier I Capital (to total adjusted assets)    443,910                11.35              156,493                4.00                  195,617             

5.00


Tier I Capital (to risk-weighted assets)     443,910                10.93              243,781                6.00                  325,041             

8.00


Total Risk-based Capital (to risk-weighted
assets)                                      483,931                11.91              325,041                8.00                  406,301                10.00

June 30, 2022
CET1 Capital (to risk-weighted assets)     $ 358,600                10.35  %       $   155,844                4.50  %       $       225,108                 6.50  %
Tier I Capital (to total adjusted assets)    358,600                10.11              141,814                4.00                  177,267             

5.00


Tier I Capital (to risk-weighted assets)     358,600                10.35              207,792                6.00                  277,057             

8.00


Total Risk-based Capital (to risk-weighted
assets)                                      381,765                11.02              277,057                8.00                  346,321                10.00


As permitted by the interim final rule issued on March 27, 2020 by the federal
banking regulatory agencies, the Company elected the option to delay the
estimated impact on regulatory capital of ASU 2016-13, which was adopted on July
1, 2020. The initial adoption of ASU 2016-13 as well as 25% of the quarterly
increases in the ACL subsequent to adoption (collectively the "transition
adjustments") was delayed for two years. Starting July 1, 2022, the cumulative
amount of the transition adjustments became fixed and will be phased out of the
regulatory capital calculations evenly over a three-year period, with 75%
recognized in year three, 50% recognized in year four, and 25% recognized in
year five. After five years, the temporary regulatory capital benefits will be
fully reversed.

                                       48
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In addition to the minimum CET1, Tier 1 and total risk-based capital ratios,
both HomeTrust Bancshares, Inc. and the Bank have to maintain a capital
conservation buffer consisting of additional CET1 capital of more than 2.50%
above the required minimum levels in order to avoid limitations on paying
dividends, engaging in share repurchases, and paying discretionary bonuses based
on percentages of eligible retained income that could be utilized for such
actions. As of March 31, 2023, the Company's and Bank's risk-based capital
exceeded the required capital contribution buffer.

Dividends paid by HomeTrust Bank are limited, without regulatory approval, to current year earnings less dividends paid during the preceding two years.

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